Exhibit
4.72





EXECUTION
VERSION
















CREDIT
FACILITY PROVIDING FOR A





SENIOR
SECURED TERM LOAN





OF UP TO
US$95,000,000





TO BE
MADE AVAILABLE TO





JEKE
SHIPPING COMPANY LIMITED,


NOIR
SHIPPING S.A.,




AND




AMALFI
SHIPPING COMPANY LIMITED,


as joint
and several Borrowers,





BY





HSH
NORDBANK AG,


as
Mandated Lead Arranger, Underwriter, Administrative Agent and Security
Trustee,





and the
Banks and Financial Institutions


identified
on Schedule 1, as Lenders



















November
8, 2007























CONTENTS





PAGE




1.
            DEFINITIONS
            1




1.1
            Specific
      Definitions
            1




1.2
              Computation
      of Time Periods; Other Definitional Provisions
              16




1.3
            Accounting
      Terms
            16




1.4
            Certain
      Matters Regarding Materiality
            17




1.5
            Forms
      of Documents
            17




2.
            REPRESENTATIONS
      AND WARRANTIES
            17




2.1
            Representations
      and Warranties
            17




(a)
            Due
      Organization and Power
            17


(b)
            Authorization
      and Consents
            17


(c)
            Binding
      Obligations
            17


(d)
            No
      Violation
            17


(e)
            Filings;
      Stamp Taxes
            18


(f)
            Litigation
            18


(g)
            No
      Default
            18


(h)
            Vessels
            18


(i)
            Insurance
            18


(j)
            Financial
      Information
            18


(k)
            Tax
      Returns
            19


(l)
            Chief
      Executive Office
            19


(m)
            Foreign
      Trade Control Regulations; OFAC
            19


(n)
            Equity
      Ownership
            19


(o)
            Environmental
      Matters and Claims
            19


(p)
            Compliance
      with ISM Code, the ISPS Code, the MTSA and Annex VI
            20


(q)
            No
      Threatened Withdrawal of DOC, ISSC, SMC or IAPPC
            20


(r)
            Liens
            20


(s)
            Financial
      Indebtedness
            21


(t)
            No
      Proceedings to Dissolve
            21


(u)
            Solvency
            21


(v)
            Pari
      Passu Ranking
            21


(w)
            Taxes
      on Payments
            21


(x)
            Jurisdiction/Governing
      Law
            21


(y)
            Charters
            21


(z)
            Compliance
      with Laws
            21


(aa)
            Survival
            21


3.
                THE
      ADVANCES
                22


i




3.1
              (a)
              Purposes
              22  (b)
              Making
      of the Advances
              22




3.2
            Drawdown
      Notice
            23




3.3
            Effect
      of Drawdown Notice
            23




3.4
            Notation
      of Advances
            23






4.
            CONDITIONS
            24






4.1
            Conditions
      Precedent to the Effectiveness of this Credit Facility
      Agreement
            24




(a)
            Corporate
      Authority
            24


(b)
            The
      Credit Facility Agreement and the Note
            24


(c)
            Guarantor
      Documents
            25


(d)
            Solvency
            25


(e)
            Approved
      Manager Documents
            25


(f)
            Environmental
      Claims
            25


(g)
            Fees
            25


(h)
            Accounts
            25


(i)
            Compliance
      Certificate
            25


(j)
            Vessel
      Appraisal and Inspection
            25


(k)
            Money
      Laundering Due Diligence
            26


(l)
            Legal
      Opinions
            26


(m)
            Know
      Your Customer Requirements
            26




4.2
            Conditions
      Precedent re Delivery Advances
            26




(a)
            The
      Vessels
            27


(b)
            Vessel
      Documents
            27


(c)
            Additional
      Documents
            27


(d)
            Vessel
      Liens
            28


(e)
            ISM
      DOC
            28


(f)
            Process
      Agent
            28


(g)
            Legal
      Opinions
            28






4.3
            Further
      Conditions Precedent
            28




(a)
            Drawdown
      Notice
            29


(b)
            Representations
      and Warranties
            29


(c)
            No
      Event of Default
            29


(d)
            No
      Change in Laws
            29


(e)
            No
      Material Adverse Effect
            29






4.4
            Breakfunding
      Costs
            29




4.5
            Satisfaction
      after Drawdown
            29


5.
                REPAYMENT
      AND PREPAYMENT
                29


ii


5.1
            Repayment
            29




5.2
            Voluntary
      Prepayment; No Re-Borrowing
            30




5.3
            Mandatory
      Prepayment
            30




(a)
            Sale
      or Loss of Vessel
            30


(b)
            Guarantor
      Share Offering
            31




5.4
            Interest
      and Costs with Prepayments/Application of
Prepayments
            31




6.
            INTEREST
      AND RATE
            31




6.1
            Applicable
      Rate
            31




6.2
            Default
      Rate
            31




6.3
            Interest
      Periods
            31




6.4
            Interest
      Payments
            32




7.
            PAYMENTS
            32




7.1
            Place
      of Payments, No Set Off
            32




7.2
            Tax
      Credits
            32




7.3
            Sharing
      of Setoffs
            32




7.4
            Computations;
      Banking Days
            33




8.
            EVENTS
      OF DEFAULT
            33




8.1
            Events
      of Default
            33




(a)
            Non-Payment
      of Principal
            33


(b)
            Non-Payment
      of Interest or Other Amounts
            33


(c)
            Representations
            33


(d)
            Impossibility;
      Illegality
            33


(e)
            Mortgage
            33


(f)
            Covenants
            33


(g)
            Debt
            34


(h)
            Ownership
      of Borrowers
            34


(i)
            Bankruptcy
            34


(j)
            Termination
      of Operations; Sale of Assets
            34


(k)
            Judgments
            34


(l)
            Inability
      to Pay Debts
            34


(m)
            Change
      in Financial Position
            34


(n)
            Change
      in Control
            34


(o)
            Cross-Default
            35


8.2
                Indemnification
                35


iii







8.3
              Application
      of Moneys
              35




9.
            COVENANTS
            36




9.1
            Affirmative
      Covenants
            36




(a)
            Performance
      of Agreements
            36


(b)
            Notice
      of Default, etc
            36


(c)
            Obtain
      Consents
            36


(d)
            Financial
      Information
            36


(e)
            Vessel
      Valuations
            37


(f)
            Corporate
      Existence
            38


(g)
            Books
      and Records
            38


(h)
            Taxes
      and Assessments
            38


(i)
            Inspection
            38


(j)
            Inspection
      and Survey Reports
            38


(k)
            Compliance
      with Statutes, Agreements, etc
            38


(l)
            Environmental
      Matters
            38


(m)
              Vessel
      Management
              39(n)
              ISM
      Code, ISPS Code, MTSA and Annex VI Matters
              39





(o)
            Brokerage
      Commissions, etc
            39


(p)
            Deposit
      Accounts; Assignment
            39


(q)
            Insurance
            39


(r)
              Interest
      Rate Agreements
              40(s)
              Compliance
      with Anti-Money Laundering and OFAC
              40







9.2
            Negative
      Covenants
            41




(a)
            Liens
            41


(b)
              Debt
              41(c)
              Change
      of Flag, Class, Management or Ownership
              41





(d)
            Chartering
            41


(e)
            Change
      in Business
            41


(f)
            Sale
      or Pledge of Shares
            41


(g)
            Sale
      of Assets
            41


(h)
            Changes
      in Offices
            42


(i)
            Consolidation
      and Merger
            42


(j)
            Change
      Fiscal Year
            42


(k)
            Limitations
      on Ability to Make Distributions
            42


(l)
            Use
      of Corporate Funds
            42


(m)
            Issuance
      of Shares
            42


(n)
            No
      Money Laundering
            42


(o)
            Accounts
            42


(p)
            Dividends
      and Distributions to the Guarantor
            43


(q)
            Use
      of Proceeds
            43


(r)
            Guarantor’s
      Chief Executive Officer
            43


9.3
              Financial
      Covenants
              43




iv


(a)
            Adjusted
      Net Worth
            43


(b)
            EBITDA
      to Fixed Charges
            43


(c)
            Minimum
      Liquidity
            43




9.4
            Asset
      Maintenance
            43




10.
            ASSIGNMENT
            44




11.
            ILLEGALITY,
      INCREASED COST, NON-AVAILABILITY, ETC
            44




11.1
            Illegality
            44




11.2
            Increased
      Costs
            44




11.3
            Nonavailability
      of Funds
            45




11.4
            Lender's
      Certificate Conclusive
            46




11.5
            Compensation
      for Losses
            46




12.
            CURRENCY
      INDEMNITY
            46




12.1
            Currency
      Conversion
            46




12.2
            Change
      in Exchange Rate
            46




12.3
            Additional
      Debt Due
            46




12.4
            Rate
      of Exchange
            46




13.
            FEES
      AND EXPENSES
            46




13.1
            Fees
            46




13.2
            Expenses
            47




14.
            APPLICABLE
      LAW, JURISDICTION AND WAIVER
            47




14.1
            Applicable
      Law
            47




14.2
            Jurisdiction
            47




14.3
            Waiver
      of Jury Trial
            48




15.
            THE
      AGENTS
            48




15.1
            Appointment
      of Agents
            48




15.2
            Security
      Trustee as Trustee
            48




15.3
            Distribution
      of Payments
            48




15.4
            Holder
      of Interest in Note
            49




15.5
              No
      Duty to Examine, Etc.
              49
  15.6
                Agents
      as Lenders
                49
   v




15.7
                  Acts
      of the Agents
                  49




15.8
              Certain
      Amendments
              50




15.9
              Assumption
      re Event of Default
              51




15.10
              Limitations
      of Liability
              51




15.11
              Indemnification
      of the Agents
              51




15.12
              Consultation
      with Counsel
              51




15.13
              Resignation
              52




15.14
              Representations
      of Lenders
              52




15.15
              Notification
      of Event of Default
              52




15.16
              No
      Agency or Trusteeship if not Syndicated
              52




15.17
              Nature
      of Duties
              52




15.18
              Delegation
      of Power
              53




16.
            NOTICES
      AND DEMANDS
            53




16.1
            Notices
            53




17.
            MISCELLANEOUS
            53




17.1
            Time
      of Essence
            53




17.2
            Unenforceable,
      etc., Provisions–Effect
            53




17.3
            References
            53




17.4
            Further
      Assurances
            54




17.5
            Prior
      Agreements, Merger
            54




17.6
            Entire
      Agreement; Amendments
            54




17.7
            Indemnification
            54




17.8
            Headings
            55




17.9
              Waiver
      of Immunity
              5517.10
              USA
      Patriot Act Notice; OFAC and Bank Secrecy Act
              55







vi





SCHEDULE





1
            The
      Lenders and the Initial Commitments


2
            The
      Vessels


3
            Financial
      Indebtedness





EXHIBITS




A
                  Form
      of NoteB
                  Form
      of GuarantyC-1
                  Form
      of Retention Account PledgeC-2
                  Form
      of Earnings Account PledgeC-3
                  Form
      of Debt Service Reserve Account PledgeD
                  Form
      of MortgageE
                  Form
      of Earnings AssignmentF
                  Form
      of Insurances AssignmentG
                  Form
      of Assignment and Assumption AgreementH
                  Form
      of Compliance CertificateI
                  Form
      of Drawdown NoticeJ
                  Form
      of Interest NoticeK
                  Form
      of Approved Manager’s
Undertaking
  vii





SENIOR SECURED TERM CREDIT
FACILITY




THIS
SENIOR SECURED TERM CREDIT FACILITY AGREEMENT (this “Credit Facility Agreement”)
is made as of the __ day of September, 2007, by and among (1) JEKE
SHIPPING COMPANY LIMITED (“Jeke”), a corporation organized and existing under
the laws of the Republic of Liberia, NOIR SHIPPING S.A. (“Noir”), a corporation
organized and existing under the laws of the Republic of the Marshall Islands
and AMALFI SHIPPING COMPANY LIMITED (“Amalfi”), a corporation organized and
existing under the laws of the Republic of the Marshall Islands, as joint and
several borrowers (together the “Borrowers” and each a “Borrower”), (2) the
banks and financial institutions listed on Schedule 1, as lenders (together with
any bank or financial institution which becomes a Lender pursuant to Section 10,
the “Lenders”) and (3) HSH NORDBANK AG (“HSH”), as mandated lead arranger
(in such capacity, the “Mandated Lead Arranger”), underwriter (in such capacity,
the “Underwriter”), administrative agent for the Lenders (in such capacity, the
“Administrative Agent”) and security trustee for the Lenders (in such capacity,
the “Security Trustee”).




WITNESSETH
THAT:




WHEREAS,
at the request of the Borrowers, HSH has agreed to serve in its capacities as
Mandated Lead Arranger, Underwriter, Administrative Agent and Security Trustee
under the terms of this Credit Facility Agreement and the Lenders have agreed to
provide to the Borrowers a senior secured credit facility for a term loan to be
made available in three tranches, one per Vessel (as defined below), in the
aggregate amount of the lesser of US$95,000,000 or 65% of the Fair Market Value
of the Vessels, to partly finance the acquisition of the Vessels;




NOW,
THEREFORE, in consideration of the premises set forth above, the covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as set forth below:




1.
            DEFINITIONS




1.1           Specific
Definitions.  In this Credit Facility Agreement the words and
expressions specified below shall, except where the context otherwise requires,
have the meanings attributed to them below:




“Acceptable
      Accounting Firm”
            means
      Deloitte & Touche, or such other recognized international accounting
      firm as shall be approved by the Administrative Agent, such approval not
      to be unreasonably withheld;  “Account
      Pledge(s)”
            means
      each of the pledge agreements to be executed by the Borrowers in favor of
      the Finance Parties in respect of the Earnings Accounts, Debt Service
      Reserve Account and Retention Account, each pursuant to
      Section 4.1(h), and substantially in the form set out in Exhibits
      C-1, C-2 and C-3 respectively;   1
  “Accounting
      Period”
                means
      each consecutive period of three months falling during the period (ending
      on the last day in March, June, September and December of each year) for
      which quarterly accounting information is required to be provided to the
      Administrative Agent hereunder;“Adjusted
      Net Worth”
                means,
      measured at the end of an Accounting Period, the amount of Total Assets
      (as adjusted to include the aggregate Fair Market Value of each of the
      vessels owned by the Guarantor and each of its Subsidiaries) less
      Consolidated Debt as stated in then most recent accounting information
      delivered to the Administrative Agent hereunder;“Administrative
      Agent”
                shall
      have the meaning ascribed thereto in the preamble;“Advance(s)”
                means
      any amount advanced to the Borrowers with respect to the Facility or (as
      the context may require) the aggregate amount of all such Advances for the
      time being outstanding, provided, however, that
      only one Advance shall be made per Tranche and that no Advance shall be
      made available after the Final Availability Date;“Affiliate”
                means
      with respect to any Person, any other Person directly or indirectly
      controlled by or under common control with such Person.  For the
      purposes of this definition, “control” (including, with correlative
      meanings, the terms “controlled by” and “under common control with”) as
      applied to any Person means the possession directly or indirectly of the
      power to direct or cause the direction of the management and policies of
      that Person whether through ownership of voting securities or by contract
      or otherwise;“Agents”
                means
      each of the Administrative Agent and the Security Trustee;“Amalfi”
                shall
      have the meaning ascribed thereto in the preamble;“Annex
      VI”
                means
      Regulations for the Prevention of Air Pollution from Ships to the
      International Convention for the Prevention of Pollution from Ships 1973
      (as modified in 1978 and 1997);“Applicable
      Rate”
                means
      any rate of interest applicable to  the Facility from time to
      time pursuant to Section 6.1;
   2
   “Approved
      Manager”
              means
      a direct or indirect wholly-owned subsidiary of the Guarantor or any other
      company approved by the Lenders from time to time as the manager of a
      Vessel, which approval shall not unreasonably be withheld;“Approved
      Manager’s Undertaking(s)”
              means
      each of the undertakings made or to be made by an Approved Manager in
      favor of the Lenders in respect of a Vessel, substantially in the form set
      out in Exhibit K;“Assigned
      Moneys”
              means
      sums assigned to or received by the Agents pursuant to any Security
      Document;“Assignment
      and Assumption Agreement(s)”
              means
      the Assignment and Assumption Agreement(s) executed pursuant to
      Section 10 substantially in the form set out in
      Exhibit G;“Assignment
      Notices”
              means notices
      with respect to the Earnings Assignments substantially in the form set out
      in Exhibit 1 thereto and notices with respect to the Insurances
      Assignments substantially in the form set out in Exhibit 3
      thereto;“Assignments”
              means
      the Earnings Assignments and the Insurances Assignments;“Banking
      Day(s)”
              means
      day(s) on which banks are open for the transaction of business in London,
      England, New York, New York (United States of America), Piraeus, Greece
      and Hamburg, Germany;“Borrower(s)”
              shall
      have the meaning ascribed thereto in the preamble;“Change
      of Control”
              means
      (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the
      Exchange Act), other than a member of the immediate family of Evangelos
      Pistiolis, becomes the beneficial owner (as defined in Rules 13d-3 and
      13d-5 under the Exchange Act), directly or indirectly, of more than 35% of
      the total voting power or ownership interest of the Guarantor or (b) 
      the Board of Directors of the Guarantor ceases to consist of a majority of
      the directors existing on the date hereof or directors nominated by at
      least two-thirds (2/3) of the then existing directors;“Charterer(s)”
              shall
      mean any bareboat charterer or time charterer who has entered into a
      Charter Party Agreement with any of the Borrowers;“Charter
      Party Agreement(s)”
              shall
      mean any bareboat charter agreement or any time  3
   charter
      agreement with any of the Borrowers, having a duration of longer than
      eleven (11) months including but not limited to the existing charters with
      respect to each Vessel;“Classification
      Society”
                means
      Lloyd’s Register or any other member of the International Association of
      Classification Societies, as approved by the Administrative Agent, with
      whom any of the Vessels are entered and who conducted periodic physical
      surveys and/or inspections of any of the Vessels;“CLO"
                shall
      have the meaning ascribed thereto in Section 10;“Code”
                means
      the Internal Revenue Code of 1986, as amended, and any successor statute
      and regulation promulgated thereunder;“Collateral”
                means
      all property or other assets, real or personal, tangible or intangible,
      whether now owned or hereafter acquired in which any Agent or any Lender
      has been granted a security interest pursuant to a Security
      Document;“Commitment(s)”
                means
      in relation to a Lender, the portion of the Facility set out opposite its
      name in Schedule 1 or, as the case may be, as reduced by or set out
      in any relevant Assignment and Assumption Agreement, as such amount shall
      be reduced from time to time pursuant to Section 5;“Commitment
      Fee”
                shall
      have the meaning ascribed thereto in Section 13.1;“Commitment
      Termination Date”
                shall
      mean February 28, 2008;“Compliance
      Certificate”
                means
      a certificate certifying the compliance by each of the Borrowers and/or
      the Guarantor, as the case may be, with all of its respective covenants
      contained herein and showing the calculations thereof in reasonable
      detail,  executed and delivered by the chief financial officer
      of the Guarantor to the Administrative Agent from time to time pursuant to
      Section 9.1(d) in the form set out in Exhibit H, or in such
      other form as the Administrative Agent may agree;“Consent
      and Agreement”
                means
      the consent and agreement relating to this Credit Facility Agreement to be
      executed by the Guarantor in the form attached hereto;
   4
  “Consolidated
      Debt”
              means,
      measured at the end of an Accounting Period for the Guarantor and its
      Subsidiaries on a consolidated basis, the aggregate amount of Debt due by
      the Security Parties as stated in the then most recent accounting
      information delivered to the Administrative Agent hereunder;“Consolidated
      Financial Indebtedness”
              means,
      measured at the end of each Accounting Period, the aggregate amount of
      Financial Indebtedness (including current maturities) of the Guarantor and
      its Subsidiaries on a consolidated basis as stated in the then most recent
      accounting information delivered to the Administrative Agent
      hereunder;“Credit
      Facility Agreement”
              means
      this agreement, as the same shall be amended, modified or supplemented
      from time to time;“Current
      Assets”
              means,
      measured at the end  of each Accounting Period, the aggregate of
      the cash and marketable securities, trade and other receivables of the
      Guarantor and its Subsidiaries on a consolidated basis from persons which
      can be realized within one year, inventories and prepaid expenses which
      are to be charged to income within one year less any doubtful debts and
      any discounts or allowances given as stated in the then most recent
      accounting information delivered to the Administrative Agent
      hereunder;“Debt”
              means,
      in relation to the Guarantor and its Subsidiaries (the
      “debtor”):  (a) Financial Indebtedness of the debtor; (b)
      liability for any credit to the debtor from a supplier of goods or
      services or under any installment purchase or payment plan or similar
      arrangement; (c) contingent liabilities of the debtor (including without
      limitation any taxes or other payments under dispute) which have been or,
      under GAAP, should be recorded in the notes to the accounting information;
      (d) deferred tax of the debtor; and (e) liability under a guarantee,
      indemnity or similar obligation entered into by the debtor in respect of a
      liability of another person who is not a Security Party which would fall
      within (a) to (d) if the references to the debtor referred to the other
      Person;“Debt
      Service Deposit”
              shall
      have the meaning ascribed thereto in Section 4.1(h);“Debt
      Service Reserve Account”
              shall
      have the meaning ascribed thereto in Section 4.1(h);“Default
      Rate”
              shall
      have the meaning ascribed thereto in Section 6.2;    5
  “Delivery
      Advance”
                means
      with respect to each Tranche, the Advance to be made to the Borrowers in
      respect of the delivery of the Vessel to which such Tranche
      relates;“Delivery
      Date”
                means
      with respect to each Vessel the date on which Vessel is delivered to the
      respective Borrower;“DOC”
                means
      a document of compliance issued to an Operator in accordance with rule 13
      of the ISM Code;“Dollars”
      and the sign “$”
                means
      the legal currency, at any relevant time hereunder, of the United States
      of America and, in relation to all payments hereunder, in same day funds
      settled through the New York Clearing House Interbank Payments System (or
      such other Dollar funds as may be determined by the Administrative Agent
      to be customary for the settlement in New York City of banking
      transactions of the type herein involved);“Drawdown
      Date(s)”
                means
      the dates, each being a Banking Day, upon which the Borrowers have
      requested that an Advance be made available to the Borrowers, and such
      Advance is made, as provided in Section 3; provided, that
      no Drawdown Date shall occur after the Commitment Termination
      Date;“Drawdown
      Notice”
                shall
      have the meaning ascribed thereto in Section 3.2;“EBITDA”
                means,
      in respect of an Accounting Period, the aggregate amount of consolidated
      pre-tax profits of the Guarantor and its Subsidiaries before extraordinary
      or exceptional items, depreciation, interest, rentals under finance leases
      and similar charges payable but after the deduction of payments made under
      bareboat charters in each case as stated in the then most recent
      accounting information;“Earnings
      Account”
                shall
      have the meaning ascribed thereto in Section 4.1(h);“Earnings
      Assignment(s)”
                means
      the assignments in respect of the earnings of each Vessel from any and all
      sources, to be executed by the relevant Borrower in favor of the Security
      Trustee pursuant to Section 4.2(b), substantially in the form set out
      in Exhibit E;“Environmental
      Affiliate(s)”
                means
      any person or entity, the liability of which for Environmental Claims any
      Security Party or Subsidiary of any Security Party may have assumed by
      contract or operation of law;   6
  “Environmental
      Approval(s)”
                shall
      have the meaning ascribed thereto in Section 2.1(o);“Environmental
      Claim(s)”
                shall
      have the meaning ascribed thereto in Section 2.1(o);“Environmental
      Law(s)”
                shall
      have the meaning ascribed thereto in Section 2.1(o);“Event(s)
      of Default”
                means
      any of the events set out in Section 8.1;“Exchange
      Act”
                shall
      mean the Securities and Exchange Act of 1934, as amended;“Facility”
                means
      the term loan facility to be made available by the Lenders to the
      Borrowers hereunder in three Tranches, each comprised of one (1) Advance
      to be made available upon or following the delivery of the respective
      Vessel, pursuant to Section 3; and being, in the aggregate, no more than
      the lesser of (i) Ninety-Five Million Dollars ($95,000,000) or (ii)
      sixty-five percent (65%) of the Fair Market Value of the
      Vessels;“Fair
      Market Value”
                means
      in relation to a Vessel, her sale value (determined as the average of two
      valuations prior to the Drawdown Date relating to such Vessel, and
      thereafter one valuation per year at twelve month intervals on each
      anniversary of such Drawdown Date, each valuation to be not older than six
      weeks from any of Simpson, Spence and Young, London, England or Astrup
      Fearnley A/S, Oslo, Norway or AC Shipping, London, England or R.S. Platou
      Shipbrokers A/S, Oslo, Norway or Galbraith’s Limited, London, England or
      H. Clarksons & Co. Ltd., London, England) with or without physical
      inspection (as the Lender may require) in United States Dollars on the
      basis of the sale of the Vessel (i) for prompt delivery, (ii) for cash,
      (iii) without taking into account any charter party relating to the
      Vessel, and (iv) at arm's length on normal commercial terms between a
      willing seller and a willing buyer. If the two valuations obtained prior
      to the Drawdown Date differ by a margin of more than fifteen percent (15%)
      then a third appraiser from the aforementioned firms selected by the
      Administrative Agent shall make an independent appraisal at the Borrowers’
      expense, and the Fair Market Value of the Vessel shall be considered to be
      the average of all three valuations obtained;“Fee
      Letter”
                means
      that certain fee letter of even date herewith, entered into by the
      Guarantor and HSH in respect of the Facility;   7
  “Final
      Availability Date”
                means
      the earlier of (i) that date which is the Delivery Date of the third
      Vessel delivered to a Borrower and financed hereunder and (ii) February
      28, 2008;“Final
      Tranche A Payment Date”
                means,
      that date which is seven (7) years after the Delivery Date of the VOC
      GALLANT, but not later than February 28, 2015;“Final
      Tranche B Payment Date”
                means,
      that date which is seven (7) years after the Delivery Date of the SALMAS,
      but not later than February 28, 2015;“Final
      Tranche C Payment Date”
                means,
      that date which is seven (7) years after the Delivery Date of the OCEAN
      SPIRIT, but not later than February 28, 2015;“Finance
      Parties”
                means
      (i) HSH as the Mandated Lead Arranger, Underwriter, Administrative Agent
      and Security Trustee, (ii) the Lenders and (iii) the Swap
      Provider;“Financial
      Indebtedness”
                means,
      in relation to the Guarantor and its Subsidiaries (the “debtor”), a
      liability of the debtor:  (a) for principal, interest or any
      other sum payable in respect of any moneys borrowed or raised by the
      debtor; (b) under any loan, stock, bond, note or other security issued by
      the debtor; (c) under any acceptance credit, guarantee or letter of credit
      facility made available to the debtor; (d) under a financial lease, a
      deferred purchase consideration arrangement (in each case, other than in
      respect of assets or services obtained on normal commercial terms in the
      ordinary course of business) or any other agreement having the commercial
      effect of a borrowing or raising of money by the debtor; (e) under any
      foreign exchange transaction, interest or currency swap or any other kind
      of derivative transaction entered into by the debtor or, if the agreement
      under which any such transaction is entered into requires netting of
      mutual liabilities, the liability of the debtor for the net amount; or (f)
      under a guarantee, indemnity or similar obligation entered into by the
      debtor in respect of a liability of another person which would fall within
      (a) to (e) if the references to the debtor referred to the other
      person;“Fixed
      Charges”
                means,
      measured at the end  of an Accounting Period, the aggregate of
      Interest Expenses and the portion of Consolidated Financial Indebtedness
      (other than balloon repayments) in respect of the Guarantor and its
      Subsidiaries falling due during that period, as stated in the   8
  then
      most recent accounting information provided to the Administrative Agent
      hereunder;“GAAP”
                  shall
      have the meaning ascribed thereto in Section 1.3;“Guarantor”
                  means
      Top Tankers Inc., a corporation organized and existing under the laws of
      the Republic of the Marshall Islands;“Guaranty”
                  means
      the unconditional and irrevocable guaranty to be executed by the Guarantor
      in respect of the obligations of the Borrowers under and in connection
      with this Credit Facility Agreement and the Note in favor of the Security
      Trustee pursuant to Section 4.l(c), substantially in the set out in
      form of Exhibit B;“HSH”
                  shall
      have the meaning ascribed thereto in the preamble;“Hull
      Cover Ratio”
                  shall
      mean the ratio, expressed as a percentage, of the Fair Market Value of the
      Vessels then mortgaged hereunder divided by the outstanding principal
      amount under Facility;“IAPPC”
                  means
      a valid international air pollution prevention certificate for a Vessel
      issued under Annex VI;“Indemnitee”
                  shall
      have the meaning ascribed thereto in Section 17.7;“Initial
      Advance”
                  means
      the first Advance of a Tranche to be made under the Facility;“Insurances
      Assignment”
                  means
      the assignments in respect of the insurances over each of the Vessels to
      be executed by the relevant Borrower in favor of the Security Trustee
      pursuant to Section 4.2(b), substantially in the form set out in Exhibit
      F;“Interest
      Expense”
                  means,
      measured at the end of an Accounting Period, the aggregate on a
      consolidated basis of all interest incurred by the Guarantor and its
      Subsidiaries and any net amounts payable under interest rate hedge
      agreements, as stated in the then most recent accounting information
      provided to the Administrative Agent hereunder;“Interest
      Notice”
                  means
      a notice from the Borrowers to the Administrative Agent specifying the
      duration of any relevant Interest Period, each substantially in the form
      set out in Exhibit J;
   9
  “Interest
      Payment Date”
                means
      each date on which accrued interest on the Facility shall be payable
      pursuant to Section 6.4;“Interest
      Period(s)”
                means
      period(s) of one (1), three (3), six (6) or twelve (12) months as selected
      by the Borrowers, or as otherwise agreed by the Lenders and the Borrowers,
      provided, however, that the Borrowers may only select the one (1) month
      option up to three (3) times per year;“Interest
      Rate Agreement”
                means
      any interest rate protection agreement, interest rate future agreement,
      interest rate option agreement, interest rate swap agreement, interest
      rate cap agreement, interest rate collar agreement, interest rate hedge
      agreement or other similar agreement or arrangement entered into between
      the Borrowers with the Swap Provider, which is designed to protect the
      Borrowers against fluctuations in interest rates applicable under this
      Agreement, to or under which the Borrowers, the Guarantor or any of the
      Guarantor’s Subsidiaries is a party or a beneficiary on the date of this
      Agreement or becomes a party or a beneficiary hereafter;“ISM
      Code”
                means
      the International Safety Management Code for the Safe Operating of Ships
      and for Pollution Prevention constituted pursuant to Resolution A.741(18)
      of the International Maritime Organization and incorporated into the
      Safety of Life at Sea Convention and includes any amendments or extensions
      thereto and any regulation issued pursuant thereto;“ISPS
      Code”
                means
      the International Ship and Port Facility Security Code adopted by the
      International Maritime Organization (as the same may be amended from time
      to time);“ISSC”
                means
      a valid and current International Ship Security Certificate issued under
      the ISPS Code;“Jeke”
                shall
      have the meaning ascribed thereto in the preamble;“Lender(s)”
                shall
      have the meaning ascribed thereto in the preamble;“LIBOR”
                means
      the rate for deposits of Dollars for a period equivalent to the relevant
      Interest Period at or about 11:00 a.m. (London time) on the second
      London Banking Day before the first day of such period as displayed on
      Telerate page 3750 (British Bankers’ Association Interest Settlement
      Rates) (or such other page as may replace such  10
  page
      3750 on such system or on any other system of the information vendor for
      the time being designated by the British Bankers’ Association to calculate
      the BBA Interest Settlement Rate (as defined in the British Bankers’
      Association’s Recommended Terms and Conditions (“BBAIRS” terms) dated
      August 1985)), provided that if on such date no such rate is so displayed
      for the relevant Interest Period, LIBOR for such period shall be the rate
      quoted to the Administrative Agent by the Reference Bank at the request of
      the Administrative Agent as the offered rate for deposits of Dollars in an
      amount approximately equal to the amount in relation to which LIBOR is to
      be determined for a period equivalent to the relevant Interest Period to
      prime banks 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;“Liquid
      Funds”
                  means,
      measured at the end of an Accounting Period:  (a) cash in hand
      or held with banks or other financial institutions of the Guarantor and/or
      any other Security Party in Dollars or another currency freely convertible
      into Dollars, which is free of any security interest (other than a
      permitted security interest and other than ordinary bankers’ liens which
      have not been enforced or become capable of being enforced); or (b) any
      other short-term financial investments which is free of any Security
      Interest (other than a permitted security interest), as stated in the then
      most recent accounting information delivered to the Administrative Agent
      hereunder;“Loan-to-Value
      Ratio”
                  shall
      mean the ratio of the outstanding amount of the Facility over the
      aggregate Fair Market Value of the Vessels;“Majority
      Lenders”
                  means,
      at any time, Lenders holding an aggregate of more than 60% of the Advances
      then outstanding;“Mandated
      Lead Arranger”
                  shall
      have the meaning ascribed thereto in the preamble;“Mandatory
      Costs”
                  means
      the cost of complying with any applicable regulatory requirements of any
      relevant regulatory authority;“Margin”
                  shall
      mean (a) 1.00% per annum while the Vessels are employed under time charter
      party agreements acceptable to the Agent for periods of at least twelve
      (12) months and (b) 1.125% per annum at all other times;
   11
  “Material
      Adverse Effect”
                        shall
      mean a material adverse effect on (i) the ability of the Borrowers to
      repay the Advances or perform any of its obligations hereunder or under
      the Note, (ii) the ability of any Security Party to perform its
      obligations under any Security Documents or (iii) the business,
      property, assets, liabilities, operations, condition (financial or
      otherwise) or prospects of the Security Parties taken as a
      whole;“Minimum
      Liquidity Amount”
                        shall
      have the meaning ascribed thereto in Section 9.3(c);“Mortgage(s)”
                        means
      each of the first preferred cross-collateralized ship mortgages on each of
      the Vessels, to be executed under the laws of a Permitted Jurisdiction by
      the respective Borrower, as owner, as listed in Schedule 2 in favor of the
      Security Trustee (as trustee for the Lenders) pursuant to
      Section 4.2(b), substantially in the form set out in Exhibit
      D;“MTSA”
                        means
      the Maritime and Transportation Security Act, 2002, as amended, inter alia, by Public
      Law 107-295;“Noir”
                        shall
      have the meaning ascribed thereto in the preamble;“Note”
                        means
      the promissory note to be executed by the Borrowers to the order of the
      Administrative Agent pursuant to Section 4.1(b), to evidence the
      Facility, substantially in the form set out in
Exhibit A;“OCEAN
      SPIRIT”
                        means
      that certain Vessel to be owned by Amalfi and to be renamed AMALFI, the
      details of which are set forth on Schedule 2 hereto, to be delivered with
      a time charter contract with China Ocean Shipping (Group) Company with a
      maturity date of not less than 14 months from its Delivery Date at a net
      rate of not less than $22,000 per day, such charter party agreement to be
      subject to the approval of the Mandated Lead Arranger;“Operator”
                        means,
      in respect of any Vessel, the Person who is concerned with the operation
      of such Vessel and falls within the definition of “Company” set out in
      rule 1.1.2 of the ISM Code;   12
  “Payment
      Dates”
                        means
      the Initial Payment Date and the dates falling at three month intervals
      thereafter, the last of which is the Final Payment Date;“Permitted
      Jurisdiction”
                        means
      the Republic of the Marshall Islands, the Republic of Liberia [, the
      Republic of Greece] or such other jurisdiction as may be approved in
      writing by the Majority Lenders;“Person”
                        means
      any individual, sole proprietorship, corporation, partnership (general or
      limited), limited liability company, business trust, bank, trust company,
      joint venture, association, joint stock company, trust or other
      unincorporated organization, whether or not a legal entity, or any
      government or agency or political subdivision thereof;“Proceeding”
                        shall
      have the meaning ascribed thereto in Section 8.1(i);“Reference
      Bank”
                        means
      HSH;“Regulation
      T”
                        means
      Regulation T of the Board of Governors of the Federal Reserve System, as
      in effect from time to time;“Regulation
      U”
                        means
      Regulation U of the Board of Governors of the Federal Reserve System, as
      in effect from time to time;“Regulation
      X”
                        means
      Regulation X of the Board of Governors of the Federal Reserve System, as
      in effect from time to time;“Required
      Percentage”
                        means,
      until the fourth anniversary of this Credit Facility Agreement, one
      hundred and thirty percent (130%), and thereafter, one hundred and thirty
      five percent (135%) of the amount of the outstanding Facility and the
      notional cost or actual cost (if any) as determined by the Lender of
      terminating any interest rate swap entered into by the
      Borrowers;“Retention
      Account”
                        shall
      have the meaning ascribed thereto in Section 4.1(h);“Retention
      Amount”
                        shall
      mean an amount equal to one third (1/3) of the next quarterly principal
      payment due in accordance with Section 5 hereof and the relevant fraction
      of interest accruing on the Facility during the next month in   13
  accordance
      with Section 6 hereof;“Retention
      Date”
                          shall
      mean the date one month after the respective Drawdown Date and at monthly
      intervals thereafter;“SALMAS”
                          means
      that certain Vessel to be owned by Noir and to be renamed BERTRAM, the
      details of which are set forth on Schedule 2 hereto, to be delivered with
      a time charter contract with Korea Line Corporation with a maturity date
      of a minimum of 24 months and a maximum of 28 months from its Delivery
      Date at a net rate of not less than $29,680 per day, such charter party
      agreement to be subject to the approval of the Mandated Lead
      Arranger;“Security
      Document(s)”
                          means
      the Guaranty, the Mortgages, the Assignments, the Account Pledges and any
      other documents that may be executed as security for the Facility and the
      Borrowers’ obligations in connection therewith;“Security
      Party(ies)”
                          means
      each of the Borrowers and the Guarantor;“Security
      Trustee”
                          shall
      have the meaning ascribed thereto in the preamble;“SMC”
                          means
      the safety management certificate issued in respect of each Vessel in
      accordance with rule 13 of the ISM code;“Subsidiary(ies)”
                          means,
      with respect to any Person, any business entity of which more than 50% of
      the outstanding voting stock or other equity interest is owned directly or
      indirectly by such Person and/or one or more other Subsidiaries of such
      Person;“Swap
      Provider”
                          shall
      mean HSH or such other Lender as may enter into an Interest Rate
      Agreement;“Tangible
      Fixed Assets”
                          means,
      measured at the end  of an Accounting Period, the value (less
      depreciation computed in accordance with GAAP) on a consolidated basis of
      all tangible fixed assets of the Security Parties as stated in the then
      most recent accounting information delivered to the Administrative Agent
      hereunder;“Taxes”
                          means
      any present or future income or other taxes, levies, duties, charges,
      fees, deductions or withholdings of any nature now or hereafter imposed,
      levied, collected, withheld or assessed by any taxing authority
      whatsoever, except for taxes on or measured by the overall net income of
      each Lender imposed by its jurisdiction of incorporation
   14
  or
      applicable lending office, the United States of America, the State or City
      of New York or any governmental subdivision or taxing authority of any
      thereof or by any other taxing authority having jurisdiction over such
      Lender (unless such jurisdiction is asserted by reason of the activities
      of any of the Security Parties);“Total
      Assets”
                          means,
      measured at the end  of an Accounting Period, the aggregate of
      Current Assets and Tangible Fixed Assets as stated in the then most recent
      financial information delivered to the Administrative Agent
      hereunder;“Total
      Loss”
                          shall
      have the meaning ascribed thereto in the Mortgages;“Tranche(s)”
                          means
      any, all or any combination, as the context requires, of Tranche A,
      Tranche B and Tranche C;“Tranche
      A”
                          means
      the lesser of Thirty Five Million Seventy Eight Thousand Forty Seven
      Dollars ($35,078,047) and sixty-five percent (65%) of the Fair Market
      Value of the VOC GALLANT, to be made available to the Borrowers in one (1)
      Advance;“Tranche
      B”
                          means
      the lesser of Twenty Nine Million Six Hundred Seventy One Thousand Three
      Hundred Forty Three Dollars ($29,671,343) and sixty-five percent (65%) of
      the Fair Market Value of the SALMAS, to be made available to the Borrowers
      in one (1) Advance;“Tranche
      C”
                          means
      the lesser of Thirty Million Two Hundred Fifty Thousand Six Hundred Ten
      Dollars ($30,250,610) and sixty-five percent (65%) of the Fair Market
      Value of the OCEAN SPIRIT, to be made available to the Borrowers in one
      (1) Advance;“Underwriter”
                          shall
      have the meaning ascribed thereto in the preamble;“Vessel(s)”
                          each
      of the VOC GALLANT, SALMAS and OCEAN SPIRIT, registered or to be
      registered in the name of the relevant Borrower, as owner, as set forth in
      Schedule 2 hereto, but excluding any Vessel for which a mandatory
      prepayment is made pursuant to Section 5.3; and“VOC
      GALLANT”
                          means
      that certain Vessel to be owned by Jeke, the details of which are set
      forth on Schedule 2 hereto, to be delivered with a bareboat charter with
      Harren & Partner Schiffahrts GmbH & Co. KG, as charterer, with a
      maturity date






15


between
      May 1, 2009 and June 30, 2009 at a net rate of not less than $25,650 per
      day, such bareboat charter party agreement and charterer to be subject to
      the approval of the Mandated Lead Arranger.


1.2           Computation of Time Periods;
Other Definitional Provisions.  In this Credit Facility
Agreement, the Note and the Security Documents, in the computation of periods of
time from a specified date to a later specified date, the word “from” means
“from and including” and the words “to” and “until” each mean “to but
excluding”; words importing either gender include the other gender; references
to “writing” include printing, typing, lithography and other means of
reproducing words in a tangible visible form; the words “including,” “includes”
and “include” shall be deemed to be followed by the words “without limitation”;
references to articles, sections (or subdivisions of sections), exhibits,
annexes or schedules are to this Credit Facility Agreement, the Note or such
Security Document, as applicable; references to agreements and other contractual
instruments (including this Credit Facility Agreement, the Note and the Security
Documents) shall be deemed to include all subsequent amendments, amendments and
restatements, supplements, extensions, replacements and other modifications to
such instruments (without, however, limiting any prohibition on any such
amendments, extensions and other modifications by the terms of this Credit
Facility Agreement, the Note or any Security Document); references to any matter
that is “approved” or requires “approval” of a party shall mean approval given
in the sole and absolute discretion of such party unless otherwise
specified.




1.3           Accounting
Terms.  Unless otherwise specified herein, all accounting terms
used in this Credit Facility Agreement, the Note and in the Security Documents
shall be interpreted, and all financial statements and certificates and reports
as to financial matters required to be delivered to the Administrative Agent or
to the Lenders under this Credit Facility Agreement shall be prepared, in
accordance with generally accepted accounting principles for the United States
(“GAAP”) as
from time to time in effect.




1.4           Certain Matters Regarding
Materiality.  To the extent that any representation, warranty,
covenant or other undertaking of any of the Borrowers or the Guarantor in this
Credit Facility Agreement is qualified by reference to those which are not
reasonably expected to result in a “Material
Adverse Effect” or language of similar import, no inference shall be drawn
therefrom that any Agent or Lender has knowledge or approves of any
noncompliance by any of the Borrowers or the Guarantor with any governmental
rule.




1.5           Forms of
Documents.  Except as otherwise expressly provided in this
Credit Facility Agreement, references to documents or certificates
“substantially in the form” of Exhibits to another document shall mean that such
documents or certificates are duly completed in the form of the related Exhibits
with substantive changes subject to the provisions of Section 17.6 of this
Credit Facility Agreement, as the case may be, or the correlative provisions of
the Security Documents.




2.
            REPRESENTATIONS AND
      WARRANTIES




2.1           Representations and
Warranties.  In order to induce the Agents and the Lenders to
enter into this Credit Facility Agreement and to induce the Lenders to make the
Facility available, each of the Borrowers (and the Guarantor by its execution of
the Consent and Agreement annexed hereto)


16


hereby
represents and warrants to the Agents and the Lenders (which representations and
warranties shall survive the execution and delivery of this Credit Facility
Agreement and the Note and the drawdown of each Advance hereunder)
that:




(a)           Due Organization and
Power.  each Security Party is duly formed and is validly
existing in good standing under the laws of its jurisdiction of incorporation or
formation, has full power to carry on its business as now being conducted and to
enter into and perform its obligations under this Credit Facility Agreement, the
Note and the Security Documents to which it is a party, and has complied with
all statutory, regulatory and other requirements relative to such business and
such agreements;




(b)           Authorization and
Consents.  all necessary corporate action has been taken to
authorize, and all necessary consents and authorities have been obtained and
remain in full force and effect to permit, each Security Party to enter into and
perform its obligations under this Credit Facility Agreement, the Note and the
Security Documents, to which it is a party, and, in the case of the Borrowers,
to borrow, service and repay the Advances and, as of the date of this Credit
Facility Agreement, no further consents or authorities are necessary for the
service and repayment of the Advances or any part thereof;




(c)           Binding
Obligations.  this Credit Facility Agreement, the Note and the
Security Documents constitute or will, when executed and delivered, constitute
the legal, valid and binding obligations of each Security Party as is a party
thereto enforceable against such Security Party in accordance with their
respective terms, except to the extent that such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting generally the enforcement of creditors' rights;




(d)           No
Violation.  the execution and delivery of, and the performance
of the provisions of, this Credit Facility Agreement, the Note and those of the
Security Documents to which it is to be a party by each Security Party do not
contravene any applicable law or regulation existing at any date this
representation is given or any contractual restriction binding on such Security
Party or the certificate of incorporation or by-laws (or equivalent instruments)
thereof and that the
proceeds of the Advances shall be used by the Borrowers exclusively for their
own account or for the account of a Subsidiary or Affiliate of the
Borrowers;




(e)           Filings; Stamp
Taxes.  other than the recording of the Mortgages with the
appropriate authorities for the flag state of the Vessel to which such Mortgage
relates, and the filing of UCC Financing Statements in the District of Columbia
in respect of the Assignments, and the payment and filing or recording fees
consequent thereto, it is not necessary for the legality, validity,
enforceability or admissibility into evidence of this Credit Facility Agreement,
the Note or the Security Documents that any of them or any document relating
thereto be registered, filed, recorded or enrolled with any court or authority
in any relevant jurisdiction or that any stamp, registration or similar Taxes be
paid on or in relation to this Agreement, the Note or any of the Security
Documents;




(f)           Litigation.  except
as has been publicly disclosed by the Guarantor, no action, suit or proceeding
is pending or threatened against the Guarantor or any Subsidiary before any




17






(g)           No
Default.  neither the Borrowers, the Guarantor nor any of their
Subsidiaries is in default under any material agreement by which it is bound, or
is in default in respect of any financial commitment or obligation;




(h)           Vessels.  upon
the date of the making of each Advance, each of the Vessels :




(i)
            will
      be in the sole and absolute ownership of the respective Borrower as set
      forth in Schedule 2 and duly registered in such Borrower's name under
      the flag of a Permitted Jurisdiction, unencumbered, save and except for
      the Mortgage recorded against it and as permitted
  thereby;




(ii)
            will
      be classed in the highest classification and rating for vessels of the
      same age and type with the respective Classification Society as set forth
      in Schedule 2 without any outstanding recommendations affecting class
      and without any qualifications;




(iii)
            will
      be operationally seaworthy and in every way fit for its intended service;
      and




(iv)
            will
      be insured in accordance with the provisions of the Mortgage recorded
      against it and the requirements thereof in respect of such insurances will
      have been complied with;




(i)           Insurance.  each
of the Security Parties has insured its properties and assets against such risks
and in such amounts as are customary for companies engaged in similar
businesses;




(j)           Financial
Information.  on or prior to the date hereof, all financial
statements, information and other data furnished by the Guarantor to the
Administrative Agent are complete and
correct, such financial statements have been prepared in accordance with GAAP
and accurately and fairly present the financial condition of the parties covered
thereby as of the respective dates thereof and the results of the operations
thereof for the period or respective periods covered by such financial
statements, and, since the date of the Guarantor’s financial statements most
recently delivered to the Administrative Agent, there has been no Material
Adverse Effect as to any of such parties and none thereof has any contingent
obligations, liabilities for taxes or other outstanding financial obligations,
except as disclosed in such statements, information and data;




(k)           Tax
Returns.  the Guarantor and each of its Subsidiaries have filed
all tax returns required to be filed by them and have paid all taxes payable by
them which have become due, other than those not yet delinquent and except for
those taxes being contested in good faith and by appropriate proceedings or
other acts and for which adequate reserves shall have been set aside on its
books;




(l)           Chief Executive
Office.  the chief executive office of the Security Parties and
chief place of business and the office in which the records relating to the
earnings and other




18






(m)           Foreign Trade Control
Regulations.  none of the transactions contemplated herein will
violate the provisions of any statute or regulation enacted to prohibit or limit
economic transactions with foreign Persons including, without limitation, the
Foreign Assets Control Regulations of the United States of America
(Title 31, Code of Federal Regulations, Chapter V, Part 500, as
amended), any of the provisions of the Cuban Assets Control Regulations of the
United States of America (Title 31, Code of Federal Regulations,
Chapter V, Part 515, as amended), any of the provisions of the Iranian
Transaction Regulations of the United States of America (Title 31, Code of
Federal Regulations, Chapter V, Part 560, as amended) or any of the provisions
of the Regulations of the United States of America Governing Transactions in
Foreign Shipping of Merchandise (Title 31, Code of Federal Regulations,
Chapter V, Part 505, as amended).  ;




(n)           Equity
Ownership.  each of the Borrowers is a wholly owned subsidiary
of the Guarantor;




(o)           Environmental Matters and
Claims.  (a) except as heretofore disclosed in writing to
the Administrative Agent and the Lenders (i) the Guarantor, each of its
Subsidiaries and their Affiliates will be in compliance with all applicable
United States federal and state, local, foreign and international laws,
regulations, conventions and agreements relating to pollution prevention or
protection of human health or the environment (including, without limitation,
ambient air, surface water, ground water, navigable waters, waters
of  the contiguous zone, ocean waters and international waters),
including, without limitation, laws, regulations, conventions and agreements
relating to (1) emissions, discharges, releases or threatened releases of
chemicals, pollutants, contaminants, wastes, toxic substances, hazardous
materials, oil, hazardous substances, petroleum and petroleum products and
by-products (“Materials of Environmental Concern”), or (2) the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of Materials of Environmental Concern (“Environmental Laws”);
(ii) the Guarantor, each of its Subsidiaries and their Affiliates will have
all permits, licenses, approvals, rulings, variances, exemptions,
clearances, consents or other authorizations required under applicable
Environmental Laws (“Environmental Approvals”) and will, when required, be in
compliance with all Environmental Approvals required to operate their business
as then being conducted; (iii) none of the Guarantor, any Subsidiary
(including, for the avoidance of doubt, the Borrowers) nor any Affiliate thereof
has received any notice of any claim, action, cause of action, investigation or
demand by any person, entity, enterprise or government, or any political
subdivision, intergovernmental body or agency, department or instrumentality
thereof, alleging potential liability for, or a requirement to incur, material
investigator costs, cleanup costs, response and/or remedial costs (whether
incurred by a governmental entity or otherwise), natural resources damages,
property damages, personal injuries, attorneys' fees and expenses, or fines or
penalties, in each case arising out of, based on or resulting from (1) the
presence, or release or threat of release into the environment, of any Materials
of Environmental Concern at any location, whether or not owned by such person,
or (2) circumstances forming the basis of any violation, or alleged
violation, of any Environmental Law or Environmental Approval (“Environmental
Claim”) (other than Environmental Claims that have been fully and finally
adjudicated or otherwise determined and all fines, penalties and other costs, if
any, payable by the Security Parties in respect thereof have been paid in full
or which are fully covered by insurance (including permitted deductibles)); and




19






(p)           Compliance with ISM Code,
the ISPS Code, the MTSA and Annex VI.  each Vessel complies and
each Operator complies with the requirements of the ISM Code, the ISPS Code, the
MTSA and Annex VI including (but not limited to) the maintenance and renewal of
valid certificates pursuant thereto;




(q)           No Threatened Withdrawal of
DOC, ISSC, SMC or IAPPC.  there is no actual or, to the best of
each Security Parties’ knowledge, threatened withdrawal of any Operator’s DOC or
any Vessel’s ISSC or SMC or other certification or documentation related to the
ISM Code, Annex VI or otherwise required for the operation of such vessels in
respect of any of the Vessels;




(r)           Liens.  other
than as permitted hereby, there are no liens of any kind on any property owned
by the Guarantor or any Subsidiary of the Guarantor other than liens occurring
in the ordinary course of business and paid in a timely manner;




(s)           Financial
Indebtedness.  neither the Borrowers nor the Guarantor has, on
the date hereof, Financial Indebtedness  other than as set out on
Schedule 3 hereto;




(t)           No Proceedings to
Dissolve.  there are no proceedings or actions pending or
contemplated by any Security Party, or, contemplated by any third party, to
dissolve or terminate any Security Party;




(u)           Solvency.  in
the case of each of the Security Parties, (a) the sum of its assets, at a fair
valuation, does and will exceed its liabilities, including, to the extent they
are reportable as such in accordance with GAAP, contingent liabilities, (b) the
present fair market salable value of its assets is not and shall not be less
than the amount that will be required to pay its probable liability on its then
existing debts, including, to the extent they are reportable as such in
accordance with GAAP, contingent liabilities, as they mature, (c) it does not
and will not have unreasonably small working capital with which to continue its
business and (d) it has not incurred, does not intend to incur and does not
believe it will incur, debts beyond its ability to pay such debts as they
mature;




(v)           Pari Passu
Ranking.  each of the Security Parties’ obligations under this
Credit Facility Agreement, the Note and the Security Documents rank at least
pari passu with all its
other present and future unsecured and unsubordinated payment obligations,
except for obligations mandatorily preferred by law applying to companies
generally;




(w)           Taxes on
Payments.  all amounts payable by each of the Security Parties
to the Administrative Agent under this Facility Agreement and the Security
Documents may be made without any deduction for Taxes;






20




(x)           Jurisdiction/Governing
Law.  (a) the irrevocable submission by each of the Borrowers
under this Credit Facility Agreement to the jurisdiction of the courts of the
State of New York and the United States District Court for the Southern District
of New York, agreement that this Credit Facility is governed by New York law,
and agreement not to claim any immunity to which it or its assets may be
entitled are legal, valid and binding under the laws of its jurisdiction of
incorporation; and (b) any judgment obtained in the courts of the State of New
York and the United States District Court for the Southern District of New York
will be recognized and enforceable by the courts of its jurisdiction of
incorporation, subject to any statutory or other conditions of such
jurisdiction;




(y)           Charters.  none
of the Borrowers has received prepayments of hire for a duration of longer than
one month;




(z)           Compliance with
Laws.  each of the Security Parties is in compliance with all
applicable laws except where the failure to comply would not alone or in the
aggregate result in a Material Adverse Effect; and




(aa)           Survival.  all
representations, covenants and warranties made herein and in any certificate or
other document delivered pursuant hereto or in connection herewith shall survive
the making of the Advances and the issuance of the Note.




3.
            THE
      ADVANCES




3.1                           (a)   
       Purposes.  The
Lenders shall make the Advances available to the Borrowers for the purpose of
financing the acquisition of the Vessels.




(b)           Making of the
Advances.




(i)
              Each
      of the Lenders, relying upon each of the representations and warranties
      set out in Section 2, hereby severally and not jointly agrees with
      the Borrowers that, subject to and upon the terms of this Credit Facility
      Agreement, it will, not later than 11:00 A.M. (New York City time) on the
      Drawdown Date of Advance in respect of each Tranche (except as provided in
      subsection (ii) of this Section), make its portion of the relevant
      Advance, in Federal or other funds immediately available in New York City,
      to the Administrative Agent at its address and to such account as set
      forth on Schedule 1 or to such account of the Administrative Agent most
      recently designated by it for such purpose by notice to the
      Lenders.  Unless the Administrative Agent determines that any
      applicable condition specified in Section 4.1, 4.2, 4.3 or 4.4 has not
      been satisfied, the Administrative Agent will make the funds so received
      from the Lenders available to the Borrowers at the aforesaid address,
      subject to the receipt of the funds by the Administrative Agent as
      provided in the immediately preceding sentence, not later than 10:00A.M.
      (New York City time) on the date of such Advance, and in any event as soon
      as practicable after receipt. All Advances, subject to the other terms and
      conditions hereof, shall   21
 be
      in a minimum amount of One Million Dollars ($1,000,000) and in multiples
      of Two Hundred Fifty Thousand Dollars ($250,000). The Facility and each
      Tranche hereunder shall be repayable as provided in Section
      5.  The Lenders’ obligation to make any Advance in respect of
      any Tranche hereunder shall terminate if the Vessel to which such Tranche
      relates is not delivered to the Borrowers by the Commitment Termination
      Date.(ii)
              Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the Drawdown Date of any Advance that such Lender will not make available
      to the Administrative Agent such Lender’s share of such Advance, the
      Administrative Agent may assume that such Lender has made such share
      available to the Administrative Agent on the date of such Advance in
      accordance with this Section 3.1 and the Administrative Agent may, in
      reliance upon such assumption, make available to the Borrowers on such
      date a corresponding amount.  If and to the extent that such
      Lender shall not have so made such share available to the Administrative
      Agent, such Lender and the Borrowers (but without duplication and not if
      such Lender is an affiliate of the Administrative Agent) severally agree
      to repay to the Administrative Agent forthwith on demand such
      corresponding amount together with interest thereon, for each day from the
      date such amount is made available to the Borrowers until the date such
      amount is repaid to the Administrative Agent, at (i) in the case of
      the Borrowers, a rate per annum equal to the higher of (y) the LIBOR rate
      for overnight or weekend deposits plus the Margin and (z) the interest
      rate applicable thereto pursuant to Section 6.1 and (ii) in the
      case of such Lender, the LIBOR rate for overnight or weekend
      deposits.  If such Lender shall repay to the Administrative
      Agent such corresponding amount, such amount so repaid shall constitute
      such Lender’s Advance included in such Advance for purposes of this Credit
      Facility Agreement as of the date such Advance was
      made.  Nothing in this subsection (b)(ii) shall be deemed
      to relieve any Lender of its obligation to make Advances to the extent
      provided in this Credit Facility Agreement.  In the event that
      the Borrowers are required to repay an Advance to the Administrative Agent
      pursuant to this Section 3.1(b)(ii), as between the Borrowers and the
      defaulting Lender, the liability for any breakfunding costs as described
      in Section 4.4 shall be borne by the defaulting Lender.  If the
      defaulting Lender has not paid any such breakage costs upon demand by the
      Administrative Agent therefor, the Borrowers shall pay such breakage costs
      upon demand by the Administrative Agent and the Borrowers shall be
      entitled to recover any such payment for breakfunding costs made by the
      Borrowers from the defaulting
Lender.




22







3.2           Drawdown
Notice.  The Borrowers shall, at least three (3) Banking
Days before a Drawdown Date, serve a notice (a “Drawdown Notice”), substantially
in the form of Exhibit I, on the Administrative Agent, which notice shall
(a) be in writing addressed to the Administrative Agent, (b) be
effective on receipt by the Administrative Agent, (c) specify the amount of
such Advance to be drawn, (d)  specify the Banking Day on which such
Advance is to be drawn and, subject to the terms of Section 6.3 hereof, the
Interest Period, (e) specify the disbursement instructions and (f) be
irrevocable.  The Administrative Agent shall deliver the Drawdown
Notice to Lenders as soon as practicable after its receipt thereof.




3.3           Effect of Drawdown
Notice.  Such Drawdown Notice shall be deemed to constitute a
warranty by the Borrowers (a) that the representations and warranties
stated in Section 2 (updated mutatis mutandis) are true
and correct on and as of the date of such Drawdown Notice and will be true and
correct on and as of the relevant Drawdown Date as if made on such date, and
(b) that no Event of Default nor any event which with the giving of notice
or lapse of time or both would constitute an Event of Default has occurred and
is continuing.




3.4           Notation of
Advances.  Each Advance made by the Lenders to the Borrowers
may be evidenced by a notation of the same made by the Administrative Agent on
the grid attached to the Note, which notation, absent manifest error, shall be
prima facie evidence of
the amount of the relevant Advance.




4.
            CONDITIONS




4.1           Conditions Precedent to the
Effectiveness of this Credit Facility Agreement.  The
obligation of the Lenders to make the Initial Advance available to the Borrowers
under this Credit Facility Agreement shall be expressly subject to the following
conditions precedent:




(a)           Corporate
Authority.  the Administrative Agent shall have received the
following documents in form and substance satisfactory to the Administrative
Agent:




(i)
            copies, certified as
      true and complete by an officer of each of the Borrowers, of the
      resolutions of their respective board of directors evidencing approval of
      this Credit Facility Agreement, the Note and those Security Documents to
      which it is to be a party and authorizing an appropriate officer or
      officers or attorney-in-fact or attorneys-in fact to
      execute the same on its behalf, or other evidence of such approvals and
      authorizations;




(ii)
            copies,
      certified as true and complete by an officer of the Guarantor, of the
      resolutions of the board of directors evidencing approval of this Credit
      Facility, the Guaranty and those Security Documents to which it is to be a
      party and authorizing an appropriate officer or officers or
      attorney-in-fact or attorneys-in-fact to execute the same on its behalf,
      or other evidence of such approvals and
  authorizations;




(iii)
            copies,
      certified as true and complete by an officer of each Security Party, of
      all documents evidencing any other necessary action






23




(including
      actions by such parties thereto other than the Security Parties as may be
      required by the Administrative Agent), approvals or consents with respect
      to this Credit Facility Agreement, the Note and the Security
      Documents;(iv)
              copies,
      certified as true and complete by an officer of each Security Party, of
      the certificate of incorporation and by-laws, certificate of formation and
      operating agreement, or equivalent instruments
  thereof;




(v)
            certificate
      of an authorized officer of the Guarantor certifying that it legally and
      beneficially owns, directly or indirectly, all of the issued and
      outstanding capital stock, or limited liability company membership
      interests, as the case may be, of each of the Borrowers and that such
      capital stock or membership interests are free and clear of any liens,
      claims, pledges or other encumbrances whatsoever and have been paid in
      full; and




(vi)
            certificates
      of the jurisdiction of incorporation or formation, as the case may be, of
      each Security Party as to the good standing
  thereof;




(b)           The Credit Facility
Agreement and the Note.  each of the Borrowers shall have duly
executed and delivered to the Administrative Agent this Credit Facility
Agreement, the Note, its respective Account Pledge and the Account Pledge
relating to the Debt Service Reserve Account;




(c)           Guarantor
Documents.  the Guarantor shall have duly executed and
delivered the Guaranty, the Consent and Agreement hereto and its respective
Account Pledge.




(d)           Solvency.  the
Administrative Agent shall have received a certificate of an officer of the
Guarantor confirming the representations and warranties with respect to solvency
set forth in the Guaranty and containing conclusions as to the solvency of each
of the Security Parties;




(e)           Approved Manager
Documents.  each Approved Manager shall have duly executed and
delivered the Approved Manager’s Undertaking relating to the Vessels to the
Administrative Agent;




(f)           Environmental
Claims.  the Administrative Agent shall be satisfied that none
of the Security Parties nor any of their Subsidiaries or their Affiliates is
subject to any Environmental Claim;




(g)           Fees.  the
Administrative Agent shall have received payment in full of all fees and
expenses then due to the Agents and/or the Lenders under
Section 13;




(h)           Accounts.  (i)
each of the Borrowers shall have established an earnings account into which such
Borrower shall have agreed that Assigned Moneys are to be paid (the “Earnings
Accounts”) with the Administrative Agent and each of the Borrowers shall have
pledged its interest in such account to the Finance Parties pursuant to an
Account Pledge, and each of the Borrowers shall have agreed that all Assigned
Moneys be paid into the Earnings Account(s), (ii) the


24


Borrowers
shall have established a debt service reserve account (the “Debt Service Reserve
Account”) into which the Borrowers shall make a deposit of $750,000 per Vessel
(each a “Debt Service Deposit”), each Debt Service Deposit to be made prior to
the Drawdown Date of the Tranche relating to the respective Vessel and to be
maintained in the Debt Service Reserve Account until the last payment of the
relevant Tranche and (iii) the Borrowers shall have established a retention
account with the Administrative Agent which, on each Retention Date, amounts
equal to the Retention Amount shall be transferred each month from the Earnings
Accounts or other accounts of each of the Borrowers (the “Retention Account) and
each of the Borrowers shall have pledged its interest in such Retention Account
to the Finance Parties pursuant to an Account Pledge;




(i)           Compliance
Certificate.  the Administrative Agent having received a
Compliance Certificate with respect to the most recently ended fiscal quarter;




(j)           Vessel Appraisal and
Inspection.  the Administrative Agent having received (i) two
(three if the first two received differ by more than fifteen percent) recent
(not older than six weeks) independently appraised valuations evidencing the
Fair Market Value of the relevant Vessel(s), to be provided at the expense of
the Borrowers, and (ii) inspection reports acceptable to the Administrative
Agent by a surveyor appointed by the Administrative Agent at the Borrowers’
expense, of the physical inspection of each of the Vessels, provided, however,
that the Administrative Agent may waive this requirement and reserve the right
to have the relevant Vessel(s) inspected after the relevant Advance, if the
Borrowers deliver to the Administrative Agent, prior to the relevant Advance,
its in-house survey report of the relevant Vessel(s) in form and substance
satisfactory to the Administrative Agent, however, all surveys must be done
without undue interference with the operation of the Vessel(s);




(k)           Money Laundering Due
Diligence.  the Administrative Agent having received such
documentation and other evidence as is reasonably requested by the
Administrative Agent in order for each of the Lenders to carry out and be
satisfied with the results of all necessary “know your client” or other checks
which is required to carry out in relation to the transactions contemplated by
this Credit Facility Agreement, the Notes and the Security
Documents;




(l)           Legal
Opinions.  the Administrative Agent, on behalf of the Agents
and the Lenders, shall have received legal opinions addressed to the
Administrative Agent from (i) G.C. Economou & Associates, counsel for the
Security Parties in respect of, inter alia, no material litigation
or breach of contract by the Security Parties and no filings are required in
Greece and (ii) Seward & Kissel LLP, special United States, New
York, Liberian and Marshall Islands counsel to the Agents and Lenders in respect
of inter alia, the corporate
authority of the Security Parties and the enforceability of this Agreement, the
Notes and the relevant Security Documents, in each case in such form as the
Administrative Agent may require, as well as such other legal opinions as the
Administrative Agent shall have required as to all or any matters under the laws
of the United States of America, the State of New York, the Republic of Greece,
the Republic of Liberia and the Republic of the Marshall Islands covering the
representations and conditions which are the subjects of Section 2 and this
Section 4; and




(m)           Know Your Customer
Requirements.  the Administrative Agent shall have received
documentation to its satisfaction in connection with its know your customer
requirements, including but not limited to:






25




(i)
            completed
      bank account opening mandates with telephone and fax indemnities to
      include the list of the Borrowers’ authorized signatories and specimens of
      their signatures;




(ii)
            certified
      list of directors, including titles, business and residential addresses
      and dates of birth;




(iii)
            certified
      true copy of photo identification (i.e. passport or driving license) and
      evidence of residential address (i.e. utility bill or bank statement) for
      all authorized signatories;




(iv)
            certificate
      of ultimate beneficial ownership, certified by the respective secretary of
      such entity, from the Borrowers with respect to each other Security Party;
      and


(v)
              non-resident
      declaration forms.


4.2           Conditions Precedent re
Delivery Advances.  The obligation of the Lenders to make each
Advance in respect of a Tranche available to the Borrowers under this Agreement
shall be expressly and separately subject to the following further conditions
precedent on the relevant Drawdown Date:




(a)           The
Vessels.  the Administrative Agent shall have received evidence
satisfactory to it that the relevant Vessel:




(i)
            has
      been delivered to the relevant Borrower and that the relevant Borrower has
      paid its equity portion of the purchase price of the Vessel to the sellers
      of the Vessel;




(ii)
            is
      in the sole and absolute ownership of the relevant Borrower and duly
      registered in such Borrower’s name under the flag of a Permitted
      Jurisdiction, respectively, unencumbered, save and except for the
      Mortgage, recorded against it and as otherwise permitted
      thereby;




(iii)
            is
      classed in the highest classification and rating for vessels of the same
      age and type with the respective Classification Society as set forth in
      Schedule 2 without any material outstanding
    recommendations;




(iv)
            is
      operationally seaworthy and in every way fit for its intended service;
      and




(v)
            is
      insured in accordance with the provisions of the Mortgage recorded against
      it and the requirements thereof in respect of such insurance have been
      complied with;




(b)           Vessel
Documents.  Upon the delivery of its respective Vessel, each
Borrower shall have duly executed and delivered to the Administrative Agent:






26




(i)
            the
      Mortgage over its Vessel;




(ii)
            an
      Insurances Assignment with respect to its
  Vessel;




(iii)
            an
      Earnings Assignment with respect to its
Vessel;




(iv)
            the
      Assignment Notices with respect to the above-indicated Insurances
      Assignments and Earnings Assignments;
and




(v)
            Uniform
      Commercial Code Financing Statements for filing with the District of
      Columbia and in such other jurisdictions as the Administrative Agent may
      reasonably require;




(c)           Additional
Documents.  Upon the delivery of its respective Vessel, each
Borrower shall, where applicable, deliver each of the following documents to the
Administrative Agent:




(i)
            a
      management agreement with an Approved
Manager;




(ii)
            any
      Charter Party Agreement entered into in respect of the
    Vessel;




(iii)
            the
      memorandum of agreement entered into in respect of the
    Vessel;




(iv)
            a
      copy of the bill of sale for the
Vessel;




(v)
            a
      copy of the protocol of delivery for the Vessel;
  and




(vi)
            a
      transcript of registry and a certificate of ownership and encumbrance
      indicating the Vessel’s registration in the name of such Borrower free and
      clear of all registered encumbrances other than the Mortgage
      thereon;






(d)  Vessel
Liens.  the Administrative Agent shall have received evidence
satisfactory to it and to its legal advisor that, save for the liens created by
the Mortgage and the Assignments relating to such Vessel, there are no liens,
charges or encumbrances of any kind whatsoever on such Vessel or on its earnings
except as permitted hereby or by any of the Security Documents;




(e)           ISM
DOC.  the Administrative Agent shall have received a copy of
the DOC for the Vessel to which such Delivery Advance relates;




(f)           Process
Agent.  the Administrative Agent shall have received evidence
that each of the Security Parties have appointed CT Corporation System, having
an address at 111 Eighth Avenue, New York, NY 10011, as its true and lawful
attorney-in-fact and duly authorized agent for the limited purpose of accepting
service of legal process and that each Security Party has agreed that service of
process upon such party shall constitute personal service of such process upon
such Security Party.  Each of the Security Parties shall have agreed
that such appointment shall be maintained for the duration of this Credit
Facility Agreement and that if such agent shall cease to




27






(g)           Legal
Opinions.  the Administrative Agent, on behalf of the Agents
and the Lenders, shall have received legal opinions addressed to the
Administrative Agent from (i) G.C. Economou & Associates, counsel for the
Security Parties in respect of, inter alia, no material
litigation or breach of contract by the Security Parties and no filings are
required in Greece, and (ii) Seward & Kissel LLP, special United States, New
York, Liberian and Marshall Islands counsel to the Agents and Lenders in respect
of, inter alia, the corporate
authority of the relevant Borrower and the enforceability of the relevant
Security Documents, in each case in such form as the Administrative Agent may
require, as well as such other legal opinions as the Administrative Agent shall
have required as to all or any matters under the laws of the United States of
America, the Republic of Greece, the State of New York, the Republic of Liberia
and the Republic of the Marshall Islands or any other relevant Permitted
Jurisdiction covering the representations and conditions which are the subjects
of Sections 2 and this Section 4.2.




4.3           Further Conditions
Precedent.  The obligation of the Lenders to make any Advance
available to the Borrower under this Credit Facility Agreement shall be
expressly and separately subject to the following further conditions precedent
on the relevant Drawdown Date:




(a)           Drawdown
Notice.  the Administrative Agent having received a Drawdown
Notice in accordance with the terms of Section 3.2;




(b)           Representations and
Warranties.  the representations stated in
Section 2  (updated mutatis mutandis to such date) being true and
correct as if made on and as of that date;




(c)           No Event of
Default.  no Event of Default having occurred and being
continuing and no event having occurred and being continuing which, with the
giving of notice or lapse of time, or both, would constitute an Event of
Default;




(d)           No Change in
Laws.  the Administrative Agent being satisfied that no change
in any applicable laws, regulations, rules or in the interpretation thereof
shall have occurred which make it unlawful for any Security Party to make any
payment as required under the terms of this Credit Facility Agreement, the Note,
the Security Documents or any of them; and




(e)           No Material Adverse
Effect.  there having been no Material Adverse Effect since the
date hereof.




4.4           Breakfunding
Costs.  In the event that, on the date specified for the making
of an Advance in any Drawdown Notice, the Lenders shall not be obliged under
this Credit Facility Agreement to make such Advance available, the Borrowers
shall indemnify and hold the Lenders fully harmless against any losses which the
Lenders (or any thereof) may sustain as a result of borrowing or agreeing to
borrow funds to meet the drawdown requirement of such Drawdown Notice and the
certificate of the relevant Lender or Lenders shall, absent manifest error, be
conclusive and binding on the Borrowers as to the extent of any such
losses.






28




4.5           Satisfaction after
Drawdown.  Without prejudice to any of the other terms and
conditions of this Credit Facility Agreement, in the event the Lenders, in their
sole discretion, make any Advance prior to the satisfaction of all or any of the
conditions referred to in Sections 4.1, 4.2 or 4.3, each of the Borrowers
hereby covenants and undertakes to satisfy or procure the satisfaction of such
condition or conditions within fourteen (14) days after the relevant
Drawdown Date (or such longer period as the Lenders, in their sole discretion,
may agree).




5.
            REPAYMENT AND
      PREPAYMENT




5.1           Repayment.  Subject
to the provisions of this Section 5 regarding prepayments and the
application thereof, the Borrowers shall, on the Payment Dates, repay the
principal amount of that portion of the Facility attributable to:




(a)           Tranche
A in twenty-eight (28) consecutive installments payable quarterly in arrears
commencing on the date occurring three (3) months after the Delivery Date of the
VOC GALLANT.  The amount of each of the installments shall be as
follows: (i) installments one through four shall each be in the amount of One
Million Six Hundred Thousand Dollars ($1,600,000); (ii) installments five
through eight shall each be in the amount of Eight Hundred Fifty Thousand
Dollars ($850,000); (iii) installments nine through twenty-eight shall each be
in the amount of Five Hundred Thousand Dollars ($500,000); and (iv) a balloon
payment of Fifteen Million Two Hundred Seventy Eight Thousand Forty Seven
Dollars ($15,278,047), or such other amount as remains outstanding, shall be
payable together with the twenty-eighth installment.  The amount of
each installment shall be reduced pro rata in the event less than the maximum
amount of Tranche A is drawn down;




(b)           Tranche
B in twenty-eight (28) consecutive installments payable quarterly in arrears
commencing on the date occurring three (3) months after the Delivery Date of the
SALMAS.  The amount of each of the installments shall be as follows:
(i) installments one through eight shall each be in the amount of One Million
Five Hundred Seventy Five Thousand Dollars ($1,575,000); (ii) installments nine
through twenty-eight shall each be in the amount of Seven Hundred
Fifty Thousand Dollars ($750,000); and (iii) a balloon payment of Two Million
Seventy One Thousand Three Hundred Forty Three Dollars ($2,071,343), or such
other amount as remains outstanding, shall be payable together with the
twenty-eighth installment.  The amount of each installment shall be
reduced pro rata in the event less than the maximum amount of Tranche B is drawn
down; and




(c)           Tranche
C in twenty-eight (28) consecutive installments payable quarterly in arrears
commencing on the date occurring three (3) months after the Delivery Date of the
OCEAN SPIRIT.  The amount of each of the installments shall be as
follows: (i) installments one through four shall each be in the amount of Nine
Hundred Sixty-Two Thousand Five Hundred Dollars ($962,500); (ii) installments
five through twenty-eight shall each be in the amount of Five Hundred Thirty
Seven Thousand Five Hundred Dollars ($537,500); and (iii) a balloon payment of
Thirteen Million Five Hundred Thousand Six Hundred Ten Dollars ($13,500,610), or
such other amount as remains outstanding, shall be payable together with the
twenty-eighth installment.  The amount of each installment shall be
reduced pro rata in the event less than the maximum amount of Tranche C is drawn
down;.






29




5.2           Voluntary Prepayment; No
Re-Borrowing.  The Borrowers may prepay, upon ten (10) Banking
Days written notice, any outstanding Advance or any portion thereof, without
penalty, provided that if such prepayment is made on a day other than the last
day of the Interest Period of such Advance such prepayment shall be made
together with the costs and expenses provided for in Section
5.4.  Each prepayment shall be in a minimum amount of One Million
Dollars ($1,000,000) plus any One Million Dollar ($1,000,000) multiple thereof
or the full amount of the then outstanding Tranches.  Prepayments
shall be applied to the remaining payments on a pro-rata basis and will not be
available for re-borrowing.




5.3           Mandatory
Prepayment.




(a)           Sale or Loss of
Vessel.  On (i) any sale of a Vessel or (ii) the earlier of (x)
one hundred eighty (180) days after the Total Loss of a Vessel or (y) the date
on which the insurance proceeds in respect of such loss are received by the
Borrowers or the Security Trustee as assignee thereof or (iii) any of the
Borrowers is released from its obligations hereunder, the Borrowers shall prepay
the Facility and/or any commitment of the Lenders under the Facility will be
reduced in an amount equal to the greater of (i) any amounts outstanding under
the Facility associated with such Vessel and (ii) the amount required to ensure
that the Hull Cover Ratio in relation to the remaining Vessels is not less than
the Required Percentage.   Any prepayment under this Section 5.3
shall be applied towards the remaining scheduled installments in inverse order
of maturity.




(b)           Guarantor Share
Offering.  Following one or more controlled share offerings or
marketed offerings in which the Guarantor has raised an aggregate minimum of
Twenty Five Million Dollars ($25,000,000), the Borrowers shall prepay the
Facility once in an amount equal to Five Million Dollars ($5,000,000), such
prepayment to be made from the offering proceeds within [thirty (30)] days after
the completion of the offering in which (combined with any previous offerings)
the aggregate minimum of Twenty Five Million Dollars ($25,000,000) is
raised.  Such prepayment is to be applied against the balloon
installments of each outstanding Tranche on a pro rata
basis.  Within [five (5)] days after the completion of the offering in
which the Twenty Five Million Dollar ($25,000,000) threshold is met, the
Guarantor shall provide the Administrative Agent with written notice of its
intention to make a prepayment under this Section 5.3(b).




5.4           Interest and Costs with
Prepayments/Application of Prepayments.  Any prepayment of the
Advances made hereunder (including, without limitation, those made pursuant to
Sections 5 and 9.4) shall be subject to the condition that on the date of
prepayment all accrued interest to the date of such prepayment shall be paid in
full with respect to the Advances or portions thereof being prepaid, together
with any and all costs or expenses incurred by any Lender in connection with any
breaking of funding (as certified by such Lender, which certification shall,
absent any manifest error, be conclusive and binding on the
Borrowers).




6.
            INTEREST AND
      RATE




6.1           Applicable
Rate.  Each Advance shall bear interest at the Applicable Rate,
which shall be defined as the rate per annum which is equal to the aggregate of
(a) LIBOR for the relevant Interest Period, plus (b) Mandatory Costs,
plus (c) the Margin.  The Applicable Rate shall be determined by the
Administrative Agent two (2) Banking Days prior to the first (1st) day of the
relevant Interest






30






6.2           Default
Rate.  Any amounts due under this Credit Facility Agreement,
not paid when due, whether by acceleration or otherwise, shall bear interest
thereafter from the due date thereof until the date of payment at a rate per
annum equal to (i) the Applicable Rate, plus two percent (2%) per annum
(the “Default Rate”).  In addition, following the occurrence of any
Event of Default  and until such Event of Default is cured to the
satisfaction of the Majority Lenders, the Facility shall bear interest at the
Default Rate.




6.3           Interest
Periods.  The Borrowers shall give the Administrative Agent an
Interest Notice specifying the Interest Period selected for the next subsequent
Interest Period at least three (3) Banking Days prior to the end of any
then existing Interest Period, which notice the Administrative Agent agrees to
forward on to all Lenders on a same day basis or as soon as
practicable.  If at the end of any then existing Interest Period the
Borrowers fail to give an Interest Notice, the relevant Interest Period shall be
three (3) months.  The Borrowers’ right to select an Interest
Period shall be subject to the restriction that no selection of an Interest
Period shall be effective unless each Lender is satisfied that the necessary
funds will be available to such Lender for such period and that no Event of
Default or event which, with the giving of notice or lapse of time, or both,
would constitute an Event of Default shall have occurred and be continuing, in
which case the Interest Period shall be determined by the Administrative Agent
in its sole discretion.  Interest Periods for each Tranche hereunder
shall be consolidated as soon as practicable, but in no event later than thirty
(30) days after the delivery of the Vessel to which such Tranche
relates.  The Borrowers shall reimburse the Lenders for any and all
costs or expenses incurred by the Lenders in connection with any breaking of
funding (as certified by each Lender, which certification, absent manifest
error, shall be conclusive and binding on the Borrowers) as a consequence of
such consolidation.


6.4           Interest
Payments.  Accrued interest on the Facility shall be payable in
arrears on the last day of each Interest Period, except that if the Borrowers
shall select an Interest Period in excess of three (3) months, accrued interest
shall be payable during such Interest Period on each three (3) month anniversary
of the commencement of such Interest Period and upon the end of such Interest
Period (each an “Interest Payment Date”).




7.
            PAYMENTS




7.1           Place of Payments, No Set
Off.  All payments to be made hereunder by the Borrowers shall
be made to the Administrative Agent, not later than 10 a.m. New York time (any
payment received after 10 a.m. New York time shall be deemed to have been paid
on the next Banking Day) on the due date of such payment, at its office located
at Gerhart-Hauptmann-Platz 50, 20095 Hamburg, Germany, or to such other office
of the Administrative Agent as the Administrative Agent may direct, without
set-off or counterclaim and free from, clear of, and without deduction or
withholding for, any Taxes, provided, however, that if the Borrowers shall at
any time be compelled by law to withhold or deduct any Taxes from any amounts
payable to the Lenders hereunder, then the Borrowers shall pay such additional
amounts in Dollars as may be necessary in order that the net amounts received
after withholding or deduction shall equal the amounts which would have been
received if such withholding or deduction were not required and, in the event
any withholding or




31






7.2           Tax
Credits.  If any Lender obtains the benefit of a credit against
the liability thereof for federal income taxes imposed by any taxing authority
for all or part of the Taxes as to which the Borrowers have paid additional
amounts as aforesaid in Section 7.1, then such Lender shall pay an amount
to the Borrowers which that Lender determines will leave it (after such payment)
in the same position as it would have been had the Tax payment not been made by
the Borrowers.




7.3           Sharing of
Setoffs.  Each Lender agrees that if it shall, through the
exercise of a right of banker's lien, setoff or counterclaim or pursuant to a
secured claim under Section 506 of the Federal Bankruptcy Code or other security
or interest arising from, or in lieu of, such secured claim, exercised or
received by such Lender under any applicable bankruptcy, insolvency or other
similar law or otherwise, or by any other means, obtain payment (voluntary or
involuntary) in respect of any Advance or Advances as a result of which its
funded Commitment shall be proportionately less than the funded Commitment of
any other Lender, it shall be deemed simultaneously to have purchased from such
other Lender at face value, and shall promptly pay to such other Lender the
purchase price for, a participation in the funded Commitment of such other
Lender so that the aggregate funded Commitment of each Lender shall be in the
same proportion to the aggregate funded Commitments then outstanding as its
funded Commitment prior to such exercise of banker's lien, setoff or
counterclaim or other event was to the principal amount of all funded
Commitments outstanding prior to such exercise of banker's lien, setoff or
counterclaim or other event; provided, however, that, if any
such purchase or purchases or adjustments shall be made pursuant to this Section
7.3 and the payment giving rise thereto shall thereafter be recovered, such
purchase or purchases or adjustments shall be rescinded to the extent of such
recovery and the purchase price or prices or
adjustment restored without interest.  Any Lender holding a
participation in a funded Commitment deemed to have been so purchased may
exercise any and all rights of banker's lien, setoff or counterclaim with
respect to any and all moneys owing to such Lender by reason thereof as fully as
if such Lender had made an Advance in the amount of such
participation.  Each of the Borrowers expressly consent to the
foregoing arrangement.




7.4           Computations; Banking
Days.  (a) All computations of interest and fees shall be made
by the Administrative Agent or the Lenders, as the case may be, on the basis of
a 360-day year, in each case for the actual number of days (including the first
day but excluding the last day) occurring in the period for which interest or
fees are payable.  Each determination by the Administrative Agent or
the Lenders of an interest rate or fee hereunder shall be conclusive and binding
for all purposes, absent manifest error;




(b)           Whenever
any payment hereunder or under the Note shall be stated to be due on a day other
than a Banking Day, such payment shall be due and payable on the next succeeding
Banking day unless the next succeeding Banking Day falls in the following
calendar month, in which case it shall be payable on the immediately preceding
Banking Day.






32




8.
            EVENTS OF
      DEFAULT




8.1           Events of
Default.  The occurrence of any of the following events shall
be an Event of Default:




(a)           Non-Payment of
Principal.  any payment of principal is not paid when due;
or




(b)           Non-Payment of Interest or
Other Amounts.  any interest or any other amount becoming
payable to the Administrative Agent or any Lender under this Credit Facility
Agreement, under the Note or under any of the Security Documents is not paid
within three (3) Banking Days of the due date or date of demand (as the case may
be); or




(c)           Representations.  any
representation, warranty or other statement made by any of the Borrowers in this
Credit Facility Agreement or by any Security Party in any of the Security
Documents or in any other instrument, document or other agreement delivered in
connection herewith or therewith proves to have been untrue or misleading in any
material respect as at the date as of which made or confirmed; or




(d)           Impossibility;
Illegality.  it becomes impossible or unlawful for any of the
Borrowers or the Guarantor to fulfill any of its covenants or obligations
hereunder, under the Note or under any of the Security Documents or for any of
the Lenders to exercise any of the rights vested in any of them hereunder, under
the Note or under any of the Security Documents; or




(e)           Mortgage.  there
is an event of default under any Mortgage; or




(f)           Covenants.  any
Security Party (i) defaults in the due and punctual observance or performance of
Sections 9.1(c), 9.1(h), 9.1(j), 9.1(k), 9.1(m), 9.1(n), 9.2(h) or 9.2(k) and
such default continued unremedied for a period of sixty (60) days or (ii)
defaults under any other term, covenant or agreement contained in this Credit
Facility Agreement, in the Note, in any of the
Security Documents or in any other instrument, document or other agreement
delivered in connection herewith or therewith, or there occurs any other event
which constitutes a default under this Credit Facility Agreement, under the Note
or under any of the Security Documents, in each case other than an Event of
Default referred to elsewhere in this Section 8.1; or




(g)           Debt.  any
Security Party shall default in the payment when due of any Debt or of any other
debt, in either case, in the outstanding principal amount equal to or exceeding
Five Hundred Thousand Dollars ($500,000) or such debt or debt is, or by reason
of such default is subject to being, accelerated or any party becomes entitled
to enforce the security for any such Debt or debt and such party shall take
steps to enforce the same, unless such default or enforcement is being contested
in good faith and by appropriate proceedings or other acts and the Security
Party, Subsidiary or Affiliate of the Guarantor, as the case may be, shall set
aside on its books adequate reserves with respect thereto; or




(h)           Ownership of
Borrowers.  the Guarantor shall cease to own directly or
indirectly, one hundred percent (100%) of any of the Borrowers; or




(i)           Bankruptcy.  any
of the Borrowers, any Security Party, any Subsidiary or any Affiliate of the
Guarantor commences any proceeding under any reorganization, arrangement or




33






(j)           Termination of Operations;
Sale of Assets.  except as expressly permitted under this
Credit Facility Agreement, any Security Party ceases its operations or sells or
otherwise disposes of all or substantially all of its assets or all or
substantially all of the assets of any Security Party are seized or otherwise
appropriated; or




(k)           Judgments.  any
judgment or order is made, the effect whereof would be to render ineffective or
invalid this Credit Facility Agreement, the Note or any of the Security
Documents or any material provision thereof, or any Security Party asserts that
any such agreement or provision thereof is invalid; or




(l)           Inability to Pay
Debts.  any of the Borrowers, any Security Party, any
Subsidiary or any Affiliate of the Guarantor is unable to pay or admits its
inability to pay its debts as they fall due or a moratorium shall be declared in
respect of any material indebtedness of any Security Party or any Affiliate of
the Guarantor; or




(m)           Change in Financial
Position.  any change in the financial position of any Security
Party or any Affiliate of the Guarantor which, in the opinion of the Majority
Lenders, shall have a Material Adverse Effect; or




(n)           Change in
Control.  a Change of Control shall occur with respect to the
Guarantor; or




(o)           Cross-Default.  any
of the Borrowers, any Security Party, any Subsidiary or any Affiliate of the
Guarantor defaults under any material contract or material agreement to which it
is a party or by which it is bound.




Upon and
during the continuance of any Event of Default, the Lenders' obligation to make
any Advance available shall cease and the Administrative Agent may, and on the
instructions of the Majority Lenders shall, by notice to the Borrowers, declare
the entire unpaid balance of the then outstanding Advances, accrued interest and
any other sums payable by the Borrowers hereunder or under the Note due and
payable, whereupon the same shall forthwith be due and payable without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived; provided that upon the happening of an event specified in
subsections (i) or (l) of this Section 8.1 with respect to the
Borrowers, the Note shall be immediately due and payable without declaration or
other notice to the Borrowers.  In such event, the Lenders may proceed
to protect and enforce their rights by action at law, suit in equity or in
admiralty or other appropriate proceeding, whether for specific performance of
any covenant contained in this Credit Facility Agreement, in the Note or in any
Security Document, or in aid of the exercise of any power granted herein or
therein, or the




34






8.2           Indemnification.  Each
of the Borrowers agrees to, and shall, indemnify and hold the Agents and the
Lenders harmless against any loss, as well as against any costs or expenses
(including legal fees and expenses), which any of the Agents or the Lenders
sustains or incurs as a consequence of any default in payment of the principal
amount of the Facility, interest accrued thereon or any other amount payable
hereunder, under the Note or under any Security Documents, including, but not
limited to, all actual losses incurred in liquidating or re-employing fixed
deposits made by third parties or funds acquired to effect or maintain the
Facility or any portion thereof.  Any Lenders' certification of such
costs and expenses shall, absent any manifest error, be conclusive and binding
on the Borrowers.




8.3           Application of
Moneys.  Except as otherwise provided in any Security Document,
all moneys received by the Agents or the Lenders under or pursuant to this
Credit Facility Agreement, the Note or any of the Security Documents after the
happening of any Event of Default (unless cured to the satisfaction of the
Majority Lenders) shall be applied by the Administrative Agent in the following
manner:




(a)           first,
in or towards the payment or reimbursement of any expenses or liabilities
incurred by the Agents, or the Lenders in connection with the ascertainment,
protection or enforcement of their rights and remedies hereunder, under the Note
and under any of the Security Documents,




(b)           second,
in or towards payment of any interest owing in respect of the
Facility,




(c)           third,
in or towards repayment of principal owing in respect of the
Facility,




(d)           fourth,
in or towards payment of all other sums which may be owing to the Finance
Parties under this Credit Facility Agreement, under the Note or under any of the
Security Documents,




(e)           fifth,
in or towards payments of any amounts then owed under any Interest Rate
Agreement, including, but not limited to, any costs associated with unwinding
any Interest Rate Agreement, on a pari passu basis, and




(f)           sixth,
the surplus (if any) shall be paid to the Borrowers or to whosoever else may be
entitled thereto.






35




9.
            COVENANTS




9.1           Affirmative
Covenants.  Each of the Borrowers (and the Guarantor by its
execution of the Consent and Agreement annexed hereto), hereby covenant and
undertake with the Lenders that, from the date hereof and so long as any
principal, interest or other moneys are owing in respect of this Credit Facility
Agreement, under the Note or under any of the Security Documents, it
will:




(a)           Performance of
Agreements.  duly perform and observe, and procure the
observance and performance by all other parties thereto (other than the Agents
and the Lenders) of, the terms of this Credit Facility Agreement, the Note and
the Security Documents;




(b)           Notice of Default,
etc.  promptly upon, and in any event no later than three (3)
Banking Days after, obtaining knowledge thereof, inform the Administrative Agent
of the occurrence of (a) any Event of Default or of any event which, with
the giving of notice or lapse of time, or both, would constitute an Event of
Default, (b) any litigation or governmental proceeding pending or
threatened against it or against any of its Subsidiaries which could reasonably
be expected to have a Material Adverse Effect, including but not limited to, in
respect of any Environmental Claim, (c) the withdrawal of any Vessel's rating by
its Classification Society or the issuance by the Classification Society of any
material recommendation or notation affecting class and (d) any other event
or condition which is reasonably likely to have a Material Adverse
Effect;




(c)           Obtain
Consents.  without prejudice to Section 2.1 and this
Section 9.1, obtain and maintain every consent and do all other acts and
things which may from time to time be necessary or advisable for the continued
due performance of all its and the other Security Parties’ respective
obligations under this Credit Facility Agreement, under the Note and under the
Security Documents;




(d)           Financial
Information.  deliver to each Lender:




(i)
              as
      soon as available but not later than one hundred twenty (120) days after
      the end of each fiscal year of the Guarantor, complete copies of the
      consolidated financial reports of the Guarantor and its Subsidiaries
      (together with a Compliance Certificate and a detailed reconciliation of
      all of the differences between GAAP as at December 31, 2006 and as at the
      time of delivery), all in reasonable detail, which shall include at least
      the consolidated balance sheet of the Guarantor and its Subsidiaries as of
      the end of such year and the related consolidated statements of income and
      sources and uses of funds for such year, which shall be audited reports
      prepared by an Acceptable Accounting Firm, and each of the Borrowers shall
      provide to each Lender as soon as available but not later than one hundred
      eighty (180) days after the end of each fiscal year of such Borrower and
      any Charterers, complete copies of the consolidated financial reports of
      each of the Borrowers and any Charterers;  36
 (ii)
              as
      soon as available but not later than forty-five (45) days after the
      end of each of the first three quarters of each fiscal year of the
      Guarantor, a quarterly interim consolidated balance sheet of the Guarantor
      and its Subsidiaries and the related consolidated profit and loss
      statements and sources and uses of funds (together with a Compliance
      Certificate and a detailed reconciliation of all of the differences
      between GAAP as at December 31, 2006 and as at the time of delivery), all
      in reasonable detail, unaudited, but certified to be true and complete by
      the chief financial officer of the
Guarantor;




(iii)
            within
      ten (10) days of the filing thereof at the email addresses set forth in
      Schedule 1, electronic copies of all registration statements and reports
      on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material
      filings which the Guarantor shall have filed with the Securities and
      Exchange Commission or any similar governmental
  authority;




(iv)
            promptly
      upon the mailing thereof to the shareholders of the Guarantor, copies of
      all financial statements, reports, proxy statements and other
      communications provided to the Guarantor’s
  shareholders;




(v)
            within
      ten (10) days of the Security Parties’ receipt thereof, copies of all
      audit letters or other correspondence from any external auditors including
      material financial information in respect of the Security
      Parties;




(vi)
            such
      other statements (including, without limitation, monthly consolidated
      statements of operating revenues and expenses), lists of assets and
      accounts, budgets, forecasts, reports and other financial information with
      respect to its business as the Administrative Agent may from time to time
      request, certified to be true and complete by the chief financial officer
      of each of the Guarantor;






(e) Vessel
Valuations.  reimburse the Administrative Agent for the cost of
appraisals of the Fair Market Value of the Vessels.  The
Administrative Agent shall be entitled to obtain such valuations from two ship
brokers approved by the Lenders one time per Vessel in each calendar year, to be
delivered on each anniversary of the Drawdown Date relating to such Vessel, and
upon the occurrence of an Event of Default;




(f)           Corporate
Existence.  do or cause to be done, and procure that each
Subsidiary of the Guarantor shall do or cause to be done, all things necessary
to preserve and keep in full force and effect its corporate existence, or
limited liability company existence, as the case may be, and all licenses,
franchises, permits and assets necessary to the conduct of its
business;




(g)           Books and
Records.  at all times keep, and cause each Subsidiary of the
Guarantor to keep, proper books of record and account into which full and
correct entries shall be made in accordance with GAAP;






37




(h)           Taxes and
Assessments.  pay and discharge, and cause each Subsidiary of
the Guarantor to pay and discharge, all taxes, assessments and governmental
charges or levies imposed upon it or upon its income or property prior to the
date upon which penalties attach thereto; provided, however, that it shall not
be required to pay and discharge, or cause to be paid and discharged, any such
tax, assessment, charge or levy so long as the legality thereof shall be
contested in good faith and by appropriate proceedings or other acts and it
shall set aside on its books adequate reserves with respect
thereto;




(i)           Inspection.  allow,
and cause each Subsidiary to allow, upon ten (10) Banking Days notice from the
Administrative Agent, any representative or representatives designated by the
Administrative Agent, subject to applicable laws and regulations, to visit and
inspect any of its properties, and, on request, to examine its books of account,
records, reports, agreements and other papers and to discuss its affairs,
finances and accounts with its officers, all at such times and as often as the
Administrative Agent requests;




(j)           Inspection and Survey
Reports.  if the Lenders shall so request, the Borrowers shall
permit the Lenders to inspect the Vessels and shall provide the Lenders with
copies of all internally generated inspection or survey reports on the Vessels,
provided, however, that if the Vessels are found in satisfactory condition, the
cost of such inspections shall be borne by the Borrowers not more than once a
year;




(k)           Compliance with Statutes,
Agreements, etc.  do or cause to be done, and cause each
Subsidiary to do and cause to be done, all things necessary to comply with all
contracts or agreements to which it, or any Subsidiary is a party, and all laws,
and the rules and regulations thereunder, applicable to the Borrowers, the
Guarantor or such Subsidiary, including, without limitation, those laws, rules
and regulations relating to employee benefit plans and environmental
matters;




(l)           Environmental
Matters.  promptly upon the occurrence of any of the following
conditions, provide to the Administrative Agent a certificate of an executive
officer thereof, specifying in detail the nature of such condition and its
proposed response or the response of its Environmental
Affiliates:  (a) its receipt or the receipt by any other Security
Party or any Environmental Affiliates of the Borrowers or any other Security
Party of any written communication whatsoever that alleges that such person is
not in compliance with any applicable Environmental Law or Environmental
Approval, if such noncompliance could reasonably be expected to have a Material
Adverse Effect, (b) knowledge by it, or by any other Security Party or any
Environmental Affiliates of the Borrowers or any other Security Party that there
exists any Environmental Claim pending or threatened against any such person,
which could reasonably be expected to have a Material Adverse Effect, or
(c) any release, emission, discharge or disposal of any material that could
form the basis of any Environmental Claim against it, any other Security Party
or against any Environmental Affiliates of the Borrowers or any other Security
Party, if such Environmental Claim could reasonably be expected to have a
Material Adverse Effect.  Upon the written request by the
Administrative Agent, it will submit to the Administrative Agent at reasonable
intervals, a report providing an update of the status of any issue or claim
identified in any notice or certificate required pursuant to this subsection;






38




(m)           Vessel
Management.  cause each of the Vessels to be managed
commercially by the Top Tanker Management Inc., which may subcontract the
technical management of the Vessels to V. Ships or Hanseatic or any other
management company acceptable to the Majority Lenders;




(n)           ISM Code, ISPS Code, MTSA
and Annex VI Matters.  (i) procure that the Operator will
comply with and ensure each of the Vessels will comply with the requirements of
the ISM Code, ISPS Code, MTSA and Annex VI in accordance with the implementation
schedule thereof, including (but not limited to) the maintenance and renewal of
valid certificates and when required, security plans, pursuant thereto; and (ii)
will procure that the Operator will immediately inform the Administrative Agent
if there is any threatened or actual withdrawal of its DOC, SMC, the ISSC or
IAPPC in respect of any Vessel; and upon the request of the Administrative Agent
(iii) will procure that the Operator will promptly inform the Administrative
Agent upon the issuance to the Borrowers or Operator of a DOC and the issuance
to any Vessel of an SMC, ISSC or IAPPC;




(o)           Brokerage Commissions,
etc.  indemnify and hold each of the Agents and the Lenders
harmless from any claim for any brokerage commission, fee, or compensation from
any broker or third party resulting from the transactions contemplated
hereby;




(p)           Deposit Accounts;
Assignment.  (i) each of the Borrowers shall maintain an
Earnings Account, (ii) the Borrowers shall maintain the Debt Service Reserve
Account and agree to deposit and maintain funds therein in accordance with
Section 4.1(h) hereof and (iii) the Borrowers shall maintain a Retention Account
and shall transfer the Retention Amount each month from the Earnings Accounts to
the Retention Account;




(q)           Insurance.  maintain,
and cause each other Security Party to maintain, with financially sound and
reputable insurance companies satisfactory to the Administrative Agent,
insurance on all their respective properties and against all such risks and in
at least such amounts as are
usually insured against by companies of established reputation engaged in the
same or similar business from time to time, including, but not limited to (i)
hull and machinery insurance (fire, marine and other risks, including excess
risks and war risks) in an amount of not less than 120% of the Facility of the
Fair Market Value of the Vessels, whichever is higher, (ii) protection and
indemnity insurance at the highest possible cover available (as of the date of
this Credit Facility Agreement, $1,000,000,000) and with a P&I club
satisfactory to the Administrative Agent, and (iii) mortgagee’s interest
insurance (“MII”) in an amount of not less than 120% and mortgagee’s additional
perils pollution insurance (“MAP”) in an  amount of not less than 110%
of the Facility; and




(r)           Interest Rate
Agreements.  HSH shall be entitled to provide the Borrowers
with a quote for any interest rate derivatives product to be entered into by the
Borrowers in connection with the Facility and the Borrowers agree to grant HSH a
right of first refusal in respect thereof.  The Borrowers further
undertake with HSH to hedge at least 60% of the amount of the Facility not later
than the Commitment Termination Date for the first five (5) years of the
Facility (the “Hedging”), and the Borrowers shall deliver to the Administrative
Agent an interest rate hedging strategy for the Hedging, with the assistance of
the Administrative Agent in the definition of that strategy.






39




9.2           Negative
Covenants.  Each of the Borrowers (and the Guarantor by its
execution of the Consent and Agreement annexed hereto) hereby covenants and
undertakes with the Lenders that, from the date hereof and so long as any
principal, interest or other moneys are owing in respect of this Credit Facility
Agreement, under the Note or under any of the Security Documents, it will not,
without the prior written consent of the Majority Lenders (or all of the Lenders
if required by Section 15.8):




(a)           Liens.  create,
assume or permit to exist, any mortgage, pledge, lien, charge, encumbrance or
any security interest whatsoever upon any Collateral or other property
except:




(i)
            the
      Mortgages, the Assignments and other liens in favor of the Security
      Trustee; and




(ii)
            liens,
      charges and encumbrances against their respective Vessels permitted to
      exist under the terms of the
Mortgages;




(b)           Debt.  (i)
with respect to each of the Borrowers, incur any Debt, excluding Debt to the
Agents or any of the Lenders hereunder, other than in the ordinary course of
business, and with respect to the Guarantor, incur any Debt that would violate
Section 9.3, (ii) permit any Subsidiary of the Guarantor to incur any Debt that
would cause the Guarantor to be in default under any provision of Section 9.3 or
(iii) permit the Guarantor to make advances or extend credit to, or become
obligated, contingently or otherwise, in respect of any Debt of, any
Subsidiary;




(c)           Change of Flag, Class,
Management or Ownership.  change the flag of any Vessel other
than to a Permitted Jurisdiction, their Classification Society other than to
another member of the International Association of Classification Societies
designated by the Borrowers and approved by the Administrative Agent, the
technical management of any Vessel other than to one or
more technical management companies acceptable to the Majority Lenders or the
immediate or ultimate ownership of any Vessel;




(d)           Chartering.  enter
into any bareboat charter with any party other than a Subsidiary or an Affiliate
thereof, with respect to any of the Vessels having a duration of, including any
options to extend such charter, more than twelve (12) months without the prior
consent of the Administrative Agent (acting on behalf of the Majority Lenders);




(e)           Change in
Business.  materially change the nature of its business or
commence any business materially different from its current
business;




(f)           Sale or Pledge of
Shares.  with respect to the Guarantor, sell, assign, transfer,
pledge or otherwise convey or dispose of any of the shares (including by way of
spin-off, installment sale or otherwise) of the capital stock, or limited
liability company interests, as the case may be of any of the
Borrowers;




(g)           Sale of
Assets.  with respect to each of the Borrowers, sell, or
otherwise dispose of, any Vessel (unless otherwise in accordance with this
Credit Facility Agreement) or any other asset (including  by way of
spin-off, installment sale or otherwise) which is substantial in relation to its
assets taken as a whole, other than such sales by the one Borrower to
another;






40




(h)           Changes in
Offices.  change the location of the chief executive office of
any Security Party, the office of the chief place of business of any such
parties or the office of the Security Parties in which the records relating to
the earnings or insurances of any Vessel are kept unless the Lenders shall have
received thirty (30) days prior written notice of such change;




(i)           Consolidation and
Merger.  consolidate with, or merge into, any corporation or
other entity, or merge any corporation or other entity into it;




(j)           Change Fiscal
Year.  change its fiscal year;




(k)           Limitations on Ability to
Make Distributions.  create or otherwise cause or permit to
exist or become effective any consensual encumbrance or restriction on the
ability of any Borrower to (i) pay dividends or make any other
distributions on its capital stock or limited liability company interests, as
the case may be, to the Guarantor or any Borrower or pay any Debt owed to the
Guarantor, (ii) make any loans or advances to the Guarantor, or
(iii) transfer any of its property or assets to the Guarantor;




(l)           Use of Corporate
Funds.  permit any Borrower to pay out any funds to any company
or person except (i) in the ordinary course of business in connection with
the management of the business of the Guarantor and its Subsidiaries, including
the operation and/or repair of any of the Vessels and other vessels owned or
operated by such parties and (ii) the servicing of the Debt permitted
hereunder;




(m)           Issuance of
Shares.  permit any Borrower to issue or dispose of any shares
of its own capital stock or limited liability company interests, as the case may
be, to any person other than the Guarantor;




(n)           No Money
Laundering.  in connection with this Credit Facility Agreement
or any of the Security Documents, contravene or permit any Borrower or any
Subsidiary of the Guarantor to contravene, any law, official requirement or
other regulatory measure or procedure implemented to combat “money laundering”
(as defined in Article 1 of the Directive (91/308/EEC) of the Council of the
European Communities) and comparable United States Federal and state
laws.  In addition, each of the Borrowers confirm that they are the
beneficiary (within the meaning of Section 8 of the German Money Laundering Act
(Gesetz über das Aufspüren von Gewinnen aus schweren Straftaten
(Geldwäschegesetz)) for each Advance made or to be made available to it. The
Borrowers will promptly inform the Lenders (by written notice to the
Administrative Agent) if any of the Borrowers are not or ceases to be the
beneficiary and will provide in writing the name and address of the
beneficiary.  Each of the Borrowers agrees that it will submit any
documentation on request, if such documentation is required by any of the
Lenders to comply with their Anti-Money Laundering/legal identification
requirements;




(o)           Accounts.  will
not establish any operating accounts or earnings accounts in respect of the
Assigned Moneys with any Lender or with any other financial institution other
than the Administrative Agent;




(p)           Dividends and Distributions
to the Guarantor.  with respect to the Borrowers, declare or
pay dividends or make any distributions to its shareholders in any form
whatsoever in


41




excess of
70% of its net income per year, as evidenced by such Borrower’s relevant
financial statements;




(q)           Use of
Proceeds.  will not use the proceeds of Advances in violation
of Regulation T, U or X; and




9.3           Financial
Covenants.  The Guarantor, by its execution of the Consent and
Agreement annexed hereto, hereby covenants and undertakes with the Lenders that,
from the date hereof and so long as any principal or interest are outstanding or
other moneys are owing in respect of this Credit Facility Agreement, under the
Note or under any of the Security Documents, the Guarantor will:




(a)           Adjusted Net
Worth.  maintain at all times an Adjusted Net Worth of not less
than Two Hundred Fifty Million Dollars ($250,000,000) and such Adjusted Net
Worth shall not be less than Thirty Five Percent (35%) of the Total
Assets;




(b)           EBITDA to Fixed
Charges.  ensure that EBITDA shall at all times exceed 120% of
the aggregate amount of Fixed Charges; and




(c)           Minimum
Liquidity.  at all times maintain Liquid Funds in the greater
of Twenty Five Million Dollars ($25,000,000), or Five Hundred Thousand Dollars
($500,000) per vessel directly or indirectly owned or bareboat chartered-in
and/or leased-back by the Guarantor (the “Minimum Liquidity”).




Each of
the financial covenants set forth in this Section 9.3 shall be tested on the
basis of the quarterly, semi-annual and annual financial statements of the
Guarantor and shall be accompanied by a Compliance Certificate, substantially in
the form of Exhibit H hereto, detailing all appropriate calculations, prepared
and signed by a duly authorized representative of the Guarantor.  In
addition, the
Guarantor shall provide any information on their financial condition,
commitments and operations which any Lender may reasonably require.




9.4           Asset
Maintenance.  If at any time during the term of the Credit
Facility Agreement, the Fair Market Value of Vessels is less than the Required
Percentage, the Borrowers shall, within a period of thirty (30) days
following receipt by the Borrowers of written notice from the Administrative
Agent notifying the Borrowers of such shortfall and specifying the amount
thereof (which amount shall, in the absence of manifest error, be deemed to be
conclusive and binding on the Borrowers), either (i) deliver to the
Security Trustee such additional collateral as may be satisfactory to the
Lenders in their sole discretion of sufficient value to make the aggregate Fair
Market Value of said Vessel plus the additional collateral, equal to the
Required Percentage of the outstanding amount of the Tranche relating to that
Vessel or (ii) the Borrowers shall prepay such amount of the Facility
(together with interest thereon and any other monies payable in respect of such
prepayment pursuant to Section 5.4) as shall result in the Fair Market Value of
that Vessels being not less than the Required Percentage.




10.
            ASSIGNMENT




This
Credit Facility Agreement shall be binding upon, and inure to the benefit of,
the Borrowers and the Lenders, the Agents and their respective successors and
assigns, except that the Borrowers may




42


not
assign any of its rights or obligations hereunder.  Each Lender shall
be entitled to assign its rights and obligations under this Credit Facility
Agreement or grant participation(s) in the Facility to any subsidiary, holding
company or other affiliate of such Lender, to any subsidiary or other affiliate
company of any thereof or to any other bank or financial institution or
collateralized loan obligation trust or fund (a “CLO”) without the consent of
the Borrowers.  Each Lender may transfer all or any part of its
rights, benefits and its obligations under this Credit Facility Agreement and
any of the other Security Documents to any subsidiary or other affiliate company
of any thereof or to any other bank or financial institution or CLO (the
“Transferee”) if the Transferee, by delivery of such undertaking, becomes bound
by the terms of this Credit Facility Agreement and agrees to perform all or, as
the case may be, part of such Lender’s obligations under this Credit Facility
Agreement.  Each Lender may disclose to a prospective assignee,
transferee or to any other person who may propose entering into contractual
relations with such Lender in relation to the Credit Facility Agreement and such
information about each if the Borrowers and the Guarantor as such Lender shall
consider appropriate.  The Borrowers will take all actions requested
by the Agents or any Lender to effect such assignment, including, without
limitation, the execution of a written consent to any Assignment and Assumption
Agreement.




11.
            ILLEGALITY, INCREASED
      COST, NON-AVAILABILITY, ETC.




11.1           Illegality.  In
the event that by reason of any change in any applicable law, regulation or
regulatory requirement or in the interpretation thereof, a Lender has a basis to
conclude that it has become unlawful for any Lender to maintain or give effect
to its obligations as contemplated by this Credit Facility Agreement, such
Lender shall inform the Administrative Agent and the Borrowers to that effect,
whereafter the liability of such Lender to make its Commitment available shall
forthwith cease and the Borrowers shall be required either to repay to such
Lender that portion of the Facility advanced by such Lender immediately or, if
such Lender so agrees, to repay such portion of the Facility
to such Lender on the last day of any then current Interest Period in accordance
with and subject to the provisions of Section 11.5.  In any such
event, but without prejudice to the aforesaid obligations of the Borrowers to
repay such portion of the Facility, the Borrowers and the relevant Lender shall
negotiate in good faith with a view to agreeing on terms for making such portion
of the Facility available from another jurisdiction or otherwise restructuring
such portion of the Facility on a basis which is not unlawful.




11.2           Increased
Costs.  If as a result of the implementation of the
International Convergence of Capital Measurement and Capital Standards: A
Revised Framework (Basel II) or any other change in applicable law, regulation
or regulatory requirement (including any applicable law, regulation or
regulatory requirement which relates to capital adequacy or liquidity controls
or which affects the manner in which any Lender allocates capital resources
under this Credit Facility Agreement), or in the interpretation or application
thereof by any governmental or other authority, shall:




(i)
            subject
      any Lender to any Taxes with respect to its income from the Facility, or
      any part thereof; or




(ii)
            change
      the basis of taxation to any Lender of payments of principal or interest
      or any other payment due or to become due pursuant to this Credit Facility
      Agreement (other than a change in the basis effected by the jurisdiction
      of organization of such Lender, the jurisdiction of






43




the
      principal place of business of such Lender, the United States of America,
      the State or City of New York or any governmental subdivision or other
      taxing authority having jurisdiction over such Lender  (unless
      such jurisdiction is asserted by reason of the activities of the Borrowers
      or any of the other Security Parties) or such other jurisdiction where the
      Facility may be payable); or(iii)
              impose,
      modify or deem applicable any reserve requirements or require the making
      of any special deposits against or in respect of any assets or liabilities
      of, deposits with or for the account of, or loans by, a Lender;
      or




(iv)
            impose
      on any Lender any other condition affecting the Facility or any part
      thereof;




and the
result of the foregoing is either to increase the cost to such Lender of making
available or maintaining its Commitment or any part thereof or to reduce the
amount of any payment received by such Lender, then and, in any such case, if
such increase or reduction, in the opinion of such Lender, materially affects
the interests of such Lender under or in connection with this Credit Facility
Agreement:




(i)
            the
      Lender shall notify the Administrative Agent and the Borrowers of the
      happening of such event, and




(ii)
            the
      Borrowers agree forthwith upon demand to pay to such Lender such amount as
      such Lender certifies to be necessary to compensate such Lender for such
      additional cost or such reduction.




11.3           Nonavailability of
Funds.  If the Administrative Agent shall determine that, by
reason of circumstances affecting the London Interbank Market generally,
adequate and reasonable means do not or will not exist for ascertaining the
Applicable Rate for the Facility for any Interest Period, the Administrative
Agent shall give notice of such determination to the Borrowers.  The
Majority Lenders shall then determine the interest rate and/or Interest Period
to be substituted for those which would otherwise have applied under this Credit
Facility Agreement.  If the Majority Lenders are unable to agree upon
such a substituted interest rate and/or Interest Period within thirty (30)
days of the giving of such determination notice, the Administrative Agent shall
set an interest rate and Interest Period to take effect from the expiration of
the Interest Period in effect at the date of determination, which rate shall be
equal to the Margin plus the cost to the Lenders (as certified by each Lender)
of funding the Facility.  In the event the state of affairs referred
to in this Section 11.3 shall extend beyond the end of the Interest Period,
the foregoing procedure shall continue to apply until circumstances are such
that the Applicable Rate may be determined pursuant to
Section 6.




11.4           Lender's Certificate
Conclusive.  A certificate or determination notice of any
Lender as to any of the matters referred to in this Section 11 shall,
absent manifest error, be conclusive and binding on the Borrowers.






44




11.5           Compensation for
Losses.  Where the Facility or any portion thereof is to be
repaid by the Borrowers pursuant to this Section 11, the Borrowers agree
simultaneously with such repayment to pay to the relevant Lender all accrued
interest to the date of actual payment on the amount repaid and all other sums
then payable by the Borrowers to the relevant Lender pursuant to this Credit
Facility Agreement, together with such amounts as may be certified by the
relevant Lender to be necessary to compensate such Lender for any actual loss,
premium or penalties incurred or to be incurred thereby on account of funds
borrowed to make, fund or maintain its Commitment or such portion thereof for
the remainder (if any) of the then current Interest Period or Interest Periods,
if any, but otherwise without penalty or premium.




12.
            CURRENCY
      INDEMNITY




12.1           Currency
Conversion.  If, for the purpose of obtaining or enforcing a
judgment in any court in any country, it becomes necessary to convert into any
other currency (the “judgment currency”) an amount due in Dollars under this
Credit Facility Agreement, the Note or any of the Security Documents, then the
conversion shall be made, in the discretion of the Administrative Agent, at the
rate of exchange prevailing either on the date of default or on the day before
the day on which the judgment is given or the order for enforcement is made, as
the case may be (the “conversion date”), provided that the Administrative Agent
shall not be entitled to recover under this section any amount in the judgment
currency which exceeds at the conversion date the amount in Dollars due under
this Credit Facility Agreement, the Note, the Guaranty and/or any of the
Security Documents.




12.2           Change in Exchange
Rate.  If there is a change in the rate of exchange prevailing
between the conversion date and the date of actual payment of the amount due,
the Borrowers shall pay such additional
amounts (if any, but, in any event, not a lesser amount) as may be necessary to
ensure that the amount paid in the judgment currency, when converted at the rate
of exchange prevailing on the date of payment, will produce the amount then due
under this Credit Facility Agreement, the Note and/or any of the Security
Documents in Dollars; any excess over the amount due received or collected by
the Lenders shall be remitted to the Borrowers.




12.3           Additional Debt
Due.  Any amount due from the Borrowers under this
Section 12 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
Credit Facility Agreement, the Note and/or any of the Security
Documents.




12.4           Rate of
Exchange.  The term “rate of exchange” in this Section 12
means the rate at which the Administrative Agent  in accordance with
its normal practices is able on the relevant date to purchase Dollars with the
judgment currency and includes any premium and costs of exchange payable in
connection with such purchase.




13.
            FEES AND
      EXPENSES




13.1           Fees.  During
the period beginning on the date of this Credit Facility Agreement and ending on
the Commitment Termination Date, the Borrowers shall pay, quarterly in arrears,
with the final payment to be made on the Commitment Termination Date, to the
Administrative Agent (for the account of the Lenders), a commitment fee (the
“Commitment Fee”) of thirty-five hundredths




45








13.2           Expenses.  The
Borrowers agree, whether or not the transactions hereby contemplated are
consummated, on demand to pay, or reimburse the Agents for their payment of, the
expenses of the Agents and (after the occurrence and during the continuance of
an Event of Default) the Lenders incident to said transactions (and in
connection with any supplements, amendments, waivers or consents relating
thereto or incurred in connection with the enforcement or defense of any of the
Agents' and the Lenders' rights or remedies with respect thereto or in the
preservation of the Agent's and the Lenders' priorities under the documentation
executed and delivered in connection therewith), including, without limitation,
all costs and expenses of preparation, negotiation, execution and administration
of this Credit Facility Agreement and the documents referred to herein
(including, but not limited to, Value Added Tax imposed on any Lender related to
those expenses), the fees and disbursements of the Agents' and Lenders' counsel
in connection therewith, as well as the fees and expenses of any independent
appraisers, surveyors, engineers, inspectors and other consultants retained by
the Agents in connection with this Agreement and the transactions contemplated
hereby and under the Security Documents, all costs and expenses, if any, in
connection with the enforcement of this Credit Facility Agreement, the Note and
the Security Documents and stamp and other similar taxes, if any, incident to
the execution and delivery of the documents (including, without limitation, the
Note) herein contemplated and to hold the Agents and the Lenders free and
harmless in connection with any liability arising from the nonpayment of any
such stamp or other similar taxes.  Such taxes and, if any, interest
and penalties related thereto as may become payable after the date hereof shall
be paid immediately by the Borrowers to the Agents or the Lenders, as the case
may be, when liability therefor is no longer contested by such party or parties
or reimbursed immediately by the Borrowers to such party or parties after
payment thereof (if the Agents or the Lenders, at their sole discretion, chooses
to make such payment).




14.
            APPLICABLE LAW,
      JURISDICTION AND WAIVER




14.1           Applicable
Law.  This Credit Facility Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.




14.2           Jurisdiction.  Each
of the Borrowers hereby irrevocably submits to the jurisdiction of the courts of
the State of New York and of the United States District Court for the Southern
District of New York in any action or proceeding brought against the Borrowers
by any of the Lenders or the Agents under this Credit Facility Agreement or
under any document delivered hereunder and hereby irrevocably agrees that valid
service of summons or other legal process on it may be effected by serving a
copy of the summons and other legal process in any such action or proceeding on
the Borrowers, or its agent as designated in Section 4.2(f), by mailing or
delivering the same by hand to the Borrowers at the address indicated for
notices in Section 16.1 or to its agent at the address indicated in Section
4.2(f).  The service, as herein provided, of such summons or other
legal process in any such action or proceeding shall be deemed personal service
and accepted by the Borrowers as such, and shall be legal and binding upon the
Borrowers for all the purposes of any such action or
proceeding.  Final judgment (a certified or exemplified copy of which
shall be conclusive evidence of the fact and of the amount of any indebtedness
of the Borrowers to the Lenders or the Administrative Agent) against the
Borrowers in any such legal action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment.  The
Borrowers will


46






14.3           Waiver of Jury
Trial.  IT IS
MUTUALLY AGREED BY AND AMONG THE BORROWERS, THE OTHER SECURITY PARTIES, THEADMINISTRATIVEAGENT AND THE LENDERS THAT EACH OF
THEM HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO ON ANY MATTER
WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE NOTE
OR THE SECURITY DOCUMENTS.




15.
            THE
      AGENTS




15.1           Appointment of
Agents.  Each of the Lenders irrevocably appoints and
authorizes the Agents severally each to take such action as agent on its behalf
and to exercise such powers under this Credit Facility Agreement, the Note and
the Security Documents as are delegated to such Agent by the terms hereof and
thereof.  No Agent nor any of their respective directors, officers,
employees or agents shall be liable for any action taken or omitted to be taken
by it or them under this Credit Facility Agreement, the Note or the Security
Documents or in connection therewith, except for its or their own gross
negligence or willful misconduct.  No party to this Credit Facility
Agreement (other than the respective Agent) may take any action or institute any
proceeding against any current or former director, officer, employee or agent of
such Agent in respect of any claim it may have against
such Agent or in respect of any act or omission of any kind by that current or
former director, officer, employee or agent in relation to this Credit Facility
Agreement, the Note, any Security Document or any other documents in connection
therewith, and any current or former director, officer, employee or agent of the
Agents may rely on this Section 15.1.




15.2           Security Trustee as
Trustee.  Each of the Lenders irrevocably appoints the Security
Trustee as trustee on its behalf with regard to (i) the security, powers,
rights, titles, benefits and interests (both present and future) constituted by
and conferred on the Lenders or any of them or for the benefit thereof under or
pursuant to this Credit Facility Agreement, the Note or any of the Security
Documents (including, without limitation, the benefit of all covenants,
undertakings, representations, warranties and obligations given, made or
undertaken to any Lender in the Agreement, the Note or any Security
Document),  (ii) all moneys, property and other assets paid or
transferred to or vested in any Lender or any agent of any Lender or received or
recovered by any Lender or any agent of any Lender pursuant to, or in connection
with, this Credit Facility Agreement, the Note or the Security Documents whether
from any Security Party or any other person and (iii) all money, investments,
property and other assets at any time representing or deriving from any of the
foregoing, including all interest, income and other sums at any time received or
receivable by any Lender or any agent of any Lender in respect of the same (or
any part thereof).  The Security Trustee hereby accepts such
appointment.




15.3           Distribution of
Payments.  Whenever any payment is received by the
Administrative Agent from the Borrowers or any other Security Party for the
account of the Lenders, or any of them, whether of principal or interest on the
Note, commissions, fees under Section 13 or otherwise, it will thereafter
cause to be distributed on the same day if received before 3 p.m. Hamburg
time, or




47






15.4           Holder of Interest in
Note.  The Agents may treat each Lender as the holder of all of
the interest of such Lender in the Note.




15.5           No Duty to Examine,
Etc.  The Agents shall not be under a duty to examine or pass
upon the validity, enforceability, sufficiency, effectiveness or genuineness of
any of this Credit Facility Agreement, the Note, the Security Documents or any
instrument, document or communication furnished pursuant to this Credit Facility
Agreement or in connection therewith or in connection with the Note or any
Security Document, and the Agents shall be entitled to assume that the same are
valid, effective and genuine, have been signed or sent by the proper parties and
are what they purport to be. Nothing contained in this Credit Facility Agreement
shall oblige any Agent to carry out any "know your customer" or other checks in
relation to any person on behalf of any Lender and each Lender confirms to the
Agents that it is solely responsible for such checks and may not rely on any
statement in relation thereto made by any Agent.


15.6           Agents as
Lenders.  With respect to that portion of the Facility made
available by it, each Agent shall have the same rights and powers hereunder as
any other Lender and may exercise the same as though it were not an Agent, and
the term “Lender” or “Lenders” shall include each Agent in its capacity as a
Lender.  Each Agent and its affiliates may accept deposits from, lend
money to and generally engage in any kind of business with, the Borrowers and
the other Security Parties, as if it was not an Agent.




15.7           Acts of the
Agents.  Each Agent shall have duties and reasonable
discretion, and shall act as follows:




(a)           Obligations of the
Agents.  The obligations of each Agent under this Credit
Facility Agreement, under the Note and under the Security Documents are only
those expressly set forth herein and therein.




(b)           No Duty to
Investigate.  No Agent shall at any time be under any duty to
investigate whether an Event of Default, or an event which, with the giving of
notice or lapse of time, or both, would constitute an Event of Default, has
occurred or to investigate the performance of this Credit Facility Agreement,
the Note or any Security Document by any Security Party.




(c)           Discretion of the
Agents.  Each Agent shall be entitled to use its discretion
with respect to exercising or refraining from exercising any rights which may be
vested in it by, and with respect to taking or refraining from taking any action
or actions which it may be able to take under or in respect of, this Credit
Facility Agreement, the Note and the Security Documents, unless the
Administrative Agent shall have been instructed by the Majority Lenders to
exercise such rights or to take or refrain from taking such action; provided, however, that no
Agent shall be required to




48






(d)           Instructions of Majority
Lenders.  Each Agent shall in all cases be fully protected in
acting or refraining from acting under this Credit Facility Agreement, under the
Note, or under any Security Document in accordance with the instructions of the
Majority Lenders, and any action taken, or failure to act pursuant to such
instructions, shall be binding on all of the Lenders any instructions given
by the Majority Lenders will be binding on all of the Lenders.




(e)           Power of
Attorney.  Each Agent has the right to delegate by power of
attorney or otherwise to any person or persons all or any of the rights, trusts,
powers, authorities and discretions vested in it by this Agreement or any other
agreement relating hereto on such terms and conditions as such Agent shall think
fit and such Agent shall not be bound to supervise the proceedings or be in any
way responsible for any loss incurred by reason of any misconduct or default on
the part of any such delegate or sub-delegate provided that such Agent shall
have acted reasonably in making such delegation to such delegate and such Agent
shall promptly give notice to each of the Lenders of the appointment of any
delegate or such delegate as aforesaid.




15.8           Certain
Amendments.  Neither this Credit Facility Agreement, the Note
nor any of the Security Documents nor any terms hereof or thereof may be amended
unless such amendment is approved by the Borrowers and the Majority Lenders,
provided that no such amendment shall, without the written consent of each
Lender affected thereby, (i)  reduce the interest rate or extend the time
of a scheduled payment of principal or interest or fees on the Facility, or
reduce the principal amount of the Facility or any fees hereunder,
(ii) increase or decrease the Commitment of any Lender or subject any
Lender to any additional obligation (it being understood that a waiver of any
Event of Default, other than a payment default, or any mandatory repayment of
Facility shall not constitute a change in the terms of any Commitment of any
Lender), (iii) amend, modify or waive any provision of this Section 15.8,
(iv) amend the definition of Majority Lenders or any other definition
referred to in this Section 15.8, (v) consent to the assignment or transfer
by the Borrowers of any of their rights and obligations under this Credit
Facility Agreement, (vi) accept payment for the obligations of the Security
Parties under this Credit Facility Agreement in any currency other than Dollars,
(vii) waive the requirements regarding the delivery of audited financial
statements under Section 9.1(d), (viii) release any Security Party from any
of its obligations under any Security Document except as expressly provided
herein or in such Security Document or (vii) amend any provision relating
to the maintenance of collateral under Section 9.4; provided, further, that
approval by all Lenders shall be required for any amendment or waivers with
respect to Section 5.3 of this Credit Facility Agreement.  All
amendments approved by the Majority Lenders under this Section 15.8 must be
in writing and signed by the Borrowers, each of the Lenders comprising the
Majority Lenders and, if applicable, each Lender affected thereby and any such
amendment shall be binding on all the Lenders; provided, however, that any
amendments or waivers with respect to Section 5.3 of this Credit Facility
Agreement must be in writing and signed by the Borrowers and all of the
Lenders.






49




15.9           Assumption re Event of
Default.  Except as otherwise provided in Section 15.15,
the Administrative Agent shall be entitled to assume that no Event of Default,
or event which with the giving of notice or lapse of time, or both, would
constitute an Event of Default, has occurred and is continuing, unless the
Administrative Agent has been notified by any Security Party of such fact, or
has been notified by a Lender that such Lender considers that an Event of
Default or such an event (specifying in detail the nature thereof) has occurred
and is continuing.  In the event that the Administrative Agent shall
have been notified, in the manner set forth in the preceding sentence, by any
Security Party or any Lender of any Event of Default or of an event which with
the giving of notice or lapse of time, or both, would constitute an Event of
Default, the Administrative Agent shall notify the Lenders and shall take action
and assert such rights under this Credit Facility Agreement, under the Note and
under Security Documents as the Majority Lenders shall request in
writing.




15.10         Limitations of
Liability.  Neither any Agent nor any of the Lenders shall be
under any liability or responsibility whatsoever:




(a)           to
any Security Party or any other person or entity as a consequence of any failure
or delay in performance by, or any breach by, any other Lenders or any other
person of any of its or their obligations under this Credit Facility Agreement
or under any Security Document;




(b)           to
any Lender or Lenders as a consequence of any failure or delay in performance
by, or any breach by, any Security Party of any of its respective obligations
under this Credit Facility Agreement, under the Note or under the Security
Documents; or




(c)           to
any Lender or Lenders for any statements, representations or warranties
contained in this Credit Facility Agreement, in any Security Document or in any
document or instrument delivered in connection with the transaction hereby
contemplated; or for the validity, effectiveness, enforceability or sufficiency
of this Credit Facility Agreement, the Note, any Security Document or any
document or instrument delivered in connection with the transactions hereby
contemplated.




15.11         Indemnification of the
Agents.  The Lenders agree to indemnify each Agent (to the
extent not reimbursed by the Security Parties or any thereof), pro rata
according to the respective amounts of their Commitments, from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever (including legal fees and expenses incurred in investigating claims
and defending itself against such liabilities) which may be imposed on, incurred
by or asserted against, such Agent in any way relating to or arising out of this
Credit Facility Agreement, the Note or any Security Document, any action taken
or omitted by such Agent thereunder or the preparation, administration,
amendment or enforcement of, or waiver of any provision of, this Credit Facility
Agreement, the Note or any Security Document, except that no Lender shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from such Agent's gross negligence or willful misconduct.




15.12         Consultation with
Counsel.  Each of the Agents may consult with legal counsel
reasonably selected by such Agent and shall not be liable for any action taken,
permitted or omitted by it in good faith in accordance with the advice or
opinion of such counsel.








50


15.13         Resignation.  Any
Agent may resign at any time by giving thirty (30) days' written notice thereof
to the other Agents, the Lenders and the Borrowers.  Upon any such
resignation, the Lenders shall have the right to appoint a successor
Agent.  If no successor Agent shall have been so appointed by the
Lenders and shall have accepted such appointment within thirty (30) days after
the retiring Agent's giving notice of resignation, then the retiring Agent may,
on behalf of the Lenders, appoint a successor Agent which shall be a bank or
trust company of recognized standing.  Any resignation by an Agent
pursuant to this Section 15.13 shall be effective only upon the appointment of a
successor Agent. After any retiring Agent's resignation as Agent hereunder, the
provisions of this Section 15 shall continue in effect for its benefit with
respect to any actions taken or omitted by it while acting as
Agent.




15.14         Representations of
Lenders.  Each Lender represents and warrants to each other
Lender and each Agent that:




(a)           in
making its decision to enter into this Credit Facility Agreement and to make its
Commitment available hereunder, it has independently taken whatever steps it
considers necessary to evaluate the financial condition and affairs of the
Security Parties, that it has made an independent
credit judgment and that it has not relied upon any statement, representation or
warranty by any other Lender or any Agent; and




(b)           so
long as any portion of its Commitment remains outstanding, it will continue to
make its own independent evaluation of the financial condition and affairs of
the Security Parties.




15.15         Notification of Event of
Default.  The Administrative Agent hereby undertakes to
promptly notify the Lenders, and the Lenders hereby promptly undertake to notify
the Administrative Agent and the other Lenders, of the existence of any Event of
Default, which shall have occurred and be continuing, of which the
Administrative Agent or Lender has actual knowledge which, for purposes of this
Section 15.15, shall mean the actual knowledge of an officer having
responsibility for the transactions contemplated by this Credit Facility
Agreement.




15.16         No Agency or Trusteeship if
not Syndicated.  Unless and until the Loan is syndicated or at
any other time HSH is the only Lender, all references to the terms “Agent” and
“Security Trustee” shall be deemed to be references to HSH as Lender and not as
agent or security trustee.




15.17         Nature of
Duties.  The Agents shall have no duties or responsibilities
except those expressly set forth in this Agreement and the Security
Documents.  Neither the Agents nor any of their respective officers,
directors, agents, employees or affiliates shall be liable for any action taken
or omitted by it or them hereunder or under any of the Security Documents or in
connection herewith or therewith, unless caused by such Person’s gross
negligence or willful misconduct (any such liability limited to the applicable
Agent to whom such Person relates).  The duties of each of the Agents
shall be mechanical and administrative in nature; neither of the Agents shall
have by reason of this Credit Facility Agreement or any of the Security
Documents, any fiduciary relationship in respect of any Lender or the holder or
any Note; and nothing in this Credit Facility Agreement or any of the Security
Documents, expressed or implied, is intended to or shall be construed as to
impose upon either of the Agents any obligations in respect of this Credit
Facility Agreement or any of the Security Documents except as expressly set
forth herein or therein.






51




15.18         Delegation of
Power.  The Agents shall be entitled at any time and as often
as may be expedient to delegate all or any of the powers and discretions vested
in it by this Credit Facility Agreement and each of the Security Documents in
such manner and upon such terms and to such persons as the Agents in their
absolute discretion may deem advisable.




16.
            NOTICES AND
      DEMANDS




16.1           Notices.  All
notices, requests, demands and other communications to any party hereunder shall
be in writing (including prepaid overnight courier, facsimile transmission or
similar writing) and shall be given to the Borrowers at the address or facsimile
number set forth below and to the Lenders and the Agents at their address and
facsimile numbers set forth in Schedule 1 or at such other address or
facsimile numbers as such party may hereafter specify for the purpose by notice
to each other party hereto.  Each such notice, request or other
communication shall be effective (i) if given by facsimile, within two (2)
hours of the dispatch of notice (provided that if the date of dispatch of notice
is not a Banking Day in the country of the party receiving the notice, or the
time of
dispatch of notice is after the close of business in the country of the party
receiving the notice, it shall be effective at the opening of business on the
next business day, or (ii) if given by mail, prepaid overnight courier or
any other means, when received at the address specified in this Section or when
delivery at such address is refused.




If to the
Borrowers:




c/o Top Tanker Management
Inc.


1
Vassillissis Sofias Str. & Meg. Alexandrou Str.


151 24,
Maroussi, Greece







17.
            MISCELLANEOUS




17.1           Time of
Essence.  Time is of the essence with respect to this Credit
Facility Agreement but no failure or delay on the part of any Lender or any
Agent to exercise any power or right under this Credit Facility Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise by any
Lender or any Agent of any power or right hereunder preclude any other or
further exercise thereof or the exercise of any other power or
right.  The remedies provided herein are cumulative and are not
exclusive of any remedies provided by law.




17.2           Unenforceable, etc.,
Provisions–Effect.  In case any one or more of the provisions
contained in this Credit Facility Agreement, the Note or in any Security
Document would, if given effect, be invalid, illegal or unenforceable in any
respect under any law applicable in any relevant jurisdiction, said provision
shall not be enforceable against the relevant Security Party, but the validity,
legality and enforceability of the remaining provisions herein or therein
contained shall not in any way be affected or impaired thereby.




17.3           References.  References
herein to Sections, Exhibits and Schedules are to be construed as references to
sections of, exhibits to, and schedules to, this Credit Facility Agreement,
unless the context otherwise requires.








52




17.4           Further
Assurances.  Each of the Borrowers agrees that if this Credit
Facility Agreement or any Security Document shall, in the reasonable opinion of
the Lenders, at any time be deemed by the Lenders for any reason insufficient in
whole or in part to carry out the true intent and spirit hereof or thereof, it
will execute or cause to be executed such other and further assurances and
documents as in the opinion of the Lenders may be required in order to more
effectively accomplish the purposes of this Credit Facility Agreement, the Note
or any Security Document.




17.5           Prior Agreements,
Merger.  Any and all prior understandings and agreements
heretofore entered into between the Security Parties on the one part, and the
Agents or the Lenders, on the other part, whether written or oral, other than
the Fee Letter, are superseded by and merged into this Credit Facility Agreement
and the other agreements (the forms of which are exhibited hereto) to be
executed and delivered in connection herewith to which the Security Parties, the
Agents and/or the Lenders are parties, which alone fully and completely express
the agreements between the Security Parties, the Agents and the Lenders.




17.6           Entire Agreement;
Amendments.  This Credit Facility Agreement constitutes the
entire agreement of the parties hereto, including all parties added hereto
pursuant to an Assignment and Assumption Agreement.   Subject to
Section 15.8, any provision of this Credit Facility Agreement, the Note or any
Security Document may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Borrowers, the Agents and the Majority
Lenders.  This Credit Facility Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute one and the same
instrument.




17.7           Indemnification.  Each
of the Borrowers and, by its execution and delivery of the Consent and Agreement
set forth below, the Guarantor, jointly and severally agree to indemnify each
Lender and each Agent, their respective successors and assigns, and their
respective officers, directors, employees, representatives and agents (each an
“Indemnitee”) from, and hold each of them harmless against, any and all losses,
liabilities, claims, damages, expenses, obligations, penalties, actions,
judgments, suits, costs or disbursements of any kind or nature whatsoever
(including, without limitation, the fees and disbursements of counsel for such
Indemnitee in connection with any investigative, administrative or judicial
proceeding commenced or threatened, whether or not such Indemnitee shall be
designated a party thereto) that may at any time (including, without limitation,
at any time following the payment of the obligations of the Borrowers hereunder)
be imposed on, asserted against or incurred by, any Indemnitee as a result of,
or arising out of or in any way related to or by reason of, (a) any
violation by any Security Party (or any charterer or other operator of any
Vessel) of any applicable Environmental Law, (b) any Environmental Claim
arising out of the management, use, control, ownership or operation of property
or assets by any Security Party (or, after foreclosure, by any Lender or any
Agent or any of their respective successors or assigns), (c) the breach of
any representation, warranty or covenant set forth in Sections 2.1 (p) or
9.1(l), (d) the Facility (including the use of the proceeds of the Facility
and any claim made for any brokerage commission, fee or compensation from any
Person), or (e) the execution, delivery, performance or non-performance of
this Credit Facility Agreement, the Note, any Security Document, or any of the
documents referred to herein or contemplated hereby (whether or not the
Indemnitee is a party thereto).  If and to the extent that the
obligations of the Security Parties under this Section are unenforceable for any
reason, the Borrowers and, by its execution and delivery of the Consent and
Agreement set forth below, the Guarantor, jointly and severally agree to make
the maximum contribution to the payment and satisfaction of such obligations
which is permissible




53








17.8           Headings.  In
this Credit Facility Agreement, section headings are inserted for convenience of
reference only and shall not be taken into account in the interpretation of this
Credit Facility Agreement.




17.9           Waiver of
Immunity.  TO THE EXTENT THAT ANY SECURITY PARTY HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM SUIT, JURISDICTION OF ANY COURT OR ANY
LEGAL PROCESS (WHETHER THROUGH ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID
OF EXECUTION, EXECUTION OF A JUDGMENT, OR FROM ANY OTHER LEGAL PROCESS OR
REMEDY) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH SECURITY PARTY HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY
IN RESPECT OF ITS OBLIGATIONS UNDER THIS CREDIT FACILITY AGREEMENT AND THE OTHER
SECURITY DOCUMENTS.

















54


IN
WITNESS whereof, the parties hereto have caused this Credit Facility Agreement
to be duly executed by their duly authorized representatives as of the day and
year first above written.




JEKE SHIPPING COMPANY
LIMITED





By: /s/ Gary Wolfe


Name: Gary Wolfe


Title: 
Attorney-in-Fact








NOIR SHIPPING S.A.





By: /s/ Gary Wolfe
 Name: Gary Wolfe
 Title: 
Attorney-in-Fact





AMALFI SHIPPING COMPANY
LIMITED




By:/s/ Gary Wolfe
 Name: Gary Wolfe
 Title: 
Attorney-in-Fact





HSH NORDBANK AG,


as
Mandated Lead Arranger, Underwriter,


Administrative
Agent and Security Trustee






By: /s/Amanda K. Brown
 Name:  Amanda K.
Brown
 Title: 
Attorney-in-Fact


HSH NORDBANK AG
  By: /s/Amanda K. Brown
 Name:  Amanda K.
Brown
 Title: 
Attorney-in-Fact








CONSENT AND
AGREEMENT




The
undersigned, referred to in the foregoing Credit Facility Agreement as the
“Guarantor”, hereby consents and agrees to said Credit Facility Agreement and to
the documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the
undersigned pursuant to or in connection with said Credit Facility Agreement and
agrees particularly to be bound by the representations, warranties and covenants
relating to the undersigned contained in Sections 2 and 9 of said Credit
Facility Agreement to the same extent as if the undersigned were a party to said
Credit Facility Agreement, and expressly agrees to the grant of a security
interest in favor of the Security Trustee pursuant to Section 9.1(q) of
said Credit Facility Agreement.









TOP
      TANKERS INC.By:/s/ Gary Wolfe


Name: 
      Gary Wolfe


Title: 
      Attorney-in-Fact





















Schedule
1







Lenders
            
            CommitmentHSH
      Nordbank AG
              Gerhart-Hauptmann-Platz
      50
              20095
      Hamburg, Germany
              Attn:
      Shipping, Greek Clients
              Fax:  +
      49 40 3333 34118
            
            $95,000,000Agents
              
              HSH
      Nordbank AG
              Gerhart-Hauptmann-Platz
      50
              20095
      Hamburg, Germany
              Attn:
      Shipping, Greek Clients
              Fax:  +
      49 40 3333 34118





Schedule
2





THE
VESSELS







Name of Vessel
                  Owner
                  Official Number
                  
                  IMO Number
                  
                  Flag
                  
                  DWT
                  
                  Year BuiltVOC
      GALLANT
                  Jeke
      Shipping Company Limited
                  
                  
                  
                  9257072
                  
                  Liberia
                  
                  
                  51,201
                  
                  2002SALMAS
      (tbr BERTRAM)
                  Noir
      Shipping S.A.
                  
                  
                  
                  9087269
                  
                  Marshall
      Islands
                  
                  
                  73,506
                  
                  1995OCEAN
      SPIRIT (tbr AMALFI)
                  Amalfi
      Shipping Company Limited
                  
                  
                  
                  9218337
                  
                  Marshall
      Islands
                  
                  
                  45,526
                  
                  2000

















Schedule
3





Indebtedness of each
Security Party as ofSeptember__,
2007