Private & confidential
 Dated: 15thDecember, 2009
 FBB  FIRST BUSINESS BANK S.A.
   ADVENTURE NINE S.A. &
 ADVENTURE TWELVE S.A.
  
 LOAN AGREEMENT
   
 Theo V. Sioufas & Co.
Law Offices
Piraeus




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TABLE OF CONTENTS
 CLAUSE
    
    HEADINGS
    
    PAGE1.
    
    PURPOSE, DEFINITIONS AND INTERPRETATION
    
    
    12.
    
    THE LOAN
    
    
    113.
    
    INTEREST
    
    
    134.
    
    REPAYMENT - PREPAYMENT
    
    
    175.
    
    PAYMENTS, TAXES, LOAN ACCOUNT AND COMPUTATION
    
    
    206.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    217.
    
    CONDITIONS PRECEDENT
    
    
    268.
    
    COVENANTS
    
    
    309.
    
    EVENTS OF DEFAULT
    
    
    3810.
    
    INDEMNITIES - EXPENSES - FEES
    
    
    4411.
    
    SECURITY, APPLICATION, AND SET-OFF
    
    
    4712.
    
    UNLAWFULNESS, INCREASED COSTS
    
    
    5113.
    
    ASSIGNMENT, PARTICIPATION, LENDING BRANCH
    
    
    5314.
    
    MISCELLANEOUS
    
    
    5415.
    
    NOTICES AND OTHER MATTERS
    
    
    5616.
    
    APPLICABLE LAW AND JURISDICTION
    
    
    58SCHEDULES1.
    
    FORM OF DRAWDOWN NOTICE
    
    
    592.
    
    INSURANCES
    
    
    60SIGNATURE PAGE
    
    
    67




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th
 (1)
    
    FBB-FIRST BUSINESS BANK S.A., a bank incorporated in the Republic of Greece with its head
office at 91 Michalakopoulou Street, 11528 Athens, Greece, acting except otherwise herein
provided, through its office at 62, Notara and Sotiros Dios streets, 185 35 Piraeus, Greece
(the Bank); and(2)
    
    ADVENTURE NINE S.A.,a company duly incorporated and validly existing under the laws of the
Republic of the Marshall Islands and having its registered office at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (hereinafter called the
First Borrower); and(3)
    
    ADVENTURE TWELVE S.A.,a company duly incorporated and validly existing under the laws
of the Republic of Liberia and having its registered office at 80, Broad Street, Monrovia,
Liberia (hereinafter called the Second Borrower); and
 AND IT IS HEREBY AGREED
 1.
    
    PURPOSE, DEFINITIONS AND INTERPRETATION
 1.1
    
    Amount and PurposeThis Agreement sets out the terms and conditions upon and subject to which the Bank agrees
to make available to the Borrowers, on a joint and several basis, a loan of up to the lesser
of (i) 95% of the aggregate Appraised/Market value of the Vessels (as hereinafter defined)
and (ii) $27,750,000 (United States Dollars twenty seven million seven hundred and fifty
thousand) by way of one (1) Advance.For the purposes of this Clause, the Appraised/Market Value of the Vessels will be
evidenced by a valuation of each Vessel addressed to the Bank on the basis of Clause 8.6
(b), to be obtained by a reputable independent shipbroker mutually acceptable to the Bank
and the Borrowers.The Loan will be used by the Borrowers for the following purposes:(a) an amount of $21,750,000 (United States Dollars twenty one million seven hundred and
fifty thousand) to refinance the existing indebtedness of m/v FREE IMPALA with the Bank as
per the Loan Agreement dated 31st March, 2008 (as amended); and(b) an amount of up to $6,000,000 (United States Dollars six million) to provide corporate
liquidity to the Borrowers.1.2
    
    DefinitionsIn this Agreement, unless the context otherwise requires each term or expression defined in
the recital of the parties and in this Clause shall have the meaning given to it in the
recital of the parties, in this Clause:Accounts Pledge Agreementmeans an agreement to be entered into between the Borrowers and
the Bank for the creation of a pledge over the Earnings Accounts and the Retention Account
in favour of the Bank, in form and substance satisfactory to the Bank as the same may from
time to time be amended and/or supplemented;
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Advancemeans each borrowing of a portion of the Commitment by the Borrowers or (as the
context may require) the principal amount of such borrowing;Agreed Ratemeans a rate agreed between the Bank and the Borrowers on the basis of which
(instead of LIBOR) the interest rate is determined pursuant to Clause 3.6;Approved Managermeans for the time being Free Bulkers S.A., a company duly incorporated
in the Republic of the Marshall Islands and having an office established in Greece (at 89
Akti Miaouli & 4 Mavrokordatou street, Piraeus, Greece) pursuant to the Greek laws 378/68,
27/75 and 814/79 (as amended) or any other person appointed by the Borrowers, with the prior
written consent of the Bank, as the manager of the Vessels and includes its successors in
title;Availability Periodmeans the period starting on the date hereof and ending on the
31st day of December, 2009 or until such later date as the Bank may agree in
writing or on such earlier date (if any): (i) on which the whole Commitment has been
advanced by the Bank to the Borrowers, or (ii) on which the Commitment is reduced to zero
pursuant to Clauses 3.6, 9.9, 12.1 or 12.2 or any other Clause of this Agreement;Balloon Instalmentmeans the principal part of the Loan amounting to $5,650,000 (Dollars
five million six hundred fifty thousand);Bankmeans the Bank as specified in the beginning of this Agreement and includes its
successors in title and transferees;Banking Daymeans any day on which banks and foreign exchange markets in New York, London,
Piraeus and Athens and in each country or place in or at which an act is required to be done
under this Agreement in accordance with the usual practice of the Bank, are open for the
transaction of business of the nature contemplated in this Agreement;Borrowed Moneymeans Indebtedness incurred in respect of (i) money borrowed or raised,
(ii) any bond, note, loan stock, debenture or similar instrument, (iii) acceptance of
documentary credit facilities, (iv) deferred payments for assets or services acquired, (v)
rental payments under leases (whether in respect of land, machinery, equipment or otherwise)
entered into primarily as a method of raising finance or of financing the acquisition of the
asset leased, (vi) guarantees, bonds, stand-by letters of credit or other instruments issued
in connection with the performance of contracts and (vii) guarantees or other assurances
against financial loss in respect of Indebtedness of any person falling within any of
sub-paragraphs (i) to (vi) above;Borrowersmeans the First Borrower and the Second Borrower as specified in the beginning
of this Agreement and Borrower means each of them;Charterparty means any time or bareboat charterparty or contract of affreightment,
agreement or related document in respect of the employment of any of the Vessels for a
period for more than 12 months to be made between the relevant Borrower and any charterer
(and shall include any addenda thereto) after the prior written consent of the Bank;Charterparty Assignment means the assignment of the Charterparty and after the termination
thereof the assignment of any charterparty which exceeds or is capable of exceeding twelve
(12) months in duration, executed or (as the context may require) to be executed by the
relevant Borrower in favour of the Bank and the acknowledgement of notice of the assignment
in respect of the Charterparty to be given by a Charterer, both in
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form and substance satisfactory to the Bank as the same may from time to time be amended
and/or supplemented;Commitmentmeans the amount which the Bank has agreed to lend to the Borrowers on a
joint and several basis under Clause 2.1 as reduced pursuant to any relevant term of this
Agreement;Commitment Lettermeans the Commitment Letter dated 04-11-2009 addressed by the Bank to
the Borrowers and shall include any amendments or addenda thereto;Corporate Guaranteemeans an irrevocable and unconditional guarantee given or, as the
context may require, to be given by the Corporate Guarantor in form and substance
satisfactory to the Bank as a security for the Outstanding Indebtedness and any and all
other obligations of the Borrowers under this Agreement;Corporate Guarantormeans FREESEAS INC., a company duly incorporated in the Republic of
the Marshall Islands and listed and trading in the Nasdaq Stock Exchange and/or any other
person nominated by the Borrowers and acceptable to the Bank which may give a Corporate
Guarantee;Defaultmeans any Event of Default or any event which with the giving of notice or lapse
of time or the satisfaction of any other condition (or any combination thereof) would
constitute an Event of Default;Default Ratemeans that rate of interest per annum which is determined in accordance with
the provisions of Clause 3.4;DOCmeans a document of compliance issued to an Operator in accordance with rule 13 of the
ISM Code;Dollarsand $ mean the lawful currency of the United States of America and in respect of
all payments to be made under any of the Security Documents means funds which are for same
day settlement in the New York Clearing House Interbank Payments System (or such other U.S.
dollar funds as may at the relevant time be customary for the settlement of international
banking transactions denominated in Dollars);Drawdown Datemeans the day, being a Banking Day, on which the Commitment is or, as the
context may require, shall be advanced to the Borrowers;Drawdown Noticemeans a notice substantially in the terms of Schedule 1;Earningsin relation to a Vessel, means all earnings of such Vessel, both present or
future, including all freight, hire and passage moneys, compensation payable to the Owner in
the event of requisition of a Vessel for hire, remuneration for salvage and towage services,
demurrage and detention moneys, contributions of any nature whatsoever in respect of general
average, damages for breach (or payments for variation or termination) of any charterparty
or other contract for the employment of such Vessel and any other earnings whatsoever due or
to become due to the Owner in respect of a Vessel and all sums recoverable under the
Insurances in respect of loss of Earnings and includes, if and whenever such Vessel is
employed on terms whereby any and all such moneys as aforesaid are pooled or shared with any
other person, that proportion of the net receipts of the relevant pooling or sharing
agreement which is attributable to such Vessel;
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Earnings Accountsmeans the accounts to be opened and maintained with the Lending Branch
or with any other Branch of the Bank or with any other bank the Bank may designate to the
Borrowers at the discretion of the Bank, to which (inter alia) all Earnings of the Vessels
are to be paid in accordance with the provisions of this Agreement;Encumbrancemeans any mortgage, charge (whether fixed or floating), pledge, lien,
hypothecation, assignment, security interest, title retention, arrest, seizure, garnishee
order (whether nisi or absolute) or any other order or judgement having similar effect or
other encumbrance of any kind securing or any right conferring a priority of payment in
respect of any obligation of any person;Environmental Affiliatemeans any agent or employee of the Borrowers or any other Relevant
Party or any person having a contractual relationship with the Borrowers or any other
Relevant Party in connection with any Relevant Ship or her operation or the carriage of
cargo thereon;Environmental Approvalmeans any consent, authorisation, licence or approval of any
governmental or public body or authorities or courts applicable to any Relevant Ship or her
operation or the carriage of cargo thereon and/or passengers therein and/or provisions of
goods and/or services on or from the Relevant Ship required under any Environmental Law;Environmental Claimmeans any and all enforcement, clean up, removal or other governmental
or regulatory actions or orders instituted or completed pursuant to any Environmental Law or
any Environmental Approval together with claims made by any third party relating to damage,
contribution, loss or injury, resulting from any actual or threatened emission, spill,
release or discharge of a Material of Environmental Concern from any Relevant Ship;Environmental Lawsmeans all national, international and state laws, rules, regulations,
treaties and conventions applicable to any Relevant Ship pertaining to the pollution or
protection of human health or the environment including, without limitation, the carriage or
Materials of Environmental Concern and actual or threatened emissions, spills, releases or
discharges of Materials of Environmental Concern and actual or threatened emissions, spills,
releases or discharges of Materials of Environmental Concern from any Relevant Ship;Event of Defaultmeans any event or circumstance set out in Clause 9 or described as such
in any other of the Security Documents;Expensesmeans the aggregate at any relevant time (to the extent that the same have not
been received or recovered by the Bank) of:
 (a)
    
    all losses, liabilities, costs, charges, expenses, damages and outgoings of
whatever nature, (including, without limitation, Taxes, repair costs, registration fees
and insurance premiums, crew wages, repatriation expenses and seamens pension fund
dues) suffered, incurred, charged to or paid or committed to be paid by the Bank in
connection with the exercise of the powers referred to in or granted by any of the
Security Documents or otherwise payable by the Borrowers in accordance with the terms
of any of the Security Documents;(b)
    
    the expenses referred to in Clause 10.2 (a) and (b); and
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(c)
    
    interest on all such losses, liabilities, costs, charges, expenses, damages and
outgoings from, in the case of Expenses referred to in sub-paragraph (b) above, the
date on which such Expenses were demanded by the Bank from the Borrowers and in all
other cases, the date on which the same were suffered, incurred or paid by the Bank
until the date of receipt or recovery thereof (whether before or after judgement) at
the Default Rate (as conclusively certified by the Bank); Final Maturity Datemeans the date falling seven (7) years after (i) the Drawdown Date or
(ii) the end of the Availability Period, whichever occurs earlier;Flag Statemeans the Commonwealth of Bahamas or Liberia or such other state or territory
proposed in writing by the Borrowers to the Bank and approved (at its sole discretion) by
the Bank, as being the Flag State of the Vessels for the purposes of the Security Documents;General Assignmentsmeans the assignment of the Earnings, Insurances and Requisition
compensation collateral to the Mortgages executed or (as the context may require) to be
executed by the Borrowers in favour of the Bank in form satisfactory to the Bank;Governmental Withholdingsmeans withholdings and any restrictions or conditions resulting
in any charge whatsoever imposed, either now or hereafter, by any sovereign state or by any
political sub-division or taxing authority of any sovereign state;Groupmeans the Borrowers, the Approved Manager, the Corporate Guarantor and any other
shipping company substantially owned and/or controlled by the same beneficial owners as the
Borrowers;Guaranteesmeans together the Corporate Guarantee and any other guarantee granted or to be
granted to the Bank and Guaranteemeans any of them;Guarantorsmeans together the Corporate Guarantor and any other person who has granted or
will grant a Guarantee to the Bank and Guarantor means either of them;Indebtednessmeans any obligation for the payment or repayment of money, whether as
principal or as surety, whether present or future, actual or contingent;Insurancesincludes all policies and contracts of insurance (which expression includes all
entries of the Vessels in a protection and indemnity or war risks association) which are
from time to time taken out or entered into in respect of the Vessels and their Earnings or
otherwise howsoever in connection with the Vessels;Interest Payment Datemeans in respect of the Loan or any part thereof in respect of which
a separate Interest Period is fixed the last day of the relevant Interest Period and in case
of any Interest Period longer than three (3) months the date(s) falling at successive three
(3) monthly intervals during such longer Interest Period and the last day of such Interest
Period;Interest Periodmeans in relation to the Loan or any part thereof, each period for the
calculation of interest in respect of the Loan or such part ascertained in accordance with
Clauses 3.2 and 3.3;ISM Codemeans in relation to its application to the Borrowers, the Vessels and their
operation:
 5




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(a)
    
    The International Management Code for the Safe Operation of Ships and for
Pollution Prevention, currently known or referred to as the ISM Code, adopted by the
Assembly of the International Maritime Organisation by Resolution A. 741(18) on 4th
November, 1993 and incorporated on 19th May, 1994 into chapter IX of the International
Convention for the Safety of Life at Sea 1974 (SOLAS 1974); and(b)
    
    all further resolutions, circulars, codes, guidelines, regulations and
recommendations which are now or in the future issued by or on behalf of the
International Maritime Organisation or any other entity with responsibility for
implementing the ISM Code, including without limitation, the Guidelines on
implementation or administering of the International Safety Management (ISM) Code by
Administrations produced by the International Maritime Organisation pursuant to
Resolution A. 788(19) adopted on 25th November, 1995;
 as the same may be amended, supplemented or replaced from time to time;ISM Code Documentationincludes:
 (a)
    
    the DOC and SMC issued by a classification society in all respects acceptable
to the Bank in its absolute discretion pursuant to the ISM Code in relation to the
Vessels within the period specified by the ISM Code;(b)
    
    all other documents and data which are relevant to the ISM SMS and its
implementation and verification which the Bank may require by request; and(c)
    
    any other documents which are prepared or which are otherwise relevant to
establish and maintain the Vessels or the Borrowers compliance with the ISM Code
which the Bank may require by request;
 ISM SMSmeans the safety management system which is required to be developed, implemented
and maintained under 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 now set out in Chapter
XI-2 of the International Convention for the Safety of Life at Sea 1974 (as amended) as
adopted by a Diplomatic Conference of the International Maritime Organisation on Maritime
Security in December 2002 and includes any amendments or extensions to it and any regulation
issued pursuant to it;ISSCmeans an International Ship Security Certificate issued in respect of the Vessels
pursuant to the ISPS Code;
 (a)
    
    LIBORmeans, in relation to a particular period and a particular amount, the
offered rate (if any) per annum for deposits in Dollars for such amount and for such
period which is the rate, for such period, appearing on the relevant page of the
Reuters Screen LIBOR01 at or about 11 a.m. London time on the second Banking Day before
the first day of such period (or, if the Bank shall have made a determination pursuant
to Clause 3.6 such later time (not being later than 1 p.m. (London time) on the first
day of such period) as the Bank may determine) or such other page as may replace the
relevant Page of the Reuter screen 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
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information vendor for the purpose of displaying the British Bankers Association
Interest Settlement Rates for Dollars; and(b)
    
    if on such date no such rate is so displayed, LIBOR for such period shall be
the rate determined by the Bank to be the rate at which the Bank in accordance with its
usual practices is able to obtain similar deposit(s) in Dollars in an amount
approximately equal to the amount in relation to which LIBOR is to be determined for a
period equivalent to such period in the London Interbank Market at or about 11:00 a.m.
(London time) on the second Banking Day before the first day of such period;
 Loanmeans the aggregate principal amount borrowed by the Borrowers in respect of the
Commitment or (as the context may require) the principal amount thereof owing to the Bank
under this Agreement at any relevant time;Lending Branchmeans the office of the Bank appearing at the beginning of this Agreement
or any other office of the Bank designated by the Bank as the Lending Branch by notice to
the Borrowers;Major Casualty Amountmeans any casualty to a Vessel in respect whereof the claim or the
aggregate of the claims against all insurers, before adjustment for any relevant franchise
or deductible, exceeds two hundred thousand Dollars ($200,000) or the equivalent in any
other currency;Management Agreementmeans the agreement made between the relevant Borrower and the
Approved Manager providing (inter alia) for the Approved Manager to manage the relevant
Vessel;Managers Undertakingmeans a letter of undertaking and subordination to be executed by
the Approved Manager, as manager, whereby the Approved Manager shall subordinate any and all
claims it may have against the Borrowers and/or the Vessels to the claims of the Bank
hereunder and the Security Documents;Marginmeans three percentage points (3%) per annum;Market Valuemeans the market value of each Vessel as determined in accordance with Clause
8.6(b);Material of Environmental Concernmeans and includes pollutants, contaminants, toxic
substances, oil as defined in the United States Oil Pollution Act of 1990 and all hazardous
substances as defined in the United States Comprehensive Environmental Response,
Compensation and Liability Act 1988;Monthmeans a period beginning in one calendar month and ending in the next calendar month
on the day numerically corresponding to the day of the calendar month on which it started
provided that (i) if there is no such numerically corresponding day, it shall end on the
last Banking Day in such next calendar month and (ii) if such numerically corresponding day
is not a Banking Day, the period shall end on the next following Banking Day in the same
calendar month but if there is no such Banking Day it shall end on the preceding Banking Day
and months and monthly shall be construed accordingly;
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Mortgagesmeans the first preferred ship mortgages on the Vessels, each to be executed by
the relevant Borrower in favour of the Bank in form and substance satisfactory to the Bank;Mortgaged Vessel(s)means the Vessels and any vessel which is or remain mortgaged in
favour of the Bank pursuant to this Agreement at any relevant time hereunder;Operatormeans any person who is from time to time during the Security Period concerned in
the operation of the Vessels and falls within the definition of Company set out in rule
1.1.2. of the ISM Code;Outstanding Indebtednessmeans the aggregate of the Loan and interest accrued and accruing
thereon, the Expenses and all other sums of money from time to time owing by the Borrowers
to the Bank, whether actually or contingently under this Agreement and the other Security
Documents;Ownermeans the respective Borrower as owner of its Vessel;Permitted Encumbrancemeans any Encumbrance in favour of the Bank created pursuant to the
Security Documents and Permitted Liens;Permitted Lienmeans any lien on the Vessels for masters, officers or crews wages
outstanding in the ordinary course of trading, any lien for salvage and any ship repairers
or outfitters possessory lien for a sum not (except with the prior written consent of the
Bank) exceeding the Major Casualty Amount (as defined in the Mortgage);Receiving Bankmeans Deutsche Bank Trust Co. Americas (ex. Bankers Trust Company, New
York), SWIFT address BKTRUS33, or such other bank in New York as the Bank may notify to the
Borrowers;Registrymeans the offices of such registrar, commissioner or representative of the Flag
State who is duly authorised to register the Vessels, the Borrowers title to the Vessels
and the Mortgages over the Vessels under the laws and flag of the Flag State;Related Companymeans any company member of the Group or other entity of which such
company is a Subsidiary and any Subsidiary of any such company or entity;Relevant Jurisdictionmeans any jurisdiction in which or where any Security Party is
incorporated, resident, domiciled, has a permanent establishment, carries on, or has a place
of business or is otherwise effectively connected;Relevant Partymeans the Borrowers, the Borrowers Related Companies, any other Security
Party and any Security Partys Related Companies;Relevant Shipmeans the Vessels and any other vessel from time to time (whether before or
after the date of this Agreement) owned, managed or crewed by, or chartered to, any Relevant
Party;Repayment Datemeans each of the dates specified in Clause 4.1 on which the Repayment
Instalments shall be payable by the Borrowers to the Bank;Repayment Instalmentmeans each instalment of the Loan which becomes due for repayment by
the Borrowers to the Bank on a Repayment Date pursuant to Clause 4.1;
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Requisition Compensationmeans all sums of money or other compensation from time to time
payable by reason of requisition of the Vessels otherwise than by requisition for hire;Retention Accountmeans an interest bearing account of the Borrowers opened (or as the
context may require) to be opened by the Borrowers with the Bank or such other branch of the
Bank or any other bank as may be required by and at the discretion of the Bank and
designated ADVENTURE NINE S.A. & ADVENTURE TWELVE S.A.- Retention Account and includes any
other account designated by the Bank to be a Retention Account for the purposes of this
Agreement;Security Documentsmeans this Agreement, the documents listed in Clause 11.1 and any and
every other document as may have been or shall from time to time after the date of this
Agreement be executed to guarantee and/or to secure the whole or any part of the Outstanding
Indebtedness and/or any and all other obligations of the Borrowers to the Bank pursuant to
this Agreement (whether or not any such document also secures moneys from time to time owing
pursuant to any other document or agreement);Security Partymeans the Borrowers, the Guarantor, the Approved Manager and any other
person (other than the Bank) which is or may become a party to any of the Security
Documents;Security Periodmeans the period commencing on the date hereof and terminating on the date
upon which the Loan together with all interest thereon and all other moneys payable to the
Bank under this Agreement and the other Security Documents has been repaid in full to the
Bank;Security Requirementmeans the amount in Dollars (as certified by the Bank whose
certificate shall, in the absence of manifest error, be conclusively binding on the
Borrowers) and which is: (i) one hundred percent (100%) of the Loan for the period
commencing on the Drawdown Date and expiring on the 30th June, 2010, (ii) one
hundred and fifteen percent (115%) of the Loan for the period commencing on 1st
July, 2010 and expiring on the 30th June, 2011 and (iii) one hundred and twenty
five percent (125%) of the Loan for the period commencing on 1st July, 2011 and
expiring on the Final Maturity Date;Security Valuemeans the amount in Dollars (as certified by the Bank whose certificate
shall, in the absence of manifest error, be conclusive and binding on the Borrowers) which,
at any relevant time is the aggregate of (a) the Market Value of the Mortgaged Vessel(s) as
most recently determined in accordance with Clause 8.6(b) and (b) the market value of any
additional security provided under Clause 8.6 (c) (if any);SMCmeans a safety management certificate issued in respect of the Vessels in accordance
with rule 13 of the ISM Code;Subsidiaryof a person means any company or entity directly or indirectly controlled
by such person, and for this purpose control means either ownership of more than fifty
percent (50%) of the voting share capital (or equivalent rights of ownership) of such
company or entity or the power to direct its policies and management, whether by contract or
otherwise;Taxesincludes all present and future taxes, levies, imposts, duties, fees or charges of
whatever nature together with interest thereon and penalties in respect thereof (except
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taxes concerning the Bank and imposed on the net income of the Bank) and Taxation shall be
construed accordingly;Total Lossin relation to a Vessel, means (a) actual, constructive, compromised or
arranged total loss of such Vessel; or (b) requisition for title or other compulsory
acquisition of the Vessel otherwise than by requisition for hire; or (c) hijacking, theft,
condemnation, capture, seizure, detention, arrest or confiscation of a Vessel by any
government or by any person acting or purporting to act on behalf of any government, unless
such Vessel is released and restored to the relevant Borrower within thirty (30) days after
the occurrence thereof;Vesselsmeans collectively: (a) the motor vessel FREE IMPALA, of 15,888 gt and 8,036 nt,
registered under the flag of the Commonwealth of the Bahamas in the ownership of the First
Borrower, with Off. Reg. No. 8000947 and IMO No. 9138680 and (b) the motor vessel FREE
NEPTUNE, of 17997 gt and 10222 nt, registered under the flag of Liberia in the ownership of
the Second Borrower, with Off. Reg. No. 12063 and IMO No. 9146819 and Vessel means each of
them.
 1.3
    
    InterpretationIn this Agreement:
 (a)
    
    clause headings and the table of contents are inserted for convenience of
reference only and shall be ignored in the interpretation of this Agreement;(b)
    
    subject to any specific provision of this Agreement or of any assignment and/or
participation or syndication agreement of any nature whatsoever, reference to each of
the parties hereto and to the other Security Documents shall be deemed to be reference
to and/or to include, as appropriate, their respective successors and permitted
assigns;(c)
    
    reference to a person shall be construed as including reference to an
individual, firm, company, corporation, unincorporated body of persons or any State or
any agency thereof;(d)
    
    where the context so admits, words in the singular include the plural and vice
versa;(e)
    
    the words including and in particular shall not be construed as limiting
the generality of any foregoing words;(f)
    
    references to (or to any specified provisions of) this Agreement and all
documents referred to in this Agreement shall be construed as references to this
Agreement, that provision or that document as are in force for the time being and as
are amended and/or supplemented from time to time;(g)
    
    reference to this Agreement includes all the terms of this Agreement and any
Schedules, Annexes or Appendices to this Agreement, which form an integral part of
same;(h)
    
    reference to Clauses, sub-Clauses and Schedules are to Clauses, sub-Clauses and
Schedules in this Agreement;(i)
    
    reference to the opinion of the Bank or a determination or acceptance by the
Bank or to documents, acts, or persons acceptable or satisfactory to the Bank or the
like
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shall be construed as reference to opinion, determination, acceptance or
satisfaction of the Bank at the sole discretion of the Bank and such opinion,
determination, acceptance or satisfaction of the Bank shall be conclusive and binding
on the Borrowers;
 (j)
    
    references to a regulation include any present or future regulation, rule,
directive, requirement, request or guideline (whether or not having the force of law)
of any agency, authority, central bank or government department or any self regulatory
or other national or supra-national authority;(k)
    
    references to any person include such persons assignees and successors in
title;(l)
    
    references to a guarantee include references to an indemnity or other
assurance against financial loss including, without limitation, an obligation to
purchase assets or services as a consequence of a default by any other person to pay
any Indebtedness and guaranteed shall be construed accordingly; and(m)
    
    references to any enactment shall be deemed to include references to such
enactment as re-enacted, amended or extended.
 2.
    
    THE LOAN2.1
    
    Commitment to LendThe Bank, relying upon (inter alia) each of the representations and warranties set forth in
Clause 6 and in each of the other Security Documents, agrees to lend to the Borrowers, on a
joint and several basis, in one (1) advance and upon and subject to the terms of this
Agreement, the amount specified in Clause 1.1 hereof.2.2
    
    Drawdown Notice and Commitment to BorrowSubject to the terms and conditions of this Agreement, the Commitment shall be advanced to
the Borrowers following receipt by the Bank from the Borrowers of a Drawdown Notice not
later than 10 a.m. (London time) on the second Banking Day before the date on which the
drawdown is intended to be made. A Drawdown Notice shall be effective on actual receipt
thereof by the Bank and, once given, shall, subject as provided in Clause 3.6, be
irrevocable.2.3
    
    Number of Advances AgreedThe Commitment shall be advanced to the Borrowers in one advance.2.4
    
    DisbursementUpon receipt of the Drawdown Notice complying with the terms of this Agreement the Bank
shall, subject to the provisions of Clause 7, on the date specified in the Drawdown Notice,
make the Commitment available to the Borrowers.2.5
    
    Application of ProceedsWithout prejudice to the Borrowers obligations under Clause 8.9, the Bank shall have no
responsibility for the application of the proceeds of the Loan (or any part thereof) by the
Borrowers.2.6
    
    Termination Date of the Commitment
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Any part of the Commitment undrawn and uncancelled at the end of the Availability Period
shall thereupon be automatically cancelled.
 2.7
    
    EvidenceIt is hereby expressly agreed and admitted by the Borrowers that abstracts or photocopies of
the books of the Bank as well as statements of accounts or a certificate signed by an
authorised officer of the Bank shall be conclusive binding and full evidence, save for
manifest error, on the Borrowers as to the existence and/or the amount of the at any time
Outstanding Indebtedness, of any amount due under this Agreement, of the applicable interest
rate or Default Rate or any other rate provided for or referred to in this Agreement, the
Interest Period, the value of additional securities under Clause 8.6(c), the payment or non
payment of any amount and/or the occurrence of any other Event of Default. Nevertheless,
enforcement procedures or any other court or out-of-court procedure can be commenced by the
Bank on the basis of the above mentioned means of evidence including written statements or
certificates of the Bank.2.8
    
    CancellationThe Borrowers may cancel any undrawn part of the Commitment under this Agreement upon giving
the Bank not less than five (5) Banking Days notice in writing to that effect,
provided that no Drawdown Notice has been given to the Bank under Clause 2.2 for the full
amount of the Commitment or in respect of the portion thereof in respect of which
cancellation is required by the Borrowers. Any such notice of cancellation, once given,
shall be irrevocable. Any amount cancelled may not be drawn. Notwithstanding any such
cancellation pursuant to this Clause 2.8 the Borrowers shall continue to be liable for any
and all amounts due to the Bank under this Agreement including without limitation any
amounts due to the Bank under Clause 10.2.9
    
    No security or lien from other personThe Borrowers have not taken or received, and the Borrowers undertake that until all moneys,
obligations and liabilities due, owing or incurred by the Borrowers under this Agreement and
the Security Documents have been paid in full, they will not take or receive, any security
or lien from any other person liable or for any liability whatsoever.2.10
    
    Joint and Several Liability of the Borrowers
 (a)
    
    The liability of each of the Borrowers hereunder shall in all cases, whether so
expressed to be or not, be joint and several and each representation and warranty and
each covenant and agreement made or given by the Borrowers is made or given by them all
jointly and severally.(b)
    
    The Bank may at its discretion accept orders, instructions, notices or advices
from any of the Borrowers hereunder (which Borrower will be deemed to act on behalf of
all the Borrowers and express authority is given to it by this Clause to act on this
way) and shall ignore any subsequent conflicting instructions, notices or advices from
any of the other Borrowers (unless they may be deemed at the discretion of the Bank as
proper revocation or amendments of earlier instructions) and may reach any agreement in
connection with this Agreement or any of the other Security Documents with any of the
Borrowers which shall be binding on all the Borrowers.(c)
    
    None of the Borrowers shall be exonerated and its liability hereunder shall not
be lessened or impaired by any time, indulgence or relief being given by the Bank to
any other Borrower or any other person or by any person to the Borrowers, by any
amendment of or supplement to this Agreement or any of the other Security
 12




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Documents or any other document, by the taking, variation, compromise, renewal or release of or
refusal or neglect to perfect or enforce any right, remedies or securities against any
of the Borrowers or any other person or by anything done or omitted which but for this
provision might operate to exonerate such Borrower (or might be interpreted as such).
 (d)
    
    The obligations of each of the Borrowers hereunder shall not be affected by any
legal limitation, disability, incapacity or other circumstances relating to any other
Borrower or any other person, whether or not known to the Bank, by any invalidity in or
irregularity or unenforceability of the obligations of any other Borrower or any other
person under this Agreement or any of the other Security Documents or otherwise or by
any change in the constitution of, or any amalgamation or reconstruction of any other
Borrower, the Bank or any other person.(e)
    
    The Borrowers hereby waive all rights any Borrower may have of first requiring
the Bank to proceed against or enforce any right or security of, or claim payment from
any other Borrower or any other person.
 2.11
    
    Non competition of the Borrowers with the Bank
 (a)
    
    Until all moneys, obligations and liabilities due, owing or incurred by the
Borrowers to the Bank under this Agreement and the other Security Documents have been
paid or discharged in full, each Borrower agrees not to exercise or enforce any rights
of subrogation or indemnity or any other right which otherwise it has against any other
Borrower and agrees not to claim any set-off or counterclaim against any other Borrower
or to claim or prove in competition with the Bank in the event of bankruptcy, insolvency
or liquidation of any other Borrower or have any benefit of or any share in any
guarantee or security now or hereafter held by the Bank.(b)
    
    None of the Borrowers has taken or received, and each Borrower undertakes that
until all moneys, obligations and liabilities due, owing or incurred by the Borrowers
under this Agreement and the Security Documents have been paid in full, it will not
take or receive, any security or lien from any other Borrower in respect of borrowing
as co-borrower jointly and severally liable or for any liability whatsoever.
 2.12
    
    Interest to co-borrowThe Borrowers have an interest in borrowing jointly and severally in that they are companies
which have close financial co-operation and mutual assistance and in that the Commitment
would not have been available to each one of the Borrowers separately.3.
    
    INTEREST3.1
    
    Normal Interest RateThe Borrowers shall pay interest on the Loan (or as the case may be, each portion thereof to
which a different Interest Period relates) in respect of each Interest Period related
thereto on each Interest Payment Date and in case of any Interest Period longer than three
(3) months interest shall be payable quarterly in arrears and on the last day of such
Interest Period. The interest rate for the calculation of interest shall be the rate per
annum determined by the Bank to be the aggregate of (i) the Margin and (ii) LIBOR.3.2
    
    Selection of Interest PeriodThe Borrowers may by notice received by the Bank not later than 10 a.m. (London time) on the
second Banking Day before the beginning of each Interest Period specify (subject
 13




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to Clause 3.3 below) whether such Interest Period shall have a duration of one (1) or three (3) or six
(6) months (or such other period as may be requested by the Borrowers and as the Bank, in
its sole discretion, may agree to).3.3
    
    Duration of Interest PeriodEvery Interest Period shall, subject to market availability to be conclusively determined by
the Bank, be of the duration specified by the Borrowers pursuant to Clause 3.2 but so that:
 (a)
    
    the initial Interest Period in respect of the Loan will commence on the
Drawdown Date and each subsequent Interest Period will commence forthwith upon the
expiry of the previous Interest Period;(b)
    
    if any Interest Period would otherwise overrun one or more Repayment Dates,
then, in the case of the last Repayment Date, such Interest Period shall end on such
Repayment Date, and in the case of any other Repayment Date or Dates the Loan shall be
divided into parts so that there is one part equal to the amount of the Repayment
Instalment due on each Repayment Date falling during that Interest Period and having an
Interest Period ending on the relevant Repayment Date and another part equal to the
amount of the balance of the Loan having an Interest Period determined in accordance with Clause 3.2 and the other provisions of this
Clause 3.3 and the expression Interest Period in respect of the Loan when used in
this Agreement refers to the Interest Period in respect of the balance of the Loan;(c)
    
    if the Borrowers fail to specify the duration of an Interest Period in
accordance with the provisions of Clause 3.2 and this Clause 3.3, such Interest Period
shall have a duration of three (3) months unless another period shall be agreed between
the Bank and the Borrowers provided always that such period shall comply with this
Clause 3.3; and(d)
    
    if the Bank determines that funds for the duration of an Interest Period
specified by the Borrowers in accordance with Clause 3.2 are not readily available,
then that Interest Period shall have such duration as the Bank, in consultation with
the Borrowers, may determine.provided always that:
 (i)
    
    any Interest Period which commences on the last day of a
calendar month, and any Interest Period which commences on the day on which
there is no numerically corresponding day in the calendar month during which
such Interest Period is due to end, shall end on the last Banking Day of the
calendar month during which such Interest Period is due to end; and(ii)
    
    if the last day of an Interest Period is not a Banking Day the
Interest Period shall be extended until the next following Banking Day unless
such next following Banking Day falls in the next calendar month in which case
such Interest Period shall be shortened to expire on the preceding Banking Day
 3.4
    
    Default Interest
 14




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If the Borrowers fail to pay any sum (including, without limitation, any sum payable
pursuant to this Clause 3.4) on its due date for payment under any of the Security
Documents, the Borrowers shall pay interest on such sum from the due date up to the date of
actual payment (as well after as before judgement) at the rate determined by the Bank
pursuant to this Clause 3.4. The period beginning on such due date and ending on such date
of payment shall be divided into successive periods of not more than one (1) month (or as
selected by the Bank each of which (other than the first, which shall commence on such due
date) shall commence on the last day of the preceding such period. The rate of interest
applicable to each such period shall be the aggregate (as determined by the Bank) of (i) two
per cent (2%), per annum, (ii) the Margin and (iii) LIBOR. Such interest shall be due and
payable on the last day of each such period as determined by the Bank and each such day
shall, for the purposes of this Agreement, be treated as an Interest Payment Date. In case
that a payment is made in default for any amount, the Interest Periods will be determined by
the Bank at its discretion including the amounts for which there is no default, even if the
Bank has not (yet) exercised its rights pursuant to Clause 9.9(b) of the Agreement. If for
the reasons specified in Clause 3.6, the Bank is unable to determine a rate in accordance
with the foregoing provisions of this Clause 3.4, interest on any sum not paid on its due
date for payment shall be calculated at a rate determined by the Bank to be two per cent
(2%) per annum above the aggregate of the Margin and costs of funds to the Bank as
conclusively determined by the Bank save for manifest error. Interest
payable by the Borrowers as aforesaid shall be compounded semi-annually and shall be payable
on demand.3.5
    
    Notification of Interest and Interest RateThe Bank shall notify the Borrowers promptly of the duration of each Interest Period and of
each rate of interest determined by it under this Clause 3 without prejudice to the right of
the Bank to make determinations at its sole discretion. However, omission of the Bank to
make such notification (without the application of the Borrowers) will not constitute and
will not be interpreted as if to constitute a breach of obligation of the Bank except in
case of willful misconduct.3.6
    
    Market disruption  Non Availability
 (a)
    
    If and whenever, at any time prior to the commencement of any Interest
Period, the Bank (in its reasonable discretion) shall have determined (which
determination shall be conclusive) that a Market Disruption Event has occurred in
relation to the Loan for any such Interest Period, then the Bank shall forthwith give
notice (a Determination Notice) thereof to the Borrowers and the rate of interest on
the Loan (or the relevant part thereof) for that Interest Period shall be the
percentage rate per annum which is the sum of:(i)
    
    the Margin; and
 (ii)
    
    the rate which expresses as a percentage rate per annum the
cost to the Bank of funding the Loan (or the relevant part thereof) from
whatever source it may reasonably select.
 (b)
    
    In this Agreement Market Disruption Eventmeans:
 (i)
    
    at or about noon on the Quotation Day for the relevant Interest
Period the LIBOR is not available; and/or
 15




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(ii)
    
    before close of business in London on the Quotation Day for the
relevant Interest Period, the Bank determines (in its sole discretion) that the
cost to it of obtaining matching deposits in the London Interbank Market to
fund the Loan (or the relevant part thereof) for such Interest Period would be
in excess of LIBOR; and(iii)
    
    before close of business in London on the Quotation Day for
the relevant Interest Period, deposits in Dollars are not available to the Bank
in the London Interbank Market in the ordinary course of business in sufficient
amounts to fund the Loan (or the relevant part thereof) for such Interest
Period.And for the purposes of this Clause, Quotation Day means, in respect of
any period in respect of which LIBOR falls to be determined under this
Agreement, the second Banking Day before the first day of such period.
 (c)
    
    Alternative basis of interest or funding
 (i)
    
    If a Market Disruption Event occurs and the Bank or the
Borrowers so require, the Bank and the Borrowers shall enter into negotiations
(for a period of not more than five (5) days (the Negotiation Period)) after
the giving of the relevant Determination Notice with a view to agreeing a
substitute basis for determining the rate of interest.(ii)
    
    Any alternative basis agreed pursuant to paragraph (i) above
shall be binding on the Bank and all Security Parties.
 (d)
    
    Alternative basis of interest in absence of agreement
 If the Bank and the Borrowers will not enter into negotiations as provided in
clause 3.6(c)(i) or if an alternative interest rate or alternative basis is not agreed
within the Negotiation Period, and the relevant circumstances are continuing at the
end of the Negotiation Period, then the Bank shall set the following Interest Period
and an interest rate representing the cost of funding of the Bank in Dollars of the
Loan (or the relevant part thereof) plus the Margin for such Interest Period; if the
relevant circumstances are continuing at the end of the Interest Period so set by the
Bank, the Bank shall continue to set the following Interest Period and an interest
rate representing its cost of funding in Dollars of the Loan (or the relevant part
thereof) plus the Margin for such Interest Period.
 (e)
    
    Notice of prepayment
 If the Borrowers do not agree with an interest rate set by the Bank under Clause
3.6(d), the Borrowers may give the Bank not less than 15 Banking Days notice of its
intention to prepay the Loan at the end of the interest period set by the Bank.
 (f)
    
    Prepayment; termination of the Term Commitment
 A notice under Clause 3.6(e) shall be irrevocable; and on the last Banking Day of
the interest period set by the Bank, the Borrowers shall prepay (without premium or
penalty) the Loan, together with accrued interest thereon at the applicable rate plus
the Margin and the balance of the Outstanding Indebtedness.
 (g)
    
    Application of prepayment
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The provisions of Clause 4 shall apply in relation to the prepayment made
hereunder.
 4.
    
    REPAYMENT  PREPAYMENT4.1
    
    RepaymentThe Borrowers shall, jointly and severally, and it is expressly undertaken by the Borrower
to repay the Loan jointly and severally by (a) twenty eight (28) consecutive quarterly
repayment instalments (the Repayment Instalments), each to be repaid on each of the
Repayment Dates so that the first be repaid three (3) months from the Drawdown Date and each
of the subsequent ones consecutively falling due for payment on each of the dates falling
three (3) months after the immediately preceding Repayment Date with the last of such
Repayment Instalments falling due for payment on the Final Maturity Date and (b) the Balloon
Instalment falling due for payment together with the last (28th) Repayment
Instalment on the Final Maturity Date; subject to the provisions of this Agreement, each
Repayment Instalment shall be in amounts as follows:
 (i)
    
    1st to 4th (both inclusive) of such Repayment Instalments
shall be in the amount of Dollars five hundred thousand ($500,000) each; and(ii)
    
    5th to 28th (both inclusive) of such Repayment
Instalments shall be in the amount of Dollars eight hundred and thirty seven thousand
five hundred ($837,500) each;
 Provided that (a) if the last Repayment Date would otherwise fall after the Final
Maturity Date, the last Repayment Date shall be the Final Maturity Date, (b) in the event
that the Commitment is not drawn down in full, the amount of each of the Repayment
Instalments and the Balloon Instalment shall be proportionally reduced, (c) there shall be
no Repayment Dates after the Final Maturity Date and (d) on the Final Maturity Date the
Borrowers shall also pay to the Bank any and all other moneys then due and payable under
this Agreement and the other Security Documents.and Provided further that if any of the Repayment Instalments shall become due on a
day which is not a Banking Day, the due date therefor shall be extended to the next
succeeding Banking Day unless such Banking Day falls in the next calendar month in which
event such due date shall be the immediately preceding Banking Day.4.2
    
    Voluntary PrepaymentThe Borrowers shall have the right, upon giving the Bank not less than five (5) Banking
Days notice in writing, to prepay part or all of the Loan in each case together with all
unpaid interest accrued thereon and all other sums of money whatsoever due and owing from
the Borrowers to the Bank hereunder or pursuant to the other Security Documents and all
interest accrued thereon, provided that:
 (a)
    
    the giving of such notice by the Borrowers will irrevocably commit the
Borrowers to prepay such amount as stated in such notice;(b)
    
    such prepayment may take place only on the last day of an Interest Period in
respect of the Loan provided however, that if the Borrowers shall request consent to
make such prepayment on another day and the Bank shall accede to such request (it being
in the sole discretion of the Bank to decide whether or not to do so) the Borrowers
will pay in addition to the amount to be prepaid, any such sum as may be payable to the
Bank pursuant to Clause 10.1;
 17




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(c)
    
    each such prepayment shall be in an amount of no less than the amount of the
Repayment Instalment due and payable at that time or a whole multiple thereof or the
balance of the Loan and will be applied by the Bank in or towards the pro-rata
prepayment of the Balloon Installment and the Repayment Instalments;(d)
    
    every notice of prepayment shall be effective only on actual receipt (including
by fax) by the Bank, shall be irrevocable and shall oblige the Borrowers to make such
prepayment on the date specified;(e)
    
    no amount prepaid may be re-borrowed; and(f)
    
    the Borrowers may not prepay the Loan or any part thereof save as expressly
provided in this Agreement.
 4.3
    
    Compulsory Prepayment in case of Total Loss or sale of a Vessel
 (a)
    
    Total Loss of a Mortgaged Vessel
 On any Mortgaged Vessel being subsequently determined to be a Total Loss:
 (i)
    
    prior to the advancing of the Commitment, the obligation of the
Bank to make available the Commitment shall immediately cease; or(ii)
    
    in case the Commitment or, as the case may be, an Advance, has
been already advanced, the amount of the Loan shall, on expiry of a period of
one hundred and eighty (180) days following the occurrence of such Total Loss
or the date on which the relevant Vessel suffered damage or the incident which,
in the reasonable opinion of the Bank, may result in such Vessel being
subsequently determined to be a Total Loss occurred or, if earlier, on the date
upon which the insurance proceeds in respect of such Total Loss are, or
Requisition Compensation in respect of such Mortgaged Vessel, is received by
the Owner thereof (or the Bank pursuant to the Security Documents), be reduced
by an amount equal to higher of (a) the full amount of the insurance proceeds
and (b) the Relevant Percentage (as hereinafter defined) together with accrued
interest on the Loan to the date of prepayment and all other sums due and
payable by the Borrower to the Bank pursuant to this Agreement and the other
Security Documents, including without limitation, any amounts payable under
Clause 4.4, as the Bank may in its absolute discretion determine, which should
be prepaid by the Borrowers in order to protect the Banks security position
and (without limitation) satisfy the provision of Clause 8.6 (c)..
 For the purpose of this Agreement:
 (aa)
    
    an actual total loss of a Vessel shall be
deemed to have occurred at the actual date and time such Vessel was
lost but in the event of the date of the loss being unknown then the
actual total loss shall be deemed to have occurred on the date on which
the Vessel was last reported;(bb)
    
    a constructive total loss shall be deemed to
have occurred at the earlier of (a) date and time notice of abandonment
of a Vessel has been given to the insurers of such Vessel and (b) date
and time claim for insurance indemnity has been submitted to the
insurers of a Vessel and in any case no later than sixty (60) days from
the date of occurrence of the total loss and regardless of whether
notice of abandonment of the Vessel has been given to the
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insurers of such Vessel or claim for insurance indemnity has been submitted to the
insurers of such Vessel;(cc)
    
    a compromised or arranged total loss shall be
deemed to have occurred on the date on which a binding agreement as to
such compromised or arranged total loss has been entered into by the
insurers of a Vessel and the Owner and in any case no later than sixty
(60) days from the date of occurrence of the total loss and regardless
of whether claim for insurance indemnity has been submitted to the
insurers of the Vessel or a binding agreement as to such total loss has
been entered into by the insurers of such Vessel and the Owner;(dd)
    
    requisition for title or other compulsory
acquisition of the Vessel shall be deemed to have occurred on the date
upon which the relevant requisition for title or other compulsory
acquisition occurs; and(ee)
    
    hijacking, theft, condemnation, capture,
seizure, detention, arrest, or confiscation of the Vessel by any
government or by any person acting or purporting to act on behalf of
any government, which deprives the Borrower of the use of the Vessel
for more than thirty (30) days shall be deemed to occur upon the expiry of the period of
thirty (30) days after the date upon which the relevant hijacking,
theft, condemnation, capture, seizure, detention, arrest or
confiscation occurred.
 (b)
    
    Sale of a Mortgaged VesselIn the event of a sale or other disposal of any Mortgaged Vessel
or if the Borrowers request the Banks consent for the discharge of the
Mortgage on any Mortgaged Vessel, the Borrowers shall prepay an amount equal to
higher of (a) the full amount of the sale proceeds and (b) the Relevant
Percentage (as hereinafter defined) together with accrued interest on the Loan
to the date of prepayment and all other sums due and payable by the Borrower to
the Bank pursuant to this Agreement and the Borrowers shall thereupon be
obliged to make such repayment of the Loan, Provided always that such sale or
such other disposal is made at the Market Value of the relevant Vessel
prevailing at the time and that all sale proceeds are paid to the Bank for
application as described herein;and for the purpose of this Clause 4.3,Relevant Percentagein relation to any Mortgaged Vessel, means an amount equal to
the proportion which the Market Value of such Mortgaged Vessel bears to the
aggregate of the Market Values of the Mortgaged Vessels based on the valuations of
such Vessels carried out under Clause 8.6(b) immediately before the Total Loss or
the date on which the relevant Mortgaged Vessel suffered damage or the incident
which, in the reasonable opinion of the Bank, may result in such Mortgaged Vessel
being subsequently determined to be a Total Loss occurred or the sale or other
disposal of the relevant Vessel, as the case may be,Provided however that if the relevant Mortgaged Vessel so lost or sold or
otherwise disposed of is the last Mortgaged Vessel, then the full amount of the
insurance or, as the case may be, the sale proceeds shall apply against full
repayment of the Outstanding Indebtedness and additionally the Borrowers shall pay
to the Bank the balance (if any) of the Outstanding Indebtedness;
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In case of refinancing by another bank, then the full amount of the Outstanding
Indebtedness will be repaid to the Bank.(c)
    
    Application by the Bank in case of compulsory prepaymentAny amount prepaid in accordance with Clause 4.3 (a) and (b) which is less than the
whole of the Outstanding Indebtedness will be applied by the Bank in or towards pro
rata satisfaction of the Balloon Instalment and the then outstanding Repayment
Instalments.
 4.4
    
    Amounts payable on prepaymentAny prepayment of all or part of the Loan under this Agreement shall be made together with
(a) accrued interest on the amount to be prepaid to the date of such prepayment (calculated,
in the case of a prepayment pursuant to Clause 3.6 (b) at a rate equal to the aggregate of
the Margin and the cost to the Bank of funding the Loan), (b) any additional amount payable
under Clause 5 and (c) all other sums payable by the Borrowers to the Bank under this
Agreement or any of the other Security Documents including, without limitation, any amounts
payable under Clause 10.5.
    
    PAYMENTS, TAXES, LOAN ACCOUNT AND COMPUTATION5.1
    
    Payments  No set-off or Counterclaims
 (a)
    
    The Borrowers acknowledge that, in performing their obligations under this
Agreement, the Bank will be incurring liabilities to third parties in relation to the
funding of amounts to the Borrowers, such liabilities matching the liabilities of the
Borrowers to the Bank and that it is reasonable for the Bank to be entitled to receive
payments from the Borrowers gross on the due date in order that the Bank is put in a
position to perform its matching obligations to the relevant third parties.
Accordingly, all payments to be made by the Borrowers under this Agreement and/or any
of the other Security Documents shall be made in full, without any set-off or
counterclaim whatsoever and, subject as provided in Clause 5.3, free and clear of any
deductions or withholdings or Governmental Withholdings whatsoever, as follows:
 (i)
    
    in Dollars, not later than 10.00 a.m. (London time) on the
Banking Day (in Athens, London and New York City) on which the relevant payment
is due under the terms of this Agreement; and(ii)
    
    to the Receiving Bank for the account of the Bank, reference:
ADVENTURE NINE S.A. & ADVENTURE TWELVE S.A.  LOAN AGREEMENT DATED .... DECEMBER
2009, Provided however, that the Bank shall have the right to change the place
of account for payment, upon eight (8) Banking Days prior written notice to
the Borrowers.
 (b)
    
    If at any time it shall become unlawful or impracticable for the Borrowers to
make payment under this Agreement to the relevant account or bank referred to in Clause
5.1(a), the Borrowers may request and the Bank may agree to alternative arrangements
for the payment of the amounts due by the Borrowers to the Bank under this Agreement or
the other Security Documents.
 5.2
    
    Payments on Banking Days
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All payments due shall be made on a Banking Day. If the due date for payment falls on a day
which is not a Banking Day, the payment or payments due shall be made on the next following
Banking Day unless such Banking Day falls in the next calendar month in which case payment
shall be made on the immediately preceding Banking Day.5.3
    
    Gross UpIf at any time any law, regulation, regulatory requirement or requirement of any
governmental authority, monetary agency, central bank or the like compels the Borrowers to
make payment subject to Governmental Withholdings, or any other deduction or withholding,
the Borrowers shall pay to the Bank such additional amounts as may be necessary to ensure
that there will be received by the Bank a net amount equal to the full amount which would
have been received had payment not been made subject to such Governmental Withholdings or
other deduction or withholding. The Borrowers shall indemnify the Bank against any losses
or costs incurred by the Bank by reason of any failure of the Borrowers to make any such
deduction or withholding or by reason of any increased payment not being made on the due
date for such payment. The Borrowers shall, not later than thirty (30) days after each
deduction, withholding or payment of any Governmental Withholdings, forward to the Bank
official receipts and any other documentary receipts and any other documentary evidence
reasonably required by the Bank in respect of the payment made or to be made of any
deduction or withholding or Governmental Withholding. The obligations of the Borrowers
under this provision shall, subject to applicable law, remain in force notwithstanding the
repayment of the Loan and the payment of all interest due thereon pursuant to the provisions
of this Agreement.5.4
    
    Certificates ConclusiveAny certificate or determination of the Bank as to any rate of interest, rate of exchange or
any other amount pursuant to and for the purposes of any of the Security Documents shall, in
the absence of manifest error, be conclusive and binding on the Borrowers.5.5
    
    ComputationAll interest and other payments payable by reference to a rate per annum under this
Agreement shall accrue from day to day and be calculated on the basis of actual days elapsed
and a 360 day year.6.
    
    REPRESENTATIONS AND WARRANTIES6.1
    
    The Borrowers, jointly and severally, hereby represent and warrant to the Bank that:Continuing representations and warranties
 (a)
    
    Due Incorporation/Valid Existenceeach Borrower and each of the other corporate Security Parties is duly incorporated
and validly existing and in good standing under the laws of their respective
countries of incorporation as limited liability companies, and have power to own
their respective property and assets, to carry on their respective business as the
same are now being lawfully conducted and to (directly or indirectly) purchase, own,
finance and operate vessels, or, as the case may be, manage vessels, as well as to
undertake the obligations which they have undertaken or shall undertake pursuant to
the Security Documents;
 21




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(b)
    
    Due Corporate Authorityeach Borrower and each of the other Security Parties has power to execute, deliver
and perform its obligations under the Security Documents to which it is a party and
to borrow the Commitment and each of the other Security Parties has power to execute
and deliver and perform its obligations under the Security Documents to which it is
or is to be a party; all necessary corporate, shareholder (if required) and other
action has been taken to authorise the execution, delivery and performance of the
same and no limitation on the powers of the Borrowers to borrow will be exceeded as
a result of borrowing the Loan;(c)
    
    Litigationno litigation, arbitration, tax claim or administrative proceeding involving a
potential liability of any of the Borrowers or any other Security Party is current
or pending or (to its or its officers knowledge) threatened against any of the
Borrowers or any other Security Party, which, if adversely determined, would have a
materially adverse effect on the business assets or the financial condition of any
of them;(d)
    
    No conflict with other obligationsthe execution and delivery of, the performance of its obligations under, and
compliance with the provisions of, the Security Documents by the relevant Security
Parties will not (i) contravene any existing applicable law, statute, rule or
regulation or any judgment, decree or permit to which any of the Borrowers or
any other Security Party is subject, (ii) conflict with, or result in any breach of
any of the terms of, or constitute a default under, any agreement or other
instrument to which any of the Borrowers or any other Security Party is a party or
is subject to or by which it or any of its property is bound, (iii) contravene or
conflict with any provision of the memorandum and articles of association/articles
of incorporation/by-laws/statutes or other constitutional documents of any of the
Borrowers or any other Security Party or (iv) result in the creation or imposition
of or oblige any of the Borrowers or any other Security Party to create any
Encumbrance (other than a Permitted Encumbrance) on any of the undertakings, assets,
rights or revenues of any of the Borrowers or any other Security Party;(e)
    
    Financial Conditionthe financial condition any of the Borrowers or of any of the other Security Parties
has not suffered any material deterioration since that condition was last disclosed
to the Bank;(f)
    
    No ImmunityNone of the Borrowers nor any other Security Party nor any of their respective
assets are entitled to immunity on the grounds of sovereignty or otherwise from any
legal action or proceeding (which shall include, without limitation, suit,
attachment prior to judgement, execution or other enforcement);(g)
    
    Shipping Company
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each of the Borrowers and the Approved Manager is a shipping company involved in the
owning or, as the case may be, managing of ships engaged in international voyages
and earning profits in free foreign currency;(h)
    
    Licences/Authorisationevery consent, authorisation, license or approval of, or registration with or
declaration to, governmental or public bodies or authorities or courts required by
any Security Party to authorise, or required by any Security Party in connection
with, the execution, delivery, validity, enforceability or admissibility in evidence
of each of the Security Documents or the performance by each Security Party of its
obligations under the Security Documents has been obtained or made and is in full
force and effect and there has been no default in the observance of any of the
conditions or restrictions (if any) imposed in, or in connection with, any of the
same so far as the Borrowers are aware;(i)
    
    Perfected Securitieswhen duly executed, the Security Documents will create a perfected security interest
in favour of the Bank, with the intended priority, over the assets and revenues
intended to be covered, valid and enforceable against the Borrowers and the other
Security Parties;(j)
    
    No Notarisation/Filing/Recordingsave for the registration of any mortgage in the Registry, it is not necessary to
ensure the legality, validity, enforceability or admissibility in evidence of this
Agreement or any of the other Security Documents that it or they or any other
instrument be notarised, filed, recorded, registered or enrolled in any court,
public office or elsewhere or that any stamp, registration or similar tax or charge
be paid on or in relation to this Agreement or the other Security Documents;(k)
    
    Validity and Binding Effectthe Security Documents constitute (or upon their execution  and in the case of any
mortgage upon its registration at the Registry  will constitute) valid and legally
binding obligations of the relevant Security Parties enforceable against the
Borrowers and the other Security Parties in accordance with their respective terms
and that there are no other agreements or arrangements which may adversely affect or
conflict with the Security Documents or the security thereby created; and(l)
    
    Valid Choice of Lawthe choice of law agreed to govern this Agreement and/or any other Security Document
and the submission to the jurisdiction of the courts agreed in each of the Security
Documents are or will be, on execution of the respective Security Documents, valid
and binding on the Borrowers and any other Security Party which is or is to be a
party thereto.
 6.2
    
    Each Borrower hereby further represents and warrants to the Bank that:Initial representations and warranties
 (a)
    
    Direct obligations  Pari Passu
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the obligations of the Borrowers under this Agreement are direct, general and
unconditional obligations of the Borrowers and rank at least pari passu with all
other present and future unsecured and unsubordinated Indebtedness of the Borrowers
with the exception of any obligations which are mandatorily preferred by law;(b)
    
    Informationall information, accounts, statements of financial position, exhibits and reports
furnished by or on behalf of any Security Party and the Group to the Bank in
connection with the negotiation and preparation of this Agreement and each of the
other Security Documents are true and accurate in all material respects and not
misleading, do not omit material facts and all reasonable enquiries have been made
to verify the facts and statements contained therein; to the knowledge of the
Directors/Officers of the Borrowers, there are no other facts the omission of which
would make any fact or statement therein misleading and, in the case of accounts and
statements of financial position, they have been prepared in accordance with
generally accepted accounting principles which have been consistently applied;(c)
    
    No Defaultno Default has occurred and is continuing;(d)
    
    No Taxesno Taxes are imposed by deduction, withholding or otherwise on any payment to be
made by the Borrowers under this Agreement and/or any other of the Security
Documents or are imposed on or by virtue of the execution or delivery of this
Agreement and/or any other of the Security Documents or any document or instrument
to be executed or delivered hereunder or thereunder. In case that any Tax exists
now or will be imposed in the future, it will be borne by the Borrowers;(e)
    
    No Default under other IndebtednessNone of the Borrower is in Default under any agreement relating to Indebtedness to
which it is a party or by which it may be bound;(f)
    
    Ownership/Flag/Seaworthiness/Class/Insurance of the Vesselseach Vessel on the Drawdown Date will be:
 (i)
    
    in the absolute and free from Encumbrances (other than in
favour of the Bank) ownership of the respective Borrower who will on and after
the Drawdown Date be the sole legal and beneficial owner of the relevant
Vessel;(ii)
    
    registered in the name of the respective Borrower through the
Registry under the laws and flag of the Flag State;(iii)
    
    operationally seaworthy and in every way fit for service;(iv)
    
    classed with a classification society which is a member of IACS
and which has been approved by the Bank in writing and such class will be
 24




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free of all requirements and recommendations of such classification society
affecting class;(v)
    
    insured in accordance with the provisions of this Agreement;(vi)
    
    managed by the Approved Manager; and(vii)
    
    in full compliance with the ISM Code and the ISPS Code;
 (g)
    
    No CharterSave for any Charterparty, the Vessels will not on or before the Drawdown Date be
subject to any charter or contract nor to any agreement to enter into any charter or
contract which, if entered into after the Drawdown Date would have required the
consent of the Bank under any of the Security Documents and there will not on or
before the Drawdown Date be any agreement or arrangement whereby the Earnings of the
Vessels may be shared with any other person;(h)
    
    No EncumbrancesNone of the Vessels, nor their Earnings, Requisition Compensation or Insurances nor
any other properties or rights which are, or are to be, the subject of any of the
Security Documents nor any part thereof will, on the Drawdown Date, be subject to
any Encumbrances other than Permitted Encumbrances;(i)
    
    Compliance with Environmental Laws and Approvalsexcept as may already have been disclosed by the Borrowers in writing to, and
acknowledged in writing by, the Bank:
 (i)
    
    the Borrowers and their Related Companies have complied with
the provisions of all Environmental Laws;(ii)
    
    the Borrowers and their Related Companies have obtained all
Environmental Approvals and are in compliance with all such Environmental
Approvals; and(iii)
    
    none of the Borrowers nor any of their Related Companies have
received notice of any Environmental Claim that any of the Borrowers or any of
its Related Companies are not in compliance with any Environmental Law or any
Environmental Approval;
 (j)
    
    No Environmental Claims
 (i)
    
    except as may already have been disclosed by the Borrowers in
writing to, and acknowledged in writing by, the Bank:
 (aa)
    
    there is no Environmental Claim pending or, to
the best of the Borrowers knowledge and belief, threatened against any
of the Borrowers or the Vessels or the Borrowers Related Companies or
any other Relevant Ship; and(bb)
    
    there has been no emission, spill, release or
discharge of a Material of Environmental Concern from any of the
Vessels or any other Related Ship or any vessel owned by, managed or
 25




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crewed by or chartered to any of the Borrowers which could give rise
to an Environmental Claim;
 (k)
    
    Copies true and completethe copies of the Management Agreement delivered or to be delivered to the Bank
pursuant to clause 7.4 are, or will when delivered be, true and complete copies of
such documents; such documents will when delivered constitute valid and binding
obligations of the parties thereto enforceable in accordance with their respective
terms and there will have been no amendments or variations thereof or defaults
thereunder;(l)
    
    Application made for DOC and SMCthe Operator has applied for a DOC for itself and an SMC in respect of the Vessels
and that none of the Borrowers nor any Operator is aware of any reason why such
application may be refused;(m)
    
    Compliance with ISPS codethe Vessels and any Operator comply or will on the Drawdown Date comply with the
requirements of the ISPS Code.(n)
    
    Acting for its own accountEach Borrower by entering into this Agreement and the other Security Documents is
acting on its own behalf and for its own account.(o)
    
    No Money launderingin relation to the borrowing by each Borrower of the Loan, the performance and
discharge of its obligations and liabilities under this Agreement and the
transactions and other arrangements effected or contemplated by this Agreement, each
Borrower is acting for its own account and that the foregoing will not involve or
lead to contravention of any law, official, requirement or other regulatory measure
or procedure implemented to combat money laundering as defined in para (a) of
Article 1 of the Law 2331/1995 (as amended) of the Hellenic Republic.
 6.3
    
    Representations CorrectAt the time of entering into this Agreement all above representations and warranties or any
other information given by the Borrowers and/or the Corporate Guarantor to the Bank are true
and accurate.6.4
    
    Repetition of Representations and WarrantiesThe representations and warranties in this Clause 6 (except in relation to the
representations and warranties in Clause 6.2) shall be deemed to be repeated by the
Borrowers on the Drawdown Date and on each Interest Payment Date throughout the Security
Period.7.
    
    CONDITIONS PRECEDENT7.1
    
    Conditions precedent to the execution of this Agreement
 26




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The Borrowers shall provide the Bank prior to the execution of this Agreement the following
documents and evidence in form and substance satisfactory to the Bank:
 (a)
    
    a duly certified true copy of the Articles of Incorporation and By-Laws or the
Memorandum and Articles of Association, or of any other constitutional documents, as
the case may be, of each corporate Security Party;(b)
    
    a recent certificate of incumbency of each corporate Security Party issued by
the appropriate authority or, as appropriate, signed by the secretary or a director
thereof, stating the officers and the directors of each of them and containing
specimens of their respective signatures;(c)
    
    minutes of separate meetings of the directors and shareholders (if required) of
each corporate Security Party at which there was approved (inter alia) the entry into,
execution, delivery and performance of this Agreement, the other Security Documents and
any other documents executed or to be executed pursuant hereto or thereto to which the
relevant corporate Security Party is or is to be a party;(d)
    
    the original of any power(s) of attorney and any further evidence of the due
authority of any person signing this Agreement, the other Security Documents, and any
other documents executed or to be executed pursuant hereto or thereto on behalf of any
corporate person;(e)
    
    evidence that all necessary licences, consents, permits and authorisations
(including exchange control ones) have been obtained by any Security Party for the
execution, delivery, validity, enforceability, admissibility in evidence and the due
performance of the respective obligations under or pursuant to this Agreement and the
other Security Documents; and(f)
    
    evidence that the arrangement fee due under Clause 10.9 has been paid in full;(g)
    
    any other documents or recent certificates or other evidence which would be
required by the Bank in relation to any other corporate Security Party evidencing that
the relevant Security Party has been properly established, continues to exist validly
and to be in good standing and stating respectively the full names and addresses of the
person or persons beneficially entitled as shareholders/ stockholders of the entire
issued and outstanding shares/ stock of each of them (in connection to the Corporate
Guarantor, this will apply to the shareholders controlling 25% of its issued share
capital);(h)
    
    evidence that the Earnings Account and the Retention Account have been duly
opened and all mandate forms, signature cards and authorities have been duly delivered;
 7.2
    
    Conditions concerning the VesselsThe obligation of the Bank to advance the Commitment is subject to the further condition
that the Bank shall have received prior to the drawdown:
 (a)
    
    evidence that each Vessel is duly registered in the ownership of the respective
Borrower through the Registry at the port of such Vessels port of registry under the
laws and flag of the Flag State free from any Encumbrances save for those in favour of
the Bank and otherwise as contemplated herein;
 27




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(b)
    
    evidence in form and substance satisfactory to the Bank that each Vessel has
been or will  on the Drawdown Date  be insured in accordance with the insurance
requirements provided for in Schedule 2 this Agreement and the other Security Documents
including a Mortgagees Interest Insurance, (herein MII) for an amount equal to 110%
of the amount of the Loan, which the Bank may at any time effect on such terms and with
such insurers as shall from time to time be determined by the Bank, to be followed by
full copies of cover notes, policies, certificates of entry or other contracts of
insurance and irrevocable authority is hereby given to the Bank at any time at its
discretion to obtain copies of the policies, certificates of entry or other contracts
of insurance from the insurers and/or obtain any information in relation to the
Insurances relating to such Vessel;(c)
    
    certified true copy of the Management Agreement(s) evidencing that each Vessel
is managed by the Approved Manager on terms acceptable to the Bank;(d)
    
    evidence that the trading certificates of the Vessels are valid and in force;(e)
    
    all necessary confirmations from the insurers of the Vessels that they will
issue letters of undertaking and endorse notice of assignment and loss payable clauses
on the Insurances, in form and substance satisfactory to the Bank in its sole
discretion and (  in the event of fleet cover  accompanied by waivers for liens for
unpaid premium of other vessels managed by the Approved Manager and which are not
subject to any mortgage in favour of the Bank) and an opinion signed by an independent
firm of marine insurance brokers appointed and/or approved by the Bank at the expenses
of the Borrowers confirming the adequacy of the Insurances maintained on the Vessels;(f)
    
    each of the Security Documents (as set out in Clause 11.1) duly executed and
where appropriate duly registered with the appropriate Registry;(g)
    
    valid class certificate (dated not more than three (3) days before the Drawdown
Date) issued by a major IACS classification society acceptable to the Bank, evidencing
that each of the Vessel maintains its class and remains free from any and all
recommendations, conditions, overdue notations or average damage affecting class;(h)
    
    the Drawdown Notice in respect of the Commitment duly executed and issued;(i)
    
    copies of the DOC and SMC referred to in paragraph (a) in the definition of the
ISM Code Documentation certified as true and in effect by the Borrowers and the
Approved Manager; and(j)
    
    copies of such ISM Code Documentation as the Bank may by written notice to the
Borrowers have requested not later than two (2) days before the Drawdown Date certified
as true and complete in all material respects by the Borrowers and the Approved
Manager;(k)
    
    copies of the ISSCs in relation to the Vessels;(l)
    
    a report signed by an independent firm of marine insurance brokers appointed by
the Bank at the expense of the Borrowers confirming the adequacy of the Insurances
maintained on the Vessels;
 28




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(m)
    
    if the Bank so requires, a satisfactory to the Bank review of class records and
recent condition survey report on the Vessels together with a comprehensive record
inspection from a surveyor appointed by the Bank, at the Borrowers expense;(n)
    
    certified true and complete copy of any Charterparty and any addenda thereto;(o)
    
    valuation of the Vessels, at the Borrowers expense, as at a date determined by
the Bank but in any event before the relevant drawdown, prepared on the basis specified
in Clause 8.6(b) by major shipbrokers appointed and/or approved by the Bank in form and
substance satisfactory to the Bank in its sole discretion;
 7.3
    
    No change of circumstancesThe obligation of the Bank to advance the Commitment or any part thereof is subject to the
further condition that at the time of the giving of the Drawdown Notice and on the Drawdown
Date:
 (a)
    
    the representations and warranties set out in Clause 6 and in each of the
Security Documents are true and correct on and as of each such time as if each was made
with respect to the facts and circumstances existing at such time;(b)
    
    no Default shall have occurred and be continuing or would result from the
drawdown; and(c)
    
    the Bank shall be satisfied that there has been no change in the ownership,
management, operations and/or adverse change in the financial condition of any Security
Party which (change) might, in the sole opinion of the Bank, be detrimental to the
interests of the Bank.
 7.4
    
    General ConditionsThe obligation of the Bank to advance the Commitment or any part thereof is subject to the
further condition that the Bank, prior to or simultaneously with the drawdown, shall have
received:
 (a)
    
    opinions from lawyers appointed by the Bank as to all the matters referred to
in Clauses 6.1(a) and (b) and all such aspects of law as the Bank shall deem relevant
to this Agreement and the other Security Documents and any other documents executed
pursuant hereto or thereto and any further legal or other expert opinion as the Bank at
its sole discretion may require;(b)
    
    confirmation from any agents nominated in this Agreement and elsewhere in the
other Security Documents for the acceptance of any notice or service of process, that
they consent to such nomination; and(c)
    
    a receipt in writing in form and substance satisfactory to the Bank including
an acknowledgement and admission of the Borrowers and/or any other Security Party to
the effect that the Commitment or relevant part thereof (as the case may be) was drawn
by the Borrowers and a declaration by the Borrowers that all conditions precedent have
been fulfilled, that there is no Event of Default and that all the representations and
warranties are true and correct.
 7.5
    
    Waiver of conditions precedent
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The conditions specified in this Clause 7 are inserted solely for the benefit of the Bank
and may be waived by the Bank in whole or in part and with or without conditions. Without
prejudice to any of the other provisions of this Agreement, in the event that the Bank, in
its sole and absolute discretion, makes the Commitment available to the Borrowers prior to
the satisfaction of all or any of the conditions referred to in Clause 7.1 and 7.2, the
Borrowers hereby covenant and undertake to satisfy or procure the satisfaction of such
condition or conditions within such period as the Bank may, in its sole and absolute
discretion, agree or specify.
 7.6
    
    Further conditions precedent
 The Bank may request and the Borrower shall within such period from the date of such request
as shall be reasonably determined by the Bank, deliver to the Bank on such request further
favourable certificates and/or opinions as to any or all of the matters which are the
subject of Clauses 6, 7, 8 and 9.
 8.
    
    COVENANTS
 The Borrowers hereby, jointly and severally, undertake with the Bank that, from the date of
this Agreement and as long as any moneys are due and/or owing and/or outstanding under this
Agreement or any of the other Security Documents, the Borrowers will:
 8.1
    
    Information Covenants
 (a)
    
    Annual financial Statementsfurnish the Bank, in form and substance satisfactory to the Bank, with annual
financial statements of the Borrowers and annual audited consolidated financial
statements of the Corporate Guarantor at latest within 180 days after the end of the
financial year concerned, this obligation to commence with the financial year ending
31st December, 2009, prepared in accordance with generally accepted accounting
principles consistently applied;(b)
    
    Financial Informationprovide the Bank annually and from time to time as the Bank may reasonably request
and in form and substance satisfactory to the Bank with information on the financial
conditions, cash flow position, commitments and operations of the Borrowers and the
Group including cash flow analysis and voyage accounts of any vessels owned by any
such party with a breakdown of income and running expenses showing net trading
profit, trade payables and trade receivables, such financial details to be certified
by one of the directors of the relevant company as to their correctness; and(c)
    
    Information on adverse change or Defaultpromptly inform the Bank of any occurrence which came to the knowledge of the
Borrowers which might adversely affect the ability of any of the Borrowers or any
other Security Party to perform its respective obligations under this Agreement
and/or any of the other Security Documents and of any Default forthwith upon
becoming aware thereof and will from time to time, if so requested by the Bank,
confirm to the Bank in writing that, save as otherwise stated in such confirmation,
no Default has occurred and is continuing;
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(d)
    
    Information on the employment of the Vesselsprovide the Bank from time to time as the Bank may request with information on the
employment of the Vessels and of any Relevant Ship as well as on the terms and
conditions of any charterparty, contract of affreightment, agreement or related
document in respect of the employment of the Vessels and of any Relevant Ship, such
information to be certified by one of the directors of the Borrowers as to their
correctness;(e)
    
    Information for the Securities and Exchange Commission (SEC)
  8.2
    
    Banking operations
 ensure that, all banking operations in connection with the Vessels are carried out through
the Lending Branch; and
 8.3
    
    Additional Financial Covenants
 The Borrowers shall ensure that, commencing with the financial year ending 31st
December, 2010 and throughout the Security Period, the financial condition of the Corporate
Guarantor on a consolidated basis and as evidenced by the most recent financial statements
produced in accordance with sub-clause 8.1(a), shall be such that:
 (a)
    
    ensure that the Leverage Ratio of the Corporate Guarantor will not at any time
exceed 55%;(b)
    
    ensure that the ratio of EBITDA over Net Interest Expenses is not lower than
3x;(c)
    
    ensure that the Corporate Liquidity of the Corporate Guarantor to be on average
Dollars three million ($3,000,000);
 The expressions used in this Clause 8.3 shall be construed in accordance with law and
accounting principles internationally accepted as used in the most recent financial
statements produced in accordance with sub-clause 8.1(a), and for the purposes of this
Agreement:Accounting Periodmeans each consecutive period of twelve (12) months falling during the
Security Period (ending on the last day in December of each year) for which the annual
financial statements are required to be delivered pursuant to sub-clause 8.1(a);Leverage Ratiomeans, in respect of each Accounting Period and on a consolidated basis of
the Group, Total Liabilities divided by the Total Assets (both net of cash) during such
period.Corporate Liquidity in relation to the Corporate Guarantor means, in respect of an
Accounting Period, the aggregate amount of cash deposits held in accounts of the Corporate
Guarantor free from any encumbrances;EBITDA means, in respect of an Accounting Period, the aggregate amount of consolidated
pre-tax profits of the Group before interest, taxes, depreciation and amortization;
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Interest Expenses means, in respect of an Accounting Period, the aggregate 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;Total Assetsmeans, in respect of an Accounting Period, total assets (excluding cash and
cash equivalents) of the Group as stated in the most recent financial statements produced in
accordance with sub-clause 8.1(a); andTotal Liabilities means at any relevant time the total liabilities (excluding cash
and cash equivalents) of the Group as stated in the most recent financial statements
produced in accordance with sub-clause 8.1(a).
 8.4
    
    No Further Financial Exposure
 without the prior written consent of the Bank:
 (a)
    
    No further Indebtednessincur no further Indebtedness nor authorise or accept any capital commitments (other
than that (i) normally associated with the day to day operations of the Vessels) and
(ii) associated with the issuance of letters of guarantee up to Dollars three
hundred thousand ($300,000) in aggregate under normal course of business) nor enter
into any agreement for payment on deferred terms or hire agreement;(b)
    
    No Loansnot make any loans or advances to, or any investments or pay any interest thereon,
in any person, firm, corporation, joint venture or other entity including (without
limitation) any loan or advance to any officer, director, stockholder or employee
directly or through the Approved Manager;(c)
    
    No Disposal of Assets/Dividendsnot dispose of any assets without the prior written consent of the Bank; the payment
of dividends is permitted provided that no Event of Default has occurred and that no
Event of Default will result out of the distribution of dividends;(d)
    
    No Paymentsexcept pursuant to this Agreement and the other Security Documents (or as expressly
permitted by the same) not pay out any funds to any company or person except in
connection with the administration of the Borrowers, the operation, maintenance
and/or repair of the Vessels;
 8.5
    
    Maintenance of Business and legal Structure
 (a)
    
    Maintenance of Business Structurenot change the nature, organisation and conduct of its business as, owner of the
Vessels or carry on any business other than the business carried on at the date
hereof;(b)
    
    Maintenance of Legal Structure
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##### 



ensure that none of the documents defining the constitution of the Borrowers and/or
any corporate shareholder shall be altered in any manner whatsoever;(c)
    
    Controlensure that no change shall be made directly or indirectly in the ownership,
beneficial ownership, control or management of the Borrowers and the Corporate
Guarantor (as far as its controlling interest is concerned) or any share therein or,
of the Vessels without the prior written consent of the Bank;(d)
    
    No change of controlling interestensure that, without the prior written consent of the Bank, no change will be made
in the shareholding of the Corporate Guarantor that may result in one shareholder
interest controlling 25% or more of the Corporate Guarantors issued share capital;(e)
    
    No mergernot merge or consolidate with any other company or person;(f)
    
    Subsidiariesnot form or acquire any Subsidiaries; and(g)
    
    Share capital and distributionnot purchase or otherwise acquire for value any shares of its capital or distribute
any of its present or future assets, undertakings, rights or revenues to any of its
shareholders;(h)
    
    Know your customer and money laundering complianceprovide the Bank with such documents and evidence as the Bank shall from time to
time require, based on law and regulations applicable from time to time and the
Banks own internal guidelines applicable from time to time to identify the
Borrowers and the other Security Parties, including the ultimate legal and
beneficial owner or owners of such entities (in respect to the Corporate Guarantor,
this will apply to the shareholders controlling 25% or more of its issued share
capital), and any other persons involved or affected by the transaction(s)
contemplated by this Agreement.
 8.6
    
    Pari passu/Value of Security
 (a)
    
    Pari passuensure that its obligations under this Agreement shall, without prejudice to the
provisions of this Clause 8.6 at all times rank at least pari passu with all its
other present and future unsecured and unsubordinated Indebtedness with the
exception of any obligations which are mandatorily preferred by law and not by
contract;(b)
    
    Valuation of the Vesselsat any time (and at least once per year) that the Bank might consider to be (at the
sole discretion of the Bank) necessary or useful and at the expense of the
 33




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Borrowers, have the Vessels valued in Dollars, without, unless required by the Bank,
physical inspection and on the basis of sale for prompt delivery and free of
Encumbrances for cash at arms length on normal commercial terms as between a
willing seller and a willing buyer without taking into account the benefit of any
charterparty or other engagement concerning the Vessels (the basis of valuation),
by a reputable shipbroker as may from time to time be appointed by the Bank for this
purpose;(c)
    
    Vessels Value to Debt Ratio-Additional Securityensure and procure that the Security Value shall be no less than the Security
Requirement at the relevant time and if at any relevant time the Security Value is
less than the Security Requirement, the Borrowers shall within fifteen (15) days of
being advised by the Bank of such shortfall, either prepay or provide additional
security in form and substance in all respects acceptable to the Bank in an amount
at least equal to the amount of such shortfall. Such additional security shall be
constituted by:
 (i)
    
    additional pledged cash deposits in favour of the Bank in an
amount equal to such shortfall with a bank and in an account and manner to be
determined by the Bank; and/or(ii)
    
    any other security acceptable to the Bank to be provided in a
manner determined by the Bank.
 (d)
    
    Market ValueThe Market Value of the Vessels shall be determined for the purpose of Clause 8.6(c)
and shall be notified by the Bank to the Borrowers and the valuation of such
shipbroker shall constitute the value of the Vessels for the purposes of this
Agreement and shall be binding upon the parties hereto. All costs in connection with
such valuation and any valuation of any additional security provided pursuant to
Clause 8.6(c) shall be borne by the Borrowers. Any valuation referred to in Clause
8.6 to be addressed to the Bank, but copies to be given to the Borrowers after
relevant request by the Borrowers.Provided, however, that in the event that the Market Value of the Vessels
(determined in accordance with Clause 8.6(b)) shall be less than the Security
Requirement, then the value of the Vessels shall be determined by three (3) out of
the shipbrokers referred to in Clause 8.6(b) (one of which shall be the initial
valuator) and in that case the mean of such three (3) valuations of such shipbrokers
shall constitute the value of the Vessels for the purposes of this Agreement and
shall be binding upon the parties hereto.(e)
    
    Valuation of additional securityFor the purpose of this Clause 8.6, the market value of any additional security
provided or to be provided to the Bank shall be determined by the Bank in its
absolute discretion without any necessity for the Bank assigning any reason thereto
provided always that if the additional security is in the form of a collateral
vessel such collateral vessel shall be valued in accordance with the provisions of
Clause 8.6(b) or if the additional security is in form of a cash deposit full credit
shall be given for such cash deposit on a Dollar for Dollar basis.
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(f)
    
    Documents and evidenceIn connection with any additional security provided in accordance with this Clause
8.6, the Bank shall be entitled to receive such evidence and documents as may in the
Banks reasonable opinion be appropriate and such favourable legal opinions as the
Bank shall in its absolute discretion require.
 8.7
    
    Maintenance of Assets
 (a)
    
    No Transfer of Assetsnot convey, assign, transfer, sell or otherwise dispose of or deal with any of their
real or personal property, assets or rights, whether present or future, without the
prior written consent of the Bank; and(b)
    
    No Encumbrance of Assetsnot allow any part of its undertaking, property, assets or rights, whether present
or future, to be mortgaged, charged, pledged, used as a lien or otherwise encumbered
without the prior written consent of the Bank; and
 8.8
    
    Covenants Concerning the Vessels
 (a)
    
    Ownership/Management/Controlensure that the Vessels are registered on the Drawdown Date under the laws of the
Flag State and thereafter maintain her present ownership, management, control and
beneficial ownership and that no change of name, ownership or flag of the Vessels
will take place without the Banks prior written consent;(b)
    
    Classensure that the Vessels will remain in highest class free of any and all
recommendations, overdue notations or average damage affecting class and provide the
Bank on demand with copies of all class and trading certificates of the Vessels;(c)
    
    Insurancesensure that all Insurances of the Vessels are maintained and comply with all
insurance requirements specified in this Agreement and in the Mortgages and in case
of failure to maintain the Vessels so insured authorise the Bank (and such
authorisation is hereby expressly given to the Bank) to have the right but not the
obligation to effect such Insurances on behalf of the Borrowers (and in case that
any of the Vessels remains in port for an extended period to effect port risks
insurances at the cost of the Borrowers which, if paid by the Bank, shall be
Expenses);(d)
    
    Transfer/Encumbrancesnot without the prior written consent of the Bank sell or otherwise dispose of any
of the Vessels or any share therein or create or agree to create or permit to
subsist any Encumbrance over any of the Vessels (or any share or interest therein)
other than Permitted Encumbrances;
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(e)
    
    Not imperil Flag, Ownership, Insurancesensure that each Vessel is maintained and trades in conformity with the laws of the
Flag State, of its owning company or of the nationality of the officers of such
Vessel, the requirements of the Insurances and nothing is done or permitted to be
done which could endanger the flag of the said Vessel or its unencumbered (other
than Permitted Encumbrances) ownership or its Insurances;(f)
    
    Mortgage Covenantsalways comply with all the covenants provided for in the Mortgages;(g)
    
    Chartersave for any Charterparty, not enter into a charterparty, contract of affreightment,
agreement or related document in respect of the employment of any of the Vessels (i)
on demise charterparty or (ii) without the prior written consent of the Bank, for a
period for more than twelve (12) months or below the market rate prevailing at the
time when any of the Vessels is fixed in or on terms which are not in accordance
with the commercial practice prevailing at the relevant time;(h)
    
    Assignment of Earningsnot assign or agree to assign otherwise than to the Bank the Earnings or any part
thereof; and(i)
    
    Compliance with Environmental Lawscomply with, and procure that all Environmental Affiliates of any Relevant Party
comply with, all Environmental Laws including without limitation, requirements
relating to manning and establishment of financial responsibility and to obtain and
comply with, and procure that all Environmental Affiliates of such Relevant Party
obtain and comply with, all Environmental Approvals and to notify the Bank
forthwith:
 (i)
    
    of any Environmental Claim for an amount or amounts in
aggregate exceeding (a) $200,000 made against any of the Vessels and $500,000
made against any Relevant Ship and/or her respective owner; and(ii)
    
    upon becoming aware of any incident which may give rise to an
Environmental Claim and to keep the Bank advised in writing of the Borrowers
response to such Environmental Claim on such regular basis and in such detail
as the Bank shall require;
 (j)
    
    Right of surveythe Bank shall have the right of inspection and/or survey of the Vessels at any
time, at the Borrowers expense, and shall have the right to review the operating
and insurance records of the Borrowers and the Corporate Guarantor;(k)
    
    Compliance with ISM and ISPS CodesEnsure that each Vessel and the Approved Manager will always be in compliance with
the ISM and ISPS Codes;
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8.9
    
    Observance of Covenants
 (a)
    
    Use of the Loanuse the Loan exclusively for the purpose specified in this Agreement;(b)
    
    Compliance with Covenantsduly and punctually perform each of the obligations expressed to be assumed by it
under this Agreement and the other Security Documents;(c)
    
    Payment on Demandpay to the Bank on demand any sum of money which is payable by the Borrowers to the
Bank under this Agreement but in respect of which it is not specified in any other
Clause when it is due and payable; and(d)
    
    Evidence of Complianceupon request by the Bank from time to time provide such information and evidence to
the Bank as the Bank would reasonably require to demonstrate compliance with the
covenants and undertakings set forth in this Agreement and the other Security
Documents;
 8.10
    
    Validity of Securities  Taxes etc.
 (a)
    
    Validityensure and procure that all governmental or other consents required by law and/or
any other steps required for the validity, enforceability and legality of this
Agreement and the other Security Documents are maintained in full force and effect
and/or appropriately taken;(b)
    
    Earningsensure and procure that, unless and until directed by the Bank otherwise (i) all the
Earnings of the Vessels shall be paid to the Earnings Account and (ii) the persons
from whom the Earnings are from time to time due are irrevocably instructed to pay
them to such account in the name of the Borrowers as shall be from time to time
agreed by the Bank in accordance with the provisions hereof and of the relevant
Security Documents;(c)
    
    Taxespay all Taxes, assessments and other governmental charges when the same fall due,
except to the extent that the same are being contested in good faith by appropriate
proceedings and adequate reserves have been set aside for their payment if such
proceedings fail; and(d)
    
    Additional Documentsfrom time to time and within ten (10) days after the Banks request execute and
deliver to the Bank or procure the execution and delivery to the Bank of all such
documents as shall be deemed desirable at the reasonable discretion of the Bank for
giving full effect to this Agreement, and for perfecting, protecting the value of
 37




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or enforcing any rights or securities granted to the Bank under any one or more of
this Agreement, the other Security Documents and any other documents executed
pursuant hereto or thereto and in case that any conditions precedent (with the
Banks consent) have not been fulfilled prior to the Drawdown, such conditions shall
be complied with within fourteen (14) days of Drawdown (unless the Bank agrees
otherwise in writing) and failure to comply with this covenant shall be an Event of
Default.
 8.11
    
    Compliance with the ISM Code
 Procure that the Approved Manager and any Operator:
 (a)
    
    will comply with and ensure that the Vessels and any Operator by no later than
the Drawdown Date complies with the requirements of the ISM Code, including (but not
limited to) the maintenance and renewal of valid certificates pursuant thereto
throughout the Security Period;(b)
    
    immediately inform the Bank if there is any threatened or actual withdrawal of
the Borrowers, the Approved Managers or an Operators DOC or the SMC in respect of
the Vessels; and(c)
    
    promptly inform the Bank upon the issue to the Borrowers, the Approved Manager
or any Operator of a DOC and to the Vessels of an SMC or the receipt by the Borrowers,
the Approved Manager or any Operator of notification that its application for the same
has been realised.
 8.12
    
    ISPS Code Compliance
 Procure that the Approved Manager or any Operator will:
 (a)
    
    maintain at all times a valid and current ISSC respect of the Vessels;(b)
    
    immediately notify the Bank in writing of any actual or threatened withdrawal,
suspension, cancellation or modification of the ISSC in respect of the Vessels; and(c)
    
    procure that the Vessels will comply at all times with the ISPS Code;
 8.13
    
    Covenants for the Security Parties
 ensure and procure that all other Security Parties and each of them duly and punctually
comply, with the covenants in Clauses 8.1 to 8.12 which are applicable to them mutatis
mutandis.
 9.
    
    EVENTS OF DEFAULT
 There shall be an Event of Default whenever an event described in Clauses 9.1 to 9.7 occurs:
 9.1
    
    Non Performance of Obligations
 (a)
    
    Any of the Borrowers or any other Security Party fails to pay any sum due from
any of the Borrowers or, as the case may be such Security Party, under this Agreement
and/or any of the other Security Documents at the time, in the currency and in the
manner stipulated herein and/or any of the other Security
 38




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Documents, or, in the case of any sum payable on demand, within three (3) Banking
Days of such demand; or(b)
    
    Any of the Borrowers or any other Security Party fails to observe and perform
any one or more of the covenants, terms or obligations contained in this Agreement
and/or any other Security Document relating to the Insurances; or(c)
    
    Any of the Borrowers or any other Security Party commits any breach of or omits
to observe any of the covenants, terms, obligations or undertakings under this
Agreement and/or any of the other Security Documents (other than failure to pay any sum
when due or to comply with any obligation concerning the Insurances) and, in respect of
any such breach or omission which in the opinion of the Bank is capable of remedy, such
action as the Bank may require shall not have been taken within five (5) days of the
Bank notifying the Borrowers and/or the relevant Security Party of such required action
to remedy the breach or omission; or
 9.2
    
    Events affecting the Security Parties
 (a)
    
    any Security Party is adjudicated or found bankrupt or insolvent or any
judgement or order is made by any competent court or resolution passed or petition
(which is not in the reasonable opinion of the Bank frivolous and is not being
contested in good faith by such Security Party) presented for the winding-up or
dissolution of any Security Party or for the appointment of a liquidator, trustee,
receiver, administrator or conservator of the whole or any part of the undertakings,
assets, rights or revenues of any Security Party; or(b)
    
    any Security Party becomes or is deemed to be insolvent or suspends payment of
its debts or is (or is deemed to be) unable to or admits inability to pay its debts as
they fall due or proposes or enters into any composition, compromise or other
arrangement for the benefit of its creditors generally or good faith proceedings are
commenced in relation to any Security Party under any law, regulation or procedure
relating to reconstruction or readjustment of debts; or(c)
    
    an encumbrancer takes possession or a receiver or similar officer is appointed
of the whole or any part of the undertakings, assets, rights or revenues of any
Security Party or a distress, execution, sequestration or other process is levied or
enforced upon or sued out against any of the undertakings, assets, rights or revenues
of any Security Party and is not discharged within fifteen (15) days; or(d)
    
    all or a material part of the undertakings, assets, rights or revenues of any
Security Party are seized, nationalised, expropriated or compulsorily acquired by or
under the authority of any government; or(e)
    
    any event occurs or proceeding is taken with respect to any Security Party in
any jurisdiction to which it is subject which has an effect equivalent or similar to
any of the events mentioned in sub-Clauses 9.2(a) to 9.2(d); or(f)
    
    any Security Party suspends or ceases or threatens to suspend or cease to carry
on its business; or(g)
    
    there occurs, in the reasonable opinion of the Bank, a materially adverse
change in the financial condition of any Security Party; or
 39




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(h)
    
    any other event occurs or circumstances arise which, in the reasonable opinion
of the Bank, materially and adversely affects either (i) the ability of any Security
Party to perform all or any of its obligations under or otherwise to comply with the
terms of this Agreement and/or any of the other Security Documents, or (ii) the
security created by this Agreement and/or any of the Security Documents; or(i)
    
    there is any material change in the beneficial ownership of the shares in any
of the Borrowers and/or in any other corporate Security Party (in respect to the
Corporate Guarantor, this to apply for the shareholders controlling 25% or more of its
issued share capital); or(j)
    
    a meeting is convened by any Security Party for the purpose of passing any
resolution to purchase, reduce or redeem any of its share capital; or
 9.3
    
    Representations Incorrect
 any representation or warranty made or deemed to be made or repeated by or in respect of any
Security Party in or pursuant to this Agreement or any of the other Security Documents or in
any notice, certificate or statement referred to in or delivered under this Agreement or any
of the other Security Documents is or proves to have been incorrect in any material respect;
or
 9.4
    
    Cross-default of the Borrowers
 any Indebtedness of any of the Borrowers is not paid when due or becomes due and payable, or
any creditor of any of the Borrowers becomes entitled to declare any such Indebtedness due
and payable prior to the date when it would otherwise have become due, or any guarantee or
indemnity given or any obligation or covenant undertaken or agreement made by any of the
Borrowers in respect of Indebtedness is not honoured when due; or
 9.5
    
    Events affecting the Security Documents
 (a)
    
    this Agreement or any of the other Security Documents shall at any time and for
any reason become invalid or unenforceable or otherwise cease to remain in full force
and effect, or if the validity or enforceability of any of the Security Documents shall
at any time and for any reason be contested by any party thereto (other than the Bank),
or if any such party shall deny that it has any, or any further, liability thereunder
or it becomes impossible or unlawful for any of the Borrowers to fulfil any of its
covenants and obligations contained in this Agreement or any of the Security Documents
or for the Bank to exercise the rights vested in it thereunder or otherwise; or(b)
    
    any consent, authorisation, licence or approval of, or registration with or
declaration to, governmental or public bodies or authorities or courts required by any
of the Borrowers to authorise or otherwise in connection with, the execution, delivery,
validity, enforceability or admissibility in evidence of this Agreement and/or any of
the other Security Documents or the performance by any of the Borrowers of its
obligations under this Agreement and/or any of the other Security Documents is modified
in a manner unacceptable to the Bank or is not granted or is revoked or terminated or
expires and is not renewed or otherwise ceases to be in full force and effect; or
 40




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(c)
    
    any Encumbrance (other than Permitted Liens) in respect of any of the property
(or part thereof) which is the subject of the Security Documents (or any of them)
becomes enforceable; or
 9.6
    
    Events concerning the Security Parties
 (a)
    
    any Security Party (other than the Borrowers) fails to pay any sum due from it
under this Agreement and/or any of the Security Documents when due, or, in the case of
any sum payable on demand, within three (3) Banking Days of demand; or(b)
    
    any Security Party (other than the Borrowers) fails to observe and perform any
one or more of the covenants, terms or obligations contained in this Agreement
(including Schedule 1) and/or the other Security Documents relating to the Insurances;
or(c)
    
    any Security Party (other than the Borrowers) commits any breach of or omits to
observe any of the covenants, terms, obligations or undertakings expressed to be
assumed by it under this Agreement and/or any of the Security Documents (other than
failure to pay any sum when due or to observe or perform obligations relating to the
Insurances) and, in respect of any such breach or omission which in the opinion of the
Bank is capable of remedy, such action as the Bank may require shall not have been
taken within seven (7) days of the Bank notifying the relevant Security Party, of such
required action to remedy the breach or omission; or(d)
    
    any representation or warranty made or deemed to be made or repeated by or in
respect of any Security Party (other than the Borrowers) in or pursuant to this
Agreement or any of the other Security Documents or in any notice, certificate or
statement referred to in or delivered under this Agreement or any of the other Security
Documents is or proves to have been incorrect in any material respect; or(e)
    
    any of the events referred to in Clauses 9.2 to 9.5 occurs (amended as
appropriate) in relation to any Security Party (other than the Borrowers).
 9.7
    
    Events concerning the Vessels
 (a)
    
    Any of the Vessels becomes a Total Loss or suffers damage or is involved in an
incident which in the reasonable opinion of the Bank may result in any of the Vessels
being subsequently determined to be a Total Loss and the insurance indemnity is not
paid by the insurers to the Bank under the General Assignment within a period of one
hundred and eighty (180) days from the date such Total Loss or damage or incident
occurred;(b)
    
    Any of the Vessels ceases to be managed by the Approved Manager (for any reason
other than the reason of a Total Loss or sale of any of the Vessels) with the approval
of the Bank and the Borrowers fail to appoint an Approved Manager within seven (7) days
after the termination of the Management Agreement with the previous Approved Manager;
or(c)
    
    any of the Vessels is arrested, confiscated, seized, taken in execution,
impounded, forfeited, detained in exercise or purported exercise of any possessory lien
or other claim and the Owner shall fail to procure the release of such Vessel within a
period of fourteen (14) days thereafter; or
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(d)
    
    (without prejudice to the generality of sub-Clauses 9.1(b) and (c)) for any
reason whatsoever any of the Vessels ceases to comply with the ISM Code; or(e)
    
    (without prejudice to the generality of sub-Clauses 9.1(b) and (c)) for any
reason any of the Vessels ceases to comply with the ISPS Code; or(f)
    
    the registration of any of the Vessels under the laws and flag of the Flag
State is cancelled or terminated without the prior written consent of the Bank; or(g)
    
    the Flag State of any of the Vessels becomes involved in hostilities or civil
war or there is a seizure of power in such Flag State by unconstitutional means if, in
any such case, such event could in the reasonable opinion of the Bank reasonably be
expected to have a material adverse effect on the security constituted by any of the
Security Documents and alternative arrangements satisfactory to the Bank have not been
made promptly upon the Banks request; or(h)
    
    the registration of any of the Vessels under the laws and flag of the Flag
State is cancelled or terminated without the prior written consent of the Bank or, if
such Vessel is only provisionally registered on the Drawdown Date and is not
permanently registered under the laws and flag of the Flag State at least ninety (90)
days prior to the deadline for completing such permanent registration;(i)
    
    any Charterparty is at any time and for any reason terminated or becomes
invalid or unenforceable or otherwise ceases to remain in full force and effect, or if
the validity of the Charterparty shall at any time and for any reason be contested by
any party thereto, or it becomes impossible or unlawful for any party to the
Charterparty to fulfil any of its covenants and obligations contained therein and the
Borrowers do not provide within 15 days of the Banks notice to the Borrowers an
alternative charterparty in form and substance satisfactory to the Bank and/or
additional security as provided in Clause 8.6(c); or
 9.8
    
    Environmental Events
 (a)
    
    any Relevant Party and/or the Approved Manager and/or any of their respective
Environmental Affiliates fails to comply with any Environmental Law or any
Environmental Approval or any of the Vessels or any Relevant Ship is involved in any
incident which gives rise or which may give rise to any Environmental Claim, if in any
such case, such non compliance or incident or the consequences thereof could (in the
reasonable opinion of the Bank) be expected to have a material adverse effect on the
business assets, operations, property or financial condition of any of the Borrowers or
any other Security Party or on the security created by any of the Security Documents;
or(b)
    
    any Security Party or any other person fails or omits to comply with any
requirements of the protection and indemnity association or other insurer with which
any of the Vessels is entered for insurance or insured against protection and indemnity
risks (including oil pollution risks) to the effect that any cover in relation to any
of the Vessels (including without limitation, liability for Environmental Claims
arising in jurisdictions where such Vessel operates or trades) is or may be liable to
cancellation, qualification or exclusion at any time; or
 9.9
    
    Consequences of Default
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The Bank may without prejudice to any other rights of the Bank (which will continue to be in
force concurrently with the following), at any time after the happening of an Event of
Default:
 (a)
    
    by notice to the Borrowers declare that the obligation of the Bank to make the
Commitment available shall be terminated, whereupon the Commitment shall be reduced to
zero forthwith; and/or(b)
    
    by notice to the Borrowers declare that the Loan and all interest and
commitment commission accrued and all other sums payable under this Agreement and the
other Security Documents have become due and payable, whereupon the same shall,
immediately or in accordance with the terms of such notice, become due and payable
without any further diligence, presentment, demand of payment, protest or notice or any
other procedure from the Bank which are expressly waived by the Borrowers; and/or(c)
    
    put into force and exercise all or any of the rights, powers and remedies
possessed by it under this Agreement and/or under any other Security Document and/or as
mortgagee of the Vessels, mortgagee, chargee or assignee or as the beneficiary of any
other property right or any other security (as the case may be) over the assets charged
or assigned to it under the Security Documents or otherwise (whether at law, by virtue
of any of the Security Documents or otherwise).
 9.10
    
    Insolvency Events of Default
 If an event occurs in respect of any of the Borrowers or the other Security Parties of the
type described in sub-Clauses 9.2(a) to (e) (except (i) in the case when a petition was
presented or proceedings were commenced or a suit or writ were issued by a third party and
any of the Borrowers or the relevant Security Party is defending itself in bona fide and
(ii) in the case that such events mentioned in Clause 9.2 relate to only a part of the
undertakings, assets, rights or revenues which in the opinion of the Bank does not affect
the ability of any of the Borrowers or the relevant Security Party to perform its respective
obligations under this Agreement and/or the other Security Documents) the obligation of the
Bank to make the Commitment available shall terminate immediately upon receipt by the Bank
of the relevant information (as such receipt shall be conclusively certified by a
certificate of the Bank) and all amounts payable under sub-Clause 9.9(b) above shall become
immediately due and payable without any notice or other formality which is hereby expressly
waived by the Borrowers.
 9.11
    
    Proof of Default
 It is agreed that (i) the non-payment of any sum of money in time will be proved
conclusively by mere passage of time and (ii) the occurrence of this (non payment) shall be
proved conclusively by a mere written statement of the Bank (save for manifest error).
 9.12
    
    Exclusion of Banks liability
 Neither the Bank nor any receiver or manager appointed by the Bank, shall have any liability
to any of the Borrowers or any other Security Party:
 (a)
    
    for any loss caused by an exercise of rights under, or enforcement of an
Encumbrance created by, a Security Document or by any failure or delay to exercise such
a right or to enforce such an Encumbrance; or
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(b)
    
    as mortgagee in possession or otherwise, for any income or principal amount
which might have been produced by or realised from any asset comprised in such an
Encumbrance or for any reduction (however caused) in the value of such an asset,
 except that this does not exempt the Bank or a receiver or manager from liability for losses
shown to have been caused by the wilful misconduct of the Banks own officers and employees
or (as the case may be) such receivers or managers own partners or employees.
 10.
    
    INDEMNITIES  EXPENSES  FEES
 10.1
    
    Indemnity
 The Borrowers shall on demand (and it is hereby expressly undertaken by the Borrowers to)
indemnify the Bank, without prejudice to any of the other rights of the Bank under any of
the Security Documents, against any loss or expense which the Bank shall certify as
sustained or incurred as a consequence of:
 (a)
    
    any default in payment by any of the Security Parties of any sum under any of
the Security Documents when due;(b)
    
    the occurrence of any Event of Default;(c)
    
    any prepayment of the Loan or part thereof being made under Clauses 4.2(b) and
4.3, 8.6(c) or 12 or any other repayment of the Loan or part thereof being made
otherwise than on an Interest Payment Date relating to the part of the Loan prepaid or
repaid; or(d)
    
    the Commitment not being advanced for any reason (excluding any default by the
Bank) after the Drawdown Notice has been given,
 including, in any such case, but not limited to, any loss or expense sustained or incurred
in maintaining or funding the Loan or any part thereof or in liquidating or re-employing
deposits from third parties acquired to effect or maintain the Loan or any part thereof.
 10.2
    
    Expenses
 The Borrowers shall (and it is hereby expressly undertaken by the Borrowers to) pay to the
Bank on demand:
 (a)
    
    Initial and Amendment expensesall expenses (including legal, printing and out-of-pocket expenses) reasonably
incurred by the Bank in connection with the negotiation, preparation and execution
of this Agreement and the other Security Documents and of any amendment or extension
of or the granting of any waiver or consent under this Agreement and/or any of the
Security Documents and/or in connection with any proposal by the Borrowers to
constitute additional security pursuant to sub-Clause 8.6(c), whether any such
security shall in fact be constituted or not;(b)
    
    Enforcement expensesall expenses (including legal and out-of-pocket expenses) incurred by the Bank in
contemplation of, or otherwise in connection with, the enforcement of, or
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preservation of any rights under, this Agreement and/or any of the other Security
Documents, or otherwise in respect of the moneys owing under this Agreement and/or
any of the other Security Documents or the contemplation or preparation of the
above, whether they have been effected or not;(c)
    
    MII costsreimburse the Bank on demand for any and all costs incurred by the Bank (as
conclusively certified by the Bank) in effecting and keeping effected a Mortgagees
Interest Insurance for an amount equal to 110% of the amount of the Loan (herein
MII)which the Bank may at any time effect on such terms and with such insurers as
shall from time to time be determined by the Bank) to be followed by full copies of
cover notes, policies, certificates of entry or other contracts of insurance and
irrevocable authority is hereby given to the Bank at any time at its discretion to
obtain copies of the policies, certificates of entry or other contracts of insurance
from the insurers and/or obtain any information in relation to the Insurances
relating to the Vessels; and(d)
    
    Other expensesany and all other Expenses.
 All expenses payable pursuant to this Clause 10.2 shall be paid together with value added
tax (if any) thereon.
 10.3
    
    Stamp duty
 The Borrowers shall pay any and all stamp, registration and similar taxes or charges
(including those payable by the Bank) imposed by governmental authorities in relation to
this Agreement and any of the other Security Documents, and shall indemnify the Bank against
any and all liabilities with respect to, or resulting from delay or omission on the part of
the Borrowers to pay such stamp taxes or charges.
 10.4
    
    Environmental Indemnity
 The Borrowers shall indemnify the Bank on demand and hold the Bank harmless from and against
all costs, expenses, payments, charges, losses, demands, liabilities, actions, proceedings
(whether civil or criminal) penalties, fines, damages, judgements, orders, sanctions or
other outgoings of whatever nature which may be suffered, incurred or paid by, or made or
asserted against the Bank at any time, whether before or after the repayment in full of
principal and interest under this Agreement, relating to, or arising directly or indirectly
in any manner or for any cause or reason out of an Environmental Claim made or asserted
against the Bank.
 10.5
    
    Currencies
 If any sum due from the Borrowers under any of the Security Documents or any order or
judgment given or made in relation hereto has to be converted from the currency (the first
currency) in which the same is payable under the relevant Security Document or under such
order or judgement into another currency (the second currency) for the purpose of (i)
making or filing a claim or proof against the Borrowers or any other Security Party, as the
case may be or (ii) obtaining an order or judgment in any court or other tribunal or (iii)
enforcing any order or judgement given or made in relation to any of the Security Documents,
the Borrowers shall (and it is hereby expressly undertaken by the
 45




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Borrowers to) indemnify and hold harmless the Bank from and against any loss suffered as a
result of any difference between (a) the rate of exchange used for such purpose to convert
the sum in question from the first currency into the second currency and (b) the rate or
rates of exchange at which the Bank may in the ordinary course of business purchase the
first currency with the second currency upon receipt of a sum paid to it in satisfaction, in
whole or in part, of any such order, judgment, claim or proof. The term rate of exchange
includes any premium and costs of exchange payable in connection with the purchase of the
first currency with the second currency.
 10.6
    
    Central Bank or European Central Bank reserve requirements indemnity
 The Borrowers shall on demand promptly indemnify the Bank against any cost incurred or loss
suffered by the Bank as a result of its complying with the minimum reserve requirements of
the European Central Bank and/or with respect to maintaining required reserves with the
relevant national Central Bank to the extent that such compliance relates to the Commitment
or deposits obtained by it to fund the whole or part of the Loan and to the extent such cost
or loss is not recoverable by the Bank under clause 12.2.
 10.7
    
    Maintenance of the Indemnities
 The indemnities contained in this Clause 10 shall apply irrespective of any indulgence
granted to the Borrowers or any other party from time to time and shall continue to be in
full force and effect notwithstanding any payment in favour of the Bank and any sum due from
the Borrowers under this Clause 10 will be due as a separate debt and shall not be affected
by judgment being obtained for any other sums due under any one or more of this Agreement,
the other Security Documents and any other documents executed pursuant hereto or thereto.
 10.8
    
    Communications Indemnity
 It is hereby agreed in connection with communications that:
 (a)
    
    Express authority is hereby given by the Borrowers to the Bank to accept (at
the sole discretion of the Bank) all tested or untested communications given by
facsimile or otherwise (but not e-mail), regarding any or all of the notices, requests,
instructions or other communications under this Agreement, subject to any restrictions
imposed by the Bank relating to such communications including, without limitation (if
so required by the Bank), the obligation to confirm such communications by letter.(b)
    
    The Borrowers shall recognise any and all of the said notices, requests,
instructions or other communications as legal, valid and binding, when these notices,
requests, instructions or communications come from the fax number mentioned in Clause
15.1 or any other fax usually used by them or their managing company.(c)
    
    The Borrowers hereby assume full responsibility for the execution of the said
notices, requests, instructions or communications by the Bank and promise and recognise
that the Bank shall not be held responsible for any loss, liability or expense that may
result from such notices, requests, instructions or other communications. It is hereby
undertaken by the Borrowers to indemnify in full the Bank from and against all actions,
proceedings, damages, costs, claims, demands, expenses and any and all direct and/or
indirect losses which the Bank
 46




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may suffer, incur or sustain by reason of the Bank following such notices, requests,
instructions or communications.(d)
    
    With regard to notices, requests, instructions or communications issued by
electronic and/or mechanical processes (e.g. by facsimile) (but not e-mail), the risk
of equipment malfunction, including, without limitation, paper shortage, transmission
errors, omissions and distortions is assumed fully and accepted by the Borrowers, save
in case of Banks gross misconduct.(e)
    
    The risks of misunderstandings and errors resulting from notices, requests,
instructions or communications being given as mentioned above, are for the Borrowers
and the Bank will be indemnified in full pursuant to this Clause save in case of Banks
gross misconduct.(f)
    
    The Bank shall have the right to ask the Borrowers to furnish any information
the Bank may require to establish the authority of any person purporting to act on
behalf of the Borrowers for these notices, requests, instructions or communications but
it is expressly agreed that there is no obligation for the Bank to do so. The Bank
shall be fully protected in, and the Bank shall incur no liability to the Borrowers for
acting upon the said notices, requests, instructions or communications which were
believed by the Bank in good faith to have been given by the Borrowers or by any of
their authorised representative(s).(g)
    
    It is undertaken by the Borrowers to safeguard the function and the security of
the electronic and mechanical appliance(s) such as fax(es) etc., as well as the code
word list, if any, and to take adequate precautions to protect such code word list from
loss and to prevent its terms becoming known to any persons not directly concerned with
its use. The Borrowers shall hold the Bank harmless and indemnified from all claims,
losses, damages and expenses which the Bank may incur by reason of the failure of the
Borrowers to comply with the obligations under this Clause.(h)
    
    The Borrowers hereby expressly give their consent to the communication for
process in the meaning of law 2472/97 of their personal data contained in this
Agreement, the Security Documents or any of them, the Earnings Account or any accounts
in its name kept with the Bank at any relevant time. Such personal data may be
communicated to an inter-banking database record and may be used only by banks and
financial institutions for the purposes of credit protection and transactions
improvement. The Borrowers are authorised to revoke their consent given hereunder at
any relevant time by written notice to the registrar of Teiresias A.E. at 2, Alamanas
Street, 15125 Maroussi, Athens, Greece.
 10.9
    
    Arrangement Fee
 As an inducement for the Bank to enter into this Agreement the Borrowers shall pay to the
Bank latest upon drawdown an arrangement fee in the amount of Dollars $60,000 (Dollars sixty
thousand).
 The arrangement fee referred to in this Clause 10.9 shall be payable by the Borrowers to the
Bank whether or not any part of the Commitment is ever advanced.
 11.
    
    SECURITY, APPLICATION, AND SET-OFF
 11.1
    
    Securities
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As security for the due and punctual repayment of the Loan and payment of interest thereon
as provided in this Agreement and of all other Outstanding Indebtedness, the Borrowers shall
ensure and procure that the following Security Documents are duly executed and, where
required, registered in favour of the Bank in form and substance satisfactory to the Bank at
the time specified herein or otherwise as required by the Bank and ensure that such security
consists, on the Drawdown Date, of:
 (a)
    
    the Mortgages duly registered over the Vessels through the Registry;(b)
    
    the General Assignments;(c)
    
    the Guarantee;(d)
    
    the Accounts Pledge Agreement;(e)
    
    the Charterparty Assignment(s); and(f)
    
    the Managers Undertaking.
 11.2
    
    Maintenance of Securities
 It is hereby undertaken by the Borrowers that the Security Documents shall both at the date
of execution and delivery thereof and so long as any moneys are owing and/or due under this
Agreement or under the other Security Documents be valid and binding obligations of the
respective Security Parties thereto and rights of the Bank enforceable in accordance with
their respective terms and that they will, at the expense of the Borrowers, execute, sign,
perfect and do any and every such further assurance, document, act, omission or thing as in
the opinion of the Bank may be necessary or desirable for perfecting the security
contemplated or constituted by the Security Documents.
 11.3
    
    Application of funds
 All moneys received by the Bank under or pursuant to any of the Security Documents and
expressed to be applicable in accordance with this Clause 11.3 shall be applied by the Bank
in the following manner:
 (a)
    
    Firstly:in or towards payment of Expenses and all sums other than principal or
interest which may be due to the Bank under this Agreement and the other Security
Documents or any of them at the time of application;(b)
    
    Secondly:in or towards payment of any default interest;(c)
    
    Thirdly:in or towards payment of any arrears of interest (other than default
interest) due in respect of the Loan or any part thereof;(d)
    
    Fourthly:in or towards repayment of the Loan whether the same is due and
payable or not;(e)
    
    Fifthly:in or towards payment to the Bank for any loss suffered by reason of
any such payment in respect of principal not being effected on an Interest Payment Date
relating to the part of the Loan repaid;(f)
    
    Sixthly:the surplus (if any) shall be paid to the Borrowers, or to whomsoever
else shall be entitled to receive such surplus.
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11.4
    
    Set offExpress authority is hereby given by the Borrowers to the Bank without prejudice to any of
the rights of the Bank at law, contractually or otherwise, at any time after a Default has
occurred and without notice to the Borrowers:
 (a)
    
    to apply any credit balance standing upon any account of the Borrowers with any
branch of the Bank and in whatever currency in or towards satisfaction of any sum due
to the Bank from the Borrowers under this Agreement and/or any of the other Security
Documents;(b)
    
    in the name of the Borrowers and/or the Bank to do all such acts and execute
all such documents as may be necessary or expedient to effect such application; and(c)
    
    to combine and/or consolidate all or any accounts in the name of the Borrowers
with the Bank.(d)
    
    For all or any of the above purposes authority is hereby given to the Bank to
purchase with the moneys standing to the credit of any such account or accounts such
other currencies as may be necessary to effect such application. The Bank shall not be
obliged to exercise any right given by this Clause.
 11.5
    
    Earnings Account  Retention Account
 (a)
    
    The Borrowers shall procure that all moneys payable in respect of the Earnings
of the Vessels shall be paid to the Earnings Accounts free from Encumbrances and rights
of set off other than those created by or under the Security Documents. Unless and
until an Event of Default shall occur (whereupon the provisions of Clause 11.3 shall be
applicable) and subject to the terms and conditions of the Accounts Pledge Agreement no
monies shall be withdrawn from the Earnings Accounts save as hereinafter provided:
 (i)
    
    first: in payment of any and all sums whatsoever due
and payable to the Bank hereunder (such sums to be paid in such order as the
Bank may in its sole discretion elect);(ii)
    
    second: during each month of the Security Period (but
by no later than, in the case of the first such month, the date falling thirty
(30) days after the Drawdown Date and, in the case of each subsequent month,
the same date of that month), the Borrowers shall cause to be transferred from
the Earnings Accounts to the Retention Account out of the aggregate amount of
the Earnings of the Vessels received in the Earnings Account during the
preceding month:
 (aa)
    
    one third (1/3rd) of the amount of the
Repayment Instalment specified in Clause 4.1 falling due for payment on
the next following Repayment Date; and(bb)
    
    the relevant fraction of the amount of interest
on the Loan falling due on the next due date for payment of interest
under this Agreement.The expression relevant fraction in relation to an amount of interest on
the Loan falling due for payment means a fraction (which shall be notified
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by the Bank to the Borrowers at the beginning of each Interest Period) where
the numerator is always one (1) and where the denominator shall always be
three (3) except in the case of an Interest Period of less than three
months, in which case the denominator shall be the number of months
comprised in such Interest Period; and
 (iii)
    
    third: any balance shall be released to the Borrowers.
 (b)
    
    If the aggregate amount of the Earnings of the Vessels received in the Earnings
Accounts is insufficient in any month for the required transfer to be made from the
Earnings Accounts to the Retention Account in accordance with Clause 11.5(a), the
Borrowers shall make up the amount of such insufficiency on demand from the Bank, but,
without prejudice to its right to make such demand, the Bank may elect to make up the
whole or any part of such insufficiency by increasing the amount of any transfer to be
made in accordance with Clause 11.5(a)(ii) from the aggregate amount of such Earnings
received in the next or subsequent months.(c)
    
    Until the occurrence of an Event of Default (or an event which, with the giving
of notice and/or lapse of time or other applicable condition, might constitute an Event
of Default), the Bank shall on each Repayment Date and on each due date for the payment
of interest under this Agreement apply in accordance with the provisions of Clause 8.1
the relevant part of the balance then standing to the credit of the Retention Account
as shall be required to make payment of the Repayment Instalment specified in Clause
4.1 then due under the terms of this Agreement or payment of interest then due under
the terms of this Agreement and such transfer shall constitute a pro tanto satisfaction
of the Borrowers obligations to pay such repayment instalment or interest (as the case
may be) then due under this Agreement.(d)
    
    Any amounts for the time being standing to the credit of the Retention Account
shall bear interest at the rate from time to time offered by the Bank to its customers
for Dollar deposits of similar amounts and for periods similar to those for which such
amounts are likely to remain standing to the credit of the Retention Account. Such
interest shall, provided that the foregoing provisions of this Clause 11.5 shall have
been complied with and provided that no Event of Default (or event which, with the
giving of notice and/or lapse of time or other applicable condition, might constitute
an Event of Default) shall have occurred, be released to the Borrowers.(e)
    
    Nothing herein contained shall be deemed to affect the absolute obligation of
the Borrowers to pay interest on and to repay the Loan as provided in Clauses 3 and 6
or shall constitute a manner or postponement thereof.(f)
    
    The Borrowers hereby irrevocably authorise the Bank to make from the Earnings
Accounts any and all above payments and repayments as and when the same fall due or at
any time thereafter. The Bank shall advise the Borrowers in respect of any such payment
or repayment.(g)
    
    The Borrowers will comply with any written requirement of the Bank from time to
time as to the location or re-location of the Earnings Accounts and the Retention
Account (or any of them) and will from time to time enter into such documentation as
the Bank may reasonably require in order to create or maintain in favour of the Bank an
Encumbrance in the Earnings Accounts and the Retention Account, all at cost and expense
of the Borrowers.
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(h)
    
    The Borrowers hereby covenant with the Bank that the Earnings Accounts, the
Retention Account and any moneys therein shall not be charged, assigned, transferred or
pledged nor shall there be granted by the Borrowers or suffered to arise any third
party rights over or against the whole or any part of the Earnings Accounts other than
in favour of the Bank.(i)
    
    The Earnings Accounts shall be operated in accordance with the Banks usual
terms and conditions (full knowledge of which the Borrowers hereby acknowledges) and
subject to the Banks usual charges levied on such accounts and/or transactions
conducted on such accounts (as from time to time notified by the Bank to the
Borrowers).(j)
    
    The Borrowers hereby warrant that sufficient monies to meet the next Repayment
Instalment plus interest thereon will be accumulated each and every month in the
Retention Account.(k)
    
    After the occurrence of an Event of Default the Bank shall be entitled, but not
bound, to apply the balance (if any) including any accrued interest standing to the
credit of the Earnings Accounts and the Retention Account in accordance with the
provisions of Clause 11.3.(l)
    
    Upon payment in full of all principal, interest and all other amounts due to
the Bank under the terms of this Agreement and the other Security Documents, any
balance then standing to the credit of the Retention Account and/or the Earnings
Accounts shall be released and paid to the Borrowers or to whomsoever else may be
entitled to receive such balance.
 12. UNLAWFULNESS, INCREASED COSTS
 12.1
    
    UnlawfulnessIf any change in, or introduction of, any law, regulation or regulatory requirement or any
request of any central bank, monetary, regulatory or other authority or any order of any
court renders it unlawful or contrary to any such regulation, requirement, request or order
for the Bank to advance the Commitment or to maintain or fund the Loan, notice shall be
given promptly by the Bank to the Borrowers whereupon the Commitment shall be reduced to
zero and the Borrowers shall be obliged to prepay the Loan in accordance with such notice,
together with accrued interest thereon to the date of prepayment and all other sums payable
by the Borrowers under this Agreement.In any such event the Borrowers and the Bank shall (as per the provisions of sub-Clause 3.6)
negotiate in good faith (but without incurring any legal obligations) with a view to
agreeing the terms for making the Loan available from another jurisdiction or providing the
Loan from alternative sources.
 12.2
    
    Change of circumstancesIf any change in or in the interpretation of any applicable law or regulation, by any
government or governmental authority or agency, makes it unlawful for the Bank to maintain
or give effect to its obligations or to claim or receive any amount payable to the Bank
under this Agreement, then the Bank may serve written notice on the Borrowers declaring its
obligations under this Agreement terminated in whole or in part, whereupon the same shall
terminate forthwith and the Borrowers will immediately repay the Loan
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and accrued interest to the date of prepayment together with all other Outstanding
Indebtedness to the Bank pursuant to the terms of the notice.
 12.3
    
    Increased CostIf, as a result of (a) any change in or in the interpretation of any law, regulation or
official directive (whether or not having the force of law but, if not having the force of
law, with which the Bank habitually complies)  including (without limitation) those
relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and
special deposits or those resulting from the implementation of any amendment of the 1988
Basel convergence agreement or any amendatory or substitute agreement thereof (the Basel
II) by any governmental authority in any country the laws or regulations of which are
applicable on the Bank, or (b) compliance by the Bank with any request from any applicable
fiscal or monetary authority (whether or not having the force of law but, if not having the
force of law, with which the Bank habitually complies) or (c) any other set of circumstances
affecting the Bank:
 (a)
    
    the cost to the Bank of making the Commitment or any part thereof or
maintaining or funding the Loan is increased or an additional cost on the Bank is
imposed; and/or(b)
    
    subject the Bank to Taxes or the basis of Taxation (other than Taxes or
Taxation on the overall net income of the Bank) in respect of any payments to the Bank
under this Agreement or any of the other Security Documents is changed; and/or(c)
    
    the amount payable or the effective return to the Bank under any of the
Security Documents is reduced; and/or(d)
    
    the Banks rate of return on its overall capital by reason of a change in the
manner in which it is required to allocate capital resources to the Banks obligations
under any of the Security Document is reduced; and/or(e)
    
    require the Bank to make a payment or forgo a return on or calculated by
references to any amount received or receivable by it under any of the Security
Documents is required; and/or(f)
    
    require the Bank to incur or sustain a loss (including a loss of future
potential profits) by reason of being obliged to deduct all or part of the Commitment
or the Loan from its capital for regulatory purposes,
 then and in each case (subject to Clause 12.6) the Borrowers shall pay to the Bank, from
time to time, upon demand, such additional moneys as shall indemnify the Bank for any
increased or additional cost, reduction, payment, foregone return or loss whatsoever.
 12.4
    
    Claim for increased costThe Bank will promptly notify the Borrowers of any intention to claim indemnification
pursuant to Clause 12.3 and such notification will be a conclusive and full evidence binding
on the Borrowers as to the amount of any increased cost or reduction and the method of
calculating the same and the Borrowers shall be allowed to rebut such evidence by any means
of evidence save for witness. A claim under Clause 12.3 may be made at any time and must be
discharged by the Borrowers within seven (7) days of demand. It shall not be a defense to a
claim by the Bank under this Clause 12.3 that any increased cost or reduction could have
been avoided by the Bank. Any amount due from the
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Borrowers under Clause 12.3 shall be due as a separate debt and shall not be affected by
judgment being obtained for any other sums due under or in respect of this Agreement.
 12.5
    
    Option to prepayIf any additional amounts are required to be paid by the Borrowers to the Bank by virtue of
Clause 12.3, the Borrowers shall be entitled, on giving the Bank not less than fourteen (14)
days prior notice in writing, to prepay the Loan and accrued interest thereon, together with
all other Outstanding Indebtedness, on the next Repayment Date. Any such notice, once given,
shall be irrevocable.
 12.6
    
    ExceptionNothing in Clause 12.3 shall entitle the Bank to receive any amount in respect of
compensation for any such liability to Taxes, increased or additional cost, reduction,
payment, foregone return or loss to the extent that the same is subject of an additional
payment under Clause 5.3.
 13. ASSIGNMENT, PARTICIPATION, LENDING BRANCH
 13.1
    
    Binding EffectThis Agreement shall be binding upon and inure to the benefit of the Bank and the Borrowers
and their respective successors and permitted assigns.
 13.2
    
    No Assignment by the BorrowersThe Borrowers and any other parties to the Security Documents other than the Bank may not
(without the prior written consent of the Bank) assign or transfer any of its rights and/or
obligations under this Agreement or any of the other Security Documents or any documents
executed pursuant to this Agreement and/or the other Security Documents.
 13.3
    
    Assignment by the BankThe Bank may at any time (following sufficient notice being given to the Borrowers and the
other Security Parties but without the consent of the Borrowers) assign, transfer, or offer
participation to any other bank or financial institution, in whole or in part, or in any
manner dispose of all or any of its rights and/or obligations arising or accruing under this
Agreement or any of the other Security Documents or any documents executed pursuant to this
Agreement and/or the other Security Documents.
 13.4
    
    DocumentationIf the Bank assigns, transfers or in any other manner grants participation in respect of all
or any part of its rights or benefits or transfers all or any of its obligations as provided
in this Clause 13, each Borrower undertakes, immediately on being requested to do so by the
Bank, to enter into and procure that each Security Party enters into such documents as may
be necessary or desirable to transfer to the assignee, transferee or participant all or the
relevant part of the interest of the Bank in the Security Documents and all relevant
references in this Agreement to the Bank shall thereafter be construed as a reference to the
Bank and/or assignee, transferee or participant of the Bank to the extent of their
respective interests and, in the case of a transfer of all or part of the obligations of the
Bank, the Borrowers shall thereafter look only to the assignee, transferee or participant in
respect of that proportion of the obligations of the Bank under this Agreement assumed by
such assignee, transferee or participant. Each Borrower hereby expressly consents to
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any subsequent transfer of the rights and obligations of the Bank and undertakes that it
shall join in and execute such supplemental or substitute agreements as may be necessary to
enable the Bank to assign and/or transfer and/or grant participation in respect of its
rights and obligations to another branch or to one or more banks or financial institutions
in a syndicate or otherwise. The cost of any such assignment shall be borne by the Bank.
 13.5
    
    Disclosure of informationThe Bank may, on a confidential basis, to a prospective assignee, substitute or transferee
or to any other person who may propose entering into contractual relations with the Bank in
relation to this Agreement such information about the Borrowers and the other Security
Parties as the Bank shall consider appropriate.
 13.6
    
    Change of Lending BranchThe Bank shall be at liberty to transfer the Loan to any branch or branches, and upon
notification of any such transfer, the word Bank in this Agreement and in the other
Security Documents shall mean the Bank, acting through such branch or branches and the terms
and provisions of this Agreement and of the other Security Documents shall be construed
accordingly.
 14. MISCELLANEOUS
 14.1
    
    Cumulative RemediesThe rights and remedies of the Bank contained in this Agreement and the other Security
Documents are cumulative and not exclusive of each other nor of any other rights or remedies
conferred by law.
 14.2
    
    WaiversNo failure, delay or omission by the Bank to exercise any right, remedy or power vested in
the Bank under this Agreement and/or the other Security Documents or by law shall impair
such right or power, or be construed as a waiver of, or as an acquiescence in any default by
the Borrowers, nor shall any single or partial exercise by the Bank of any power, right or
remedy preclude any other or further exercise thereof or the exercise of any other power,
right or remedy. In the event of the Bank on any occasion agreeing to waive any such right,
remedy or power, or consenting to any departure from the strict application of the
provisions of this Agreement or of any other Security Document, such waiver shall not in any
way prejudice or affect the powers conferred upon the Bank under this Agreement and the
other Security Documents or the right of the Bank thereafter to act strictly in accordance
with the terms of this Agreement and the other Security Documents. No modification or
waiver by the Bank of any provision of this Agreement or of any of the other Security
Documents nor any consent by the Bank to any departure therefrom by any Security Party shall
be effective unless the same shall be in writing and then shall only be effective in the
specific case and for the specific purpose for which given. No notice to or demand on any
such party in any such case shall entitle such party to any other or further notice or
demand in similar or other circumstances.
 14.3
    
    Integration of TermsThis Agreement contains the entire agreement of the parties and its provisions supersede the
provisions of the Commitment Letter (save for the provisions thereof which relate to
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14.4
    
    AmendmentsThis Agreement and any other Security Documents shall not be amended or varied in their
respective terms by any oral agreement or representation or in any other manner other than
by an instrument in writing of even date herewith or subsequent hereto executed by or on
behalf of the parties hereto or thereto.
 14.5
    
    Invalidity of TermsIn the event of any provision contained in one or more of this Agreement, the other Security
Documents and any other documents executed pursuant hereto or thereto being invalid, illegal
or unenforceable in any respect under any applicable law in any jurisdiction whatsoever,
such provision shall be ineffective as to that jurisdiction only without affecting the
remaining provisions hereof or thereof. If, however, this event becomes known to the Bank
prior to the drawdown of the Commitment or of any part thereof the Bank shall be entitled to
refuse drawdown until this discrepancy is remedied. In case that the invalidity of a part
results in the invalidity of the whole Agreement, it is hereby agreed that there will exist
a separate obligation of the Borrowers for the prompt payment to the Bank of all the
Outstanding Indebtedness. Where, however, the provisions of any such applicable law may be
waived, they are hereby waived by the parties hereto to the full extent permitted by the law
to the intent that this Agreement, the other Security Documents and any other documents
executed pursuant hereto or thereto shall be deemed to be valid binding and enforceable in
accordance with their respective terms.
 14.6
    
    Inconsistency of TermsIn the event of any inconsistency between the provisions of this Agreement and the
provisions of any other Security Document the provisions of this Agreement shall prevail.
 14.7
    
    Language and genuineness of documents
 (a)
    
    LanguageAll certificates, instruments and other documents to be delivered under or supplied
in connection with this Agreement or any of the other Security Documents shall be in
the Greek or the English language (or such other language as the Bank shall agree)
or shall be accompanied by a certified Greek translation upon which the Bank shall
be entitled to rely.(b)
    
    Certification of documentsAny copies of documents delivered to the Bank shall be duly certified as true,
complete and accurate copies by appropriate authorities or legal counsel practising
in Greece or otherwise as will be acceptable to the Bank at the sole discretion of
the Bank.(c)
    
    Certification of signature
  55




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(d)
    
    Further assurances
  (e)
    
    ConflictsIn the event of any conflict between this Agreement and any of the other Security
Documents, and the provisions of this Agreement shall prevail.
 15. NOTICES AND OTHER MATTERS
 15.1
    
    NoticesEvery notice, request, demand or other communication under the Agreement or, unless
otherwise provided therein, under any of the other Security Documents shall:
 (a)
    
    be in writing delivered personally or be first-class prepaid letter (airmail if
available), or shall be served through a process server or subject to Clause 10.7 by
fax;(b)
    
    be deemed to have been received, subject as otherwise provided in this
Agreement or the relevant Security Document, in the case of fax, at the time of
dispatch as per transmission report (provided, in either case, that if the date of
despatch is not a business day in the country of the addressee it shall be deemed to
have been received at the opening of business on the next such business day), and in
the case of a letter when delivered or served personally or five (5) days after it has
been put into the post; and(c)
    
    be sent:
 (i)
    
    if to be sent to any Security Party, to:c/o Free Bulkers S.A.
89 Akti Miaouli & 4 Mavrokordatou street
Piraeus Greece
Fax: (+30) 210 4291100
Attention: Mr. Ion Varouxakis(ii)
    
    in the case of the Bank at:62, Notara & Sotiros Dios streets
185 35 Piraeus
Greece
Fax No. (+30) 210 41 32 058
Attention : The Manager
 56




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15.2
    
    Process AgentMr. Ioannis Fassolis, an Attorney-at-Law, whose present address is at 15 Sachtouri Street,
185 36, Piraeus, Greece, is hereby appointed by the Borrowers as agent to accept service
(hereinafter Process Agent) upon whom any judicial process in respect of proceedings in
Greece may be served and any process notice, judicial or extra-judicial request, demand for
payment, payment order, foreclosure proceedings, notarial announcement of claim, notice,
request, demand or other communication under this Agreement or any of the Security
Documents. In the event that the Process Agent (or any substitute process agent notified to
the Bank in accordance with the foregoing) cannot be found at the address specified above
(or, as the case may be, notified to the Bank), which will be conclusively proved by a deed
of a process server to the effect that the Process Agent was not found at such address, any
process notice, judicial or extra-judicial request, demand for payment, payment order,
foreclosure proceedings, notarial announcement of claim or other communication to be sent to
any Security Party may be validly notified in accordance with the relevant provisions of the
Hellenic Code on Civil Procedure.
 15.3
    
    Confidentiality
 (a)
    
    Each of the parties hereto agrees and undertakes to keep confidential any
documentation and any confidential information concerning the business, affairs,
directors or employees of the other which comes into its possession in connection with
this Agreement and not to use any such documentation, information for any purpose other
than for which it was provided.(b)
    
    Each Borrower acknowledges and accepts that the Bank may be required by law,
regulation or regulatory requirement or any request of any central bank or any court
order to disclose information and deliver documentation relating to the Borrowers and
the transactions and matters in relation to this Agreement and/or the other Security
Documents to governmental or regulatory agencies and authorities.(c)
    
    Each Borrower acknowledges and accepts that in case of occurrence of any of the
Events of Default the Bank may disclose information and deliver documentation relating
to the Borrowers and the transactions and matters in relation to this Agreement and/or
the other Security Documents to third parties to the extent that this is necessary for
the enforcement or the contemplation of enforcement of the Banks rights or for any
other purpose for which in the opinion of the Bank, such disclosure would be useful or
appropriate for the interests of the Bank or otherwise and each Borrower expressly
authorises any such disclosure and delivery.(d)
    
    Each Borrower acknowledges and accepts that the Bank may be prohibited from
disclosing information to the Borrowers by reason of law or duties of confidentiality
owed or to be owed to other persons.
 57




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16. APPLICABLE LAW AND JURISDICTION
 16.1
    
    Law
  16.2
    
    Submission to Jurisdiction
 (a)
    
    For the exclusive benefit of the Bank, each Borrower hereby (i) irrevocably
submits to the non exclusive jurisdiction of the Courts of Piraeus in Greece and (ii)
agrees that any summons, writ, judicial or extra-judicial notice, protest, payment
order, order for payment, order for enforcement, announcement of claim or other legal
process issued against it in Greece shall be served upon the Process Agent, who is
hereby authorised to accept such service, which shall be deemed to be good service on
the Borrowers.(b)
    
    The submission to the jurisdiction of the Courts of Piraeus shall not (and
shall not be construed so as to) limit the right of the Bank to take proceedings
against the Borrowers in the courts of any other jurisdiction nor shall the taking of
proceedings in any one or more jurisdictions preclude the taking of proceedings in any
other jurisdiction, whether concurrently or not.(c)
    
    The parties further agree that subject to sub-Clause 16.2(b) the Courts of
Piraeus shall have exclusive jurisdiction to determine any claim which the Borrowers
may have against the Bank arising out of or in connection with this Agreement and each
Borrower hereby waives any objections to proceedings with respect to this Agreement in
such courts on the grounds of venue or inconvenient forum.
  58




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SCHEDULE 1
 FORM OF DRAWDOWN NOTICE
 To:
    
    FBB-First Business BankS.A.62, Notara and Sotiros Dios streetsPiraeus, Greece(the Bank)[  ] 2009
 ADVENTURE NINE
S.A. ADVENTURE TWELVE S.A
      
  (a)
    
    no event or circumstance has occurred and is continuing which constitutes a Default;(b)
    
    the representations and warranties contained in Clause 6 of the Loan Agreement and the
representations and warranties contained in each of the other Security Documents are true and
correct at the date hereof as if made with respect to the facts and circumstances existing at
such date;(c)
    
    the borrowing to be effected by the drawing down of the Commitment will be within our
corporate powers, has been validly authorised by appropriate corporate action and will not
cause any limit on our borrowings (whether imposed by statute, regulation, agreement or
otherwise) to be exceeded; and(d)
    
    to the best of our knowledge and belief there has been no material adverse change in our
financial position or in the consolidated financial position of ourselves and the other
Security Parties from that described by us to the Bank in the negotiation of the Loan
Agreement.
  SIGNED by
    
    )Mr.
    
    )for and on behalf of the First Borrower
    
    )ADVENTURE NINE S.A.
    
    )
    
    Attorney-in-Factof the Marshall Islands, in the presence of:
    
    )SIGNED by
    
    )Mr.
    
    )for and on behalf of the Second Borrower
    
    )ADVENTURE TWELVE S.A.
    
    )
    
    Attorney-in-Factof Liberia, in the presence of:
    
    )
 59




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Witness:Name:Address:Piraeus, GreeceOccupation: Attorney-at-law SCHEDULE 2
 INSURANCE REQUIREMENTS
  1.
    
    DEFINITIONS
 1.1
    
    Words and expressions used in this Schedule shall have the meanings given thereto in the
agreement to which this Schedule is attached and the following expressions shall have the
meanings listed below:
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2. INSURANCES TO BE EFFECTED AND MAINTAINED
 2.1
    
    The insurance which must be effected and maintained in accordance with the provisions of the
agreement to which these Insurance Requirements are attached should be in the name of the
Owner and as follows:
 (a)
    
    Hull and Machineryinsurance against fire and usual marine risks on an agreed value basis, on a full
cover/all risks basis according to English or American Hull Clauses with a
reasonable deductible and upon such terms as shall from time to time be approved in
writing by the Bank; and(b)
    
    War Risks Insuranceinsurance against War risks according to the London Institute War Clauses, on an
agreed value basis attaching also the so called war protection clauses. In this
case crew war liabilities insurance shall also have to be effected separately; and(c)
    
    Increased Valueincreased Value insurance (Total Loss only, including Excess Liabilities) as per the
applicable English or American Institute Clauses (Disbursement/Increased Value/
Excess Liabilities) up to an amount not exceeding the Insurance Amount specified in
Clause 3.3 below; and(d)
    
    Protection and Indemnityinsurance against protection and indemnity risks for the full value and tonnage of
the vessel insured (as approved in writing by the Bank) according to the relevant
rules and deductibles provided thereof for all risks including Pollution (and if the
vessel is passenger ship including liability towards third parties which is not
covered by the War Risk Insurance) insured by P+I Clubs, members of the
International Group of Protection and Indemnity Associations. If any risks are
excluded or the deductibles as provided by the rules have been altered, the written
consent of the Bank shall have to be previously required. In case that crew
liabilities (including without limitation loss of life, injury or illness) have been
entirely excluded from the association cover or insured on a deductible excess
basis, (always subject to the prior written consent of the Bank) such liabilities
shall have to be further insured separately with other underwriters acceptable to
the Bank and upon such terms as shall from time to time be approved in writing by
the Bank; and(e)
    
    FD & D InsuranceFreight, Demurrage and Defence insurance as per the terms and conditions of a mutual
club or association acceptable to the Bank; and
 61




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(f)
    
    Pollution Liability Insurancean extra insurance in respect of excess Oil Pollution Liability (including -if the
vessel insured is a tanker- the Civil Liability Convention certificate) including
full cover of pollution risks for the amount up to the maximum commercially
available limit and upon such terms as shall be commercially available and accepted
by the Bank; and(g)
    
    USA Pollution Risk Insurance(in case that the vessel is scheduled to operate within or nearby USA jurisdiction)
to cover and keep such vessel covered with an extra insurance in respect of oil
pollution liability for an amount and upon such terms as required by international
and national law regulations and shall from time to time be required by the Bank;
and(h)
    
    Mortgagees Interest Insurance  Mortgagees Additional Perils (Pollution)
Interest InsuranceMortgagees Interest Insurance and Mortgagees Additional Perils (Pollution)
Interest Insurance each in an amount equal to 110% of the amount of the Loan
including Mortgagees asset protection (pollution) cover or other similar insurance
in respect of any pollution claims against the Vessels upon such terms as shall from
time to time be determined by the Bank; and(i)
    
    Other Insuranceinsurance in respect of such other matters of whatsoever nature and howsoever
arising in respect of which the Bank would at any time require at its discretion the
vessel to be insured.
 3. TERMS AND OBLIGATIONS FOR EFFECTING AND MAINTAINING INSURANCES
 3.1
    
    The Insurances to be effected in such currency as the Bank may approve and through the
Approved Brokers (other than the mortgagees interest insurance which shall be effected
through brokers nominated by the Bank) and with such insurance companies and/or underwriters
as shall from time to time be approved in writing by the Bank, provided however that the
insurances against war risks, protection and indemnity, FD & D cover or other mutual insurance
risks may be effected by the entry of the vessel with such war, protection and indemnity or
other mutual insurance associations as shall from time to time be approved in writing by the
Bank.3.2
    
    The Insurances to be effected and maintained free of cost and expense to the Bank and in the
sole name of the Owner or, if so required by the Bank, in the joint names of the Owner and the
Bank (but without liability on the part of the Bank for premiums or calls). All insurances to
be in form and substance and under terms satisfactory to the Bank and with insurers acceptable
to the Bank.3.3
    
    Unless otherwise agreed in writing by the Bank:
 (a)
    
    The amount in respect of which the Insurances should be effected shall be an
amount (Insurance Amount) which will be (aa) in respect of Hull and Machinery Insurance
the greater of the market value of the vessel insured for the time being
 62




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##### 



and 125% of an amount (the Amount of Debt) equal to (i) the Loan if the agreement
to which these Insurance Requirements are attached is a Loan Agreement or (ii) the
Maximum Limit of the Facility if the agreement to which these Insurance Requirements
are attached is an Overdraft Facility or a Facility for Issue of Guarantees or
Letters of Credit; and (bb) in respect of Protection and Indemnity, FD&D,
Mortgagees Interest Insurance and/or Mortgagees Asset Additional Perils
(Pollution), 110% of the Amount of Debt.(b)
    
    In case that the Amount of Debt is secured by more than one vessels the above
percentages should be covered by the aggregate of the Insurances in respect of all such
vessels.(c)
    
    In case that the vessel insured secures by its Insurances Amounts of Debt under
more than one agreements then the above percentages apply to the aggregate of all the
Amounts of Debt under all the agreements.
 3.4
    
    Any person which is obliged under the agreement to which these Insurance Requirements are
attached to effect and maintain the Insurances, it will be obliged and it hereby undertakes,
jointly and severally with any other person having the same obligation to (and will ensure
that the Owner, if it is a different person shall):
 (a)
    
    procure and ensure that the Approved Brokers and/or the Club Managers, as the
case may be, shall send to the Bank a letter of undertaking in respect of the
Insurances in form and substance satisfactory to the Bank and Notice of Cancellation as
per Clause 4(d) below. The Approved Brokers Letter of Undertaking shall be compatible
with the form recommended by Lloyds Insurance Brokers Committee, or any subsequent
LIBC form. Such brokers to further undertake to give immediate notice of any insurance
being subject to the Condition Survey Warranty (J.H.II5) and/or Structural Conditions
Warranty (J.H.722) and/or the Classification Clause (Hulls) 29/6/89, 30 days prior to
the attachment date of any insurance bearing any of these warranties.(b)
    
    (if any of the Insurances form part of a fleet cover), procure that the
Approved Brokers shall undertake to the Bank that they shall neither set off against
any claims in respect of the vessel insured any premiums due in respect of other
vessels under such fleet cover or any premiums due for other insurances, nor cancel the
insurance for reasons of non-payment of premiums for other vessels under such fleet
cover or of premiums for such other insurances, and shall undertake to issue a separate
policy in respect of the vessel insured if and when so requested by the Bank;(c)
    
    punctually pay all premiums, calls, contributions or other sums payable in
respect of all Insurances and produce all relevant receipts or other evidence of
payment when so required by the Bank;(d)
    
    at least fourteen (14) days before the Insurances expire, notify the Bank of
the names of the brokers and/or the war risks and protection and indemnity risks
associations proposed to be employed by the Owner for the purposes of the renewal of
such Insurances and of the amounts in which such Insurances are proposed to be renewed
and the risks to be covered and, subject to compliance with any requirements of the
Bank under the Insurance Requirements, procure that appropriate instructions for the
renewal of such Insurances on the terms so specified are given to the Approved Brokers
and/or to the approved war risks and protection and indemnity risks associations at
least ten (10) days before the
 63




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##### 



relevant Insurances expire, and that the Approved Brokers and/or the approved war
risks and protection and indemnity risks associations will at least seven (7) days
before such expiry (or within such shorter period as the Bank may from time to time
agree) confirm in writing to the Bank as and when such renewals have been effected
in accordance with the instructions so given;
 (e)
    
    arrange for the execution and delivery of such guarantees or indemnities as may
from time to time be required by any protection and indemnity or war risks association;(f)
    
    deposit with the Approved Brokers (or procure the deposit of) all slips, cover
notes, policies, certificates of entry or other instruments of insurance from time to
time issued and procure that the interest of the Bank shall be endorsed thereon by
incorporation of the relevant Loss Payable Clause and by means of a notice of
assignment (signed by the Owner) in the form set out in Paragraph 4 of this Schedule or
in such other form as may from time to time be agreed in writing by the Bank, and that
the Bank shall be furnished with pro forma copies thereof and a letter or letters of
undertaking from the Approved Brokers in such form as shall from time to time be
required by the Bank;(g)
    
    procure that any protection and indemnity and/or war risks associations and/or
Hull and Machinery and/or any other insurance company or underwriters in which the
vessel insured is for the time being entered and/or insured shall endorse the relevant
Loss Payable Clause on the relevant certificate of entry or policy and shall furnish
the Bank with a copy of such certificate of entry or policy and a letter or letters of
undertaking in such form as shall from time to time be required by the Bank;(h)
    
    (if so requested by the Bank, but at the cost of the Owner) furnish the Bank
from time to time with a detailed report signed by an independent firm of marine
insurance brokers appointed by the Bank dealing with the Insurances maintained on the
vessel insured and stating the opinion of such firm as to the adequacy thereof;(i)
    
    do all things necessary and provide all documents, evidence and information to
enable the Bank to collect or recover any moneys which shall at any time become due in
respect of the Insurances;(j)
    
    ensure that the vessel insured shall not be employed otherwise than in
conformity with the terms of the Insurances (including any warranties express or
implied therein) without first obtaining the consent of the insurers to such employment
and complying with such requirements as to extra premium or otherwise as the insurers
may prescribe;(k)
    
    apply all sums receivable under the Insurances which are paid to the Owner in
accordance with the Loss Payable Clauses in repairing all damage and/or in discharging
the liability in respect of which such sums shall have been received;(l)
    
    (in case that the vessel is scheduled to operate or operates within or nearby
USA jurisdiction) make all the Protection & Indemnity Club US Voyage Quarterly
Declarations for each quarter in time and send copies of same to the Bank; and
 64




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(m)
    
    Fleet Cover is permitted only subject to the prior written approval of the
Bank, to the conditions set out in 3.4(b) above and the Banks prior express written
approval of fleet aggregate deductibles.
 4. LOSS PAYABLE CLAUSES AND CANCELLATION CLAUSE
 4.1
    
    The Loss Payable Clauses to be attached to the relevant Insurances should be substantially in the following form:(A) Hull and Machinery (Marine and War Risks)It is noted that by a Deed of General Assignment and a first
priority statutory  ship
Mortgage [and a Deed of covenant supplemental thereto,
both] dated , 2009 granted
by , of  (the Owner) in favour of FBB  FIRST BUSINESS BANK S.A., acting through its
office at 62, Notara and Sotiros Dios streets, Piraeus, Greece (the Mortgagee) all the
Owners rights, title and interest in and to all policies and contracts of insurance from
time to time taken out or entered into by or for the benefit of the Owner including all
claims of whatsoever nature and return or premia in respect of the
 flag m/v    and
accordingly:
 (a)
    
    all claims hereunder in respect of an actual or constructive or compromised or
arranged total loss, and all claims in respect of a major casualty (that is to say any
casualty the claim in respect of which exceeds the Major Casualty Amount inclusive of
any deductible) shall be paid in full to the Mortgagee or to its order; and(b)
    
    all other claims hereunder shall be paid in full to the Owner or to its order,
unless and until the Mortgagee shall have notified the insurers hereunder to the
contrary, whereupon all such claims shall be paid to the Mortgagee or to its order.(B)
    
    Protection and Indemnity Risks
 Payment of any recovery which
, of  (the Owner) is entitled to make out of the
funds of the Association in respect of any liability, costs or expenses incurred by the
Owner, shall be made to the Owner or to its order, unless and until the Association receives
notice to the contrary from FBB  FIRST BUSINESS BANK S.A., acting through its office at 62,
Notara and Sotiros Dios streets, Piraeus, Greece (the Mortgagee) in which event all
recoveries shall thereafter be paid to the Mortgagee or to its order; provided that no
liability whatsoever shall attach to the Association, its managers or its agents for failure
to comply with the latter obligation until the expiry of two clear business days from the
receipt of such notice.4.2
    
    Notice of CancellationThe Owner to procure that Notice of Cancellation of Insurances be given to the Mortgagee
along the following terms:Notice of Cancellation of Insurances will be given to FBB  FIRST BUSINESS BANK S.A., acting
through its office at 62, Notara and Sotiros Dios streets, Piraeus, Greece (the Mortgagee)
in any of the following cases:
 65




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(a)
    
    immediately of any material changes which are proposed to be made in the terms
of the Insurances or if the insurers cease to be insurers for any purposes connected
with the Insurances;(b)
    
    not later than fourteen (14) days prior to the expiry of any of the Insurances
if instructions have not been received for the renewal thereof and, in the event of
instructions being received to renew, of the details thereof;(c)
    
    immediately of any instructions or notices received by insurers with regard to
the cancellation or invalidity of any of the Insurances aforesaid; and(d)
    
    immediately if the insurers give notice of their intention to cancel the
Insurances, provided that the insurers will not exercise any rights of cancellation by
reason of unpaid premiums without giving the Bank fourteen (14) days, from the receipt
of such notice in which to remit the sums due.
 4.3
    
    Notice of AssignmentThe Notice of Assignment shall be in the following form:
 Form of Notice of Assignment  First Mortgage  (for attachment by way of endorsement to the Policy)
 
 Dated _________, 2009
For and on behalf of
The OwnerBy:Attorney-in-fact 66




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##### 



SIGNATURE PAGE
  THE BORROWERS
 SIGNED by
    
    
    )Mr.
    
    
    )for and on behalf of the First Borrower
    
    
    )
    
    
    /s/ Ion G. VarouxakisADVENTURE NINE S.A.
    
    
    )
    
    
    Attorney-in-Factof the Marshall Islands, in the presence of:
    
    
    )SIGNED by
    
    
    )Mr.
    
    
    )for and on behalf of the Second Borrower
    
    
    )
    
    
    /s/ Ion G. VarouxakisADVENTURE TWELVE S.A.
    
    
    )
    
    
    Attorney-in-Factof Liberia, in the presence of:
    
    
    )
 Witness:
    /s/ Ioannis FassolisName:
    Ioannis FassolisAddress: 15 Sachtouri Street, Piraeus, Greece
Occupation: Attorney-at-law THE BANK
 SIGNED
    
    )by Mr. Nikolaos Vougioukas
    
    )for and on behalf of
    
    )FBB-FIRST BUSINESS BANK S.A.
    
    )its duly authorised Attorney-in-fact
    
    )
    
    /s/ illegiblein the presence of:
    
    )
    
    Attorney-in-Fact
 Witness:
    /s/ Maria C. GalanopoulouName:
    Maria C. GalanopoulouAddress: Defteras Merarchias 13, Piraeus, Greece
Occupation: Attorney-at-law 67