Private & Confidential

                             DATED 21 DECEMBER 2005

                                   ----------

                                 US$649,000,000

                              FACILITIES AGREEMENT
                                       FOR
                          NAVIOS MARITIME HOLDINGS INC.

                                   ARRANGED BY
                                 HSH NORDBANK AG
                            AS MANDATED LEAD ARRANGER

                                      WITH

                                 HSH NORDBANK AG
                                 ACTING AS AGENT

                                       AND

                                 HSH NORDBANK AG
                            ACTING AS SECURITY AGENT

                                                              [NORTON ROSE LOGO]



                                    CONTENTS

CLAUSE                                                                      PAGE
------                                                                      ----
 1   Definitions and Interpretation......................................      1
SECTION 2 : THE FACILITIES...............................................     40
 2   The Facilities......................................................     40
 3   Purpose.............................................................     41
 4   Conditions of Utilisation...........................................     41
SECTION 3 : UTILILSATION.................................................     43
 5   Utilisation.........................................................     43
SECTION 4 : REPAYMENT, PREPAYMENT AND CANCELLATION.......................     46
 6   Repayment...........................................................     46
 7   Illegality, Voluntary Prepayment and Cancellation...................     52
 8   Mandatory Prepayment................................................     53
 9   Restrictions........................................................     63
SECTION 5 : COSTS OF UTILISATION.........................................     65
10   Interest............................................................     65
11   Interest Periods....................................................     66
12   Changes to the Calculation of Interest..............................     67
13   Fees................................................................     68
SECTION 6 : ADDITIONAL PAYMENT OBLIGATIONS...............................     69
14   Tax Gross Up and Indemnities........................................     69
15   Increased Costs.....................................................     71
16   Other Indemnities...................................................     72
17   Mitigation by the Finance Parties...................................     73
18   Costs and Expenses..................................................     74
SECTION 7 : ACCOUNTS.....................................................     75
19   Accounts............................................................     75
SECTION 8 : REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT..........     78
20   Representations.....................................................     78
21   Information Undertakings............................................     87
22   Financial Covenants.................................................     93



23   General Undertakings................................................     98
24   Events of Default...................................................    115
SECTION 9 : CHANGES TO THE PARTIES.......................................    121
25   Changes to the Lenders..............................................    121
26   Matters concerning the Obligors.....................................    125
SECTION 10 : THE FINANCE PARTIES.........................................    128
27   Role of the Agent, the Arranger and others..........................    128
28   Conduct of Business by the Finance Parties..........................    137
29   Sharing Among the Finance Parties...................................    138
SECTION 11 : ADMINISTRATION..............................................    140
30   Payment Mechanics...................................................    140
31   Set-off.............................................................    142
32   Notices.............................................................    142
33   Calculations and Certificates.......................................    144
34   Partial Invalidity..................................................    144
35   Remedies and Waivers................................................    144
36   Amendments and Waivers..............................................    145
37   Counterparts........................................................    146
38   Publicity...........................................................    146
39   Patriot Act Notice..................................................    146
SECTION 12 : GOVERNING LAW AND ENFORCEMENT...............................    147
40   Governing Law.......................................................    147
41   Jurisdiction........................................................    147
42   Service of process..................................................    147

Schedule 1 The Original Parties..........................................    148
Schedule 2 The Ships.....................................................    153
Schedule 3 Conditions Precedent..........................................    155
Schedule 4 Requests......................................................    172
Schedule 5 Mandatory Cost Formula........................................    174
Schedule 6 Form of Transfer Certificate..................................    176
Schedule 7 Form of Resignation Letter....................................    178



Schedule 8 Form of Compliance Certificate................................    179
Schedule 9 LMA Form of Confidentiality Undertaking.......................    180
Schedule 10 Timetables...................................................    183
Schedule 11 The Group including the Target Group.........................    184
Schedule 12 Form of Hedge Counterparty Accession Letter..................    185
Schedule 13 Form of Trust Deed...........................................    186



THIS AGREEMENT is dated 21 December 2005 and made between:

(1)  NAVIOS MARITIME HOLDINGS INC. as the Borrower;

(2)  HSH NORDBANK AG as mandated lead arranger (the "ARRANGER");

(3)  THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original
     Parties) as lenders (the "ORIGINAL LENDERS");

(4)  HSH NORDBANK AG as agent of the other Finance Parties (the "AGENT");

(5)  HSH NORDBANK AG as Security Agent for the Secured Parties (the "SECURITY
     AGENT"); and

(6)  HSH NORDBANK AG as the original hedge counterparty (the "ORIGINAL HEDGE
     COUNTERPARTY").

IT IS AGREED as follows:

                            SECTION 1: INTERPRETATION

1    DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     In this Agreement:

     "ACCEPTABLE BANK" means:

     (a)  a bank or financial institution which has a rating for its long-term
          unsecured and non credit-enhanced debt obligations of A or higher by
          Standard & Poor's Rating Services or Fitch Ratings Ltd or A2 or higher
          by Moody's Investor Services Limited or a comparable rating from an
          internationally recognised credit rating agency; or

     (b)  any other bank or financial institution approved by the Agent.

     "ACCOUNT LETTERS OF UNDERTAKING" means, together, certain letters of
     undertaking executed or (as the context may require) to be executed by
     certain members of the Group in respect of (a) certain Permitted Existing
     Accounts held by such members of the Group with HSBC Bank in Greece and (b)
     the CNSA Account held with Banco de la Republica Oriental del Uruguay in
     Uruguay and "ACCOUNT LETTER OF UNDERTAKING" means any of them.

     "ACCOUNT PLEDGES" means, together, the CNSA Account Pledges, the HSH
     Hamburg Account Pledge, the Wachovia Deposit Account Security Agreement,
     the HSH London Account Charge, the Greek Account Pledges and any other
     Security over the Permitted Existing Accounts and "ACCOUNT PLEDGE" means
     any of them.

     "ACCOUNTANTS' REPORT" means the report by Ernst & Young dated 28 February
     2005 relating to the Target and its Subsidiaries prior to the Completion.

     "ACCOUNTING PRINCIPLES" means:

     (a)  US GAAP as adopted in the Original Financial Statements delivered
          pursuant to Part I of Schedule 3 (Conditions Precedent); or

     (b)  where any change in (a) has been agreed under clause 21.3.2(c)
          (Requirements as to Financial Statements) such accounting principles,
          standards, practices and bases as have been so agreed.

     "ACCOUNTING REFERENCE DATE" means 31 December.

     "ACCOUNTS" means the HSH Accounts, the CNSA Accounts, the Wachovia Accounts
     and the Permitted Existing Accounts.


                                        1



     "ACQUISITION" means the acquisition by the Borrower of the Target Shares on
     the terms of the Acquisition Documents.

     "ACQUISITION AGREEMENT" means the stock purchase agreement dated 28
     February 2005 relating to the sale and purchase of the Target Shares and
     made between the Target, the Vendors, Robert Shaw and Bruce Hoag as the
     Vendor's agent and ISE.

     "ACQUISITION COSTS" means all fees, costs and expenses, stamp, registration
     and other Taxes incurred by ISE or any other member of the Group in
     connection with the Acquisition or the Transaction Documents.

     "ACQUISITION DOCUMENTS" means the Acquisition Agreement and any other
     document designated as an "ACQUISITION DOCUMENT" by the Agent and the
     Borrower.

     "ACT" means the Companies Act 1985, as amended.

     "ADDITIONAL COLLATERAL OWNER" means each member of the Group which is or is
     to become (pursuant to the relevant Purchase Option MOA or (as the case may
     be) the relevant MOA) the registered owner of an Additional Collateral Ship
     and "ADDITIONAL COLLATERAL OWNERS" means any or all of them.

     "ADDITIONAL COLLATERAL SHIP" means:

     (a)  each of the motor vessels listed in rows 7, 10, 11, 13, 14 and 15 of
          Schedule 2 (The Ships) (being, on the date of this Agreement,
          Chartered Ships); and

     (b)  each of the motor vessels listed in rows 27 to 30 (inclusive) of
          Schedule 2 (The Ships) (being the MOA Ships),

     each indicated as a vessel to be purchased by the member of the Group
     specified opposite such Additional Collateral Ship and, in relation to a
     Facility (and the Facility Loan or Facility Loans relating to such
     Facility), it means the Additional Collateral Ship opposite the name of
     which that Facility is specified in the relevant column of Schedule 2 (The
     Ships), and "ADDITIONAL COLLATERAL SHIPS" means any or all of them.

     "ADDITIONAL COST RATE" has the meaning given to it in Schedule 5 (Mandatory
     Cost Formula).

     "ADDITIONAL SECURITY PROVIDER" means a company which becomes a Security
     Provider in accordance with clause 23.32 (Security Providers) or clause
     26.2 (Additional Security Providers).

     "AFFILIATE" means in relation to any person, (a) any person which Controls
     such first person or which is under common Control with such first person
     or (b) any person who is a director or officer (i) of such first person, or
     (ii) of any person described in (a) above, where, for the purposes of this
     definition the reference in the definition of "Control" to 50 per cent.
     shall be deemed to be 25 per cent..

     "AGENCY AGREEMENT" means, in relation to each Charter Company (other than
     Hestia Shipping Ltd.), the agency agreement entered into or (as the context
     may require) to be entered into between the relevant Charter Company and
     the Security Agent and "AGENCY AGREEMENTS" means any or all of them.

     "ANEMOS GUARANTEE" means the guarantee, in the agreed form, executed or (as
     the context may require) to be executed by Anemos Maritime Holdings Inc. in
     favour of the Security Agent.

     "ANNUAL FINANCIAL STATEMENTS" has the meaning given to it in clause 21
     (Information Undertakings).

     "APPROVED BROKER" means each of Arrow Research Ltd. of London, England,
     Astrup Fearnley A/S of Oslo, Norway, H Clarkson & Company Ltd. of London,
     England, Maersk Broker K/S of Copenhagen, Denmark, and Simpson Spence &
     Young Ltd. of London, England and any other ship brokers nominated by the
     Agent from time to time and includes their respective successors in title
     and "APPROVED BROKERS" means any or all of them.

     "ASSIGNMENT OF TERMINAL INSURANCES" means each assignment, in the agreed
     form, executed or (as the context may require) to be executed by any of
     Navios Corporation or any other member of the


                                        2



     Group in favour of the Security Agent in respect of its rights under
     certain of the insurances over the Terminal and "ASSIGNMENTS OF TERMINAL
     INSURANCES" means any or all of them.

     "AUDITORS" means the auditors for the time being of the Group being
     PricewaterhouseCoopers or such other firm approved in advance by the Agent
     (such approval not to be unreasonably withheld or delayed).

     "AUTHORISATION" means an authorisation, consent, approval, resolution,
     licence, exemption, filing, notarisation or registration.

     "AVAILABILITY PERIOD" means, in relation to each Facility, the period from
     and including the date of this Agreement to and including:

     (a)  in respect of any of Facility A, Facility B1, Facility B2, Facility
          B3, Facility C1, Facility C2, Facility D1, Facility D2, Facility D3
          and Facility D4, 31 January 2006; or

     (b)  in respect of either of Facility C3 and Facility C4, 28 February 2006;
          or

     (c)  in respect of either of Facility C5 and Facility C6, 30 April 2006,

     or, in each such case, such longer period as the Lenders may in their sole
     discretion determine.

     "AVAILABLE COMMITMENT" means, in relation to a Facility, a Lender's
     Commitment under that Facility minus:

     (a)  the amount of its participation in any outstanding Loans under that
          Facility; and

     (b)  in relation to any proposed Loan, the amount of its participation in
          any other Loans that are due to be made under that Facility on or
          before the Utilisation Date for that proposed Loan.

     "AVAILABLE FACILITY" means, in relation to a Facility, the aggregate for
     the time being of each Lender's Available Commitment in respect of that
     Facility.

     "BASE CASE MODEL" means the financial model including profit and loss,
     balance sheet and cashflow projections in agreed form relating to the
     Group.

     "BORROWER" means Navios Maritime Holdings Inc., a corporation incorporated
     in the Marshall Islands.

     "BORROWINGS" has the meaning given to that term in clause 22.1 (Financial
     definitions).

     "BREAK COSTS" means the amount (if any) by which:

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

     exceeds:

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

     "BUDGET" means, in relation to any period, any budget delivered by the
     Borrower to the Agent in respect of that period pursuant to clause 21.4
     (Budget), prepared in accordance with the terms of clause 21.4.3 (Budget).

     "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which banks
     are open for general business in Athens, Hamburg, London and New York City
     and in such other relevant locations as the Agent may notify to the
     Borrower.


                                        3



     "BUSINESS PLAN" means the business plan setting out the strategy and future
     expectations and intentions for the Borrower and the Group, in the agreed
     form, prepared by the Borrower.

     "CAPITAL EXPENDITURE" has the meaning given to that term in clause 22.1
     (Financial definitions).

     "CASH EQUIVALENT INVESTMENTS" means at any time:

     (a)  certificates of deposit maturing within one year after the relevant
          date of calculation and issued by an Acceptable Bank;

     (b)  any investment in marketable debt obligations issued or guaranteed by
          the government of the United States, the United Kingdom, any member
          state of the European Economic Area or any Participating Member State
          or by an instrumentality or agency of any of them having an equivalent
          credit rating, maturing within one year after the relevant date of
          calculation and not convertible or exchangeable to any other security;

     (c)  commercial paper not convertible or exchangeable to any other
          security:

          (i)  for which a recognised trading market exists;

          (ii) issued by an issuer incorporated in the United States, the United
               Kingdom, any member of the European Economic Area or any
               Participating Member State;

          (iii) which matures within one year after the relevant date of
               calculation; and

          (iv) which has a credit rating of either A-1 or higher by Standard &
               Poor's Rating Services or Fitch Ratings Ltd or P-1 or higher by
               Moody's Investor Services Limited, or, if no rating is available
               in respect of the commercial paper, the issuer of which has, in
               respect of its long-term unsecured and non-credit enhanced debt
               obligations, an equivalent rating;

     (d)  any investment accessible within 30 days in money market funds which
          have a credit rating of either A-1 or higher by Standard & Poor's
          Rating Services or Fitch Rating Ltd or P-1 or higher by Moody's
          Investor Services Limited and which invest substantially all their
          assets in securities of the types described in sub-paragraphs (a) to
          (c) above; or

     (e)  any other debt security approved by the Agent,

     in each case, to which any member of the Group is beneficially entitled at
     that time and which is not issued or guaranteed by any member of the Group
     or subject to any Security (other than one arising under the Transaction
     Security Documents).

     "CHARGED PROPERTY" means all of the assets of the Obligors which from time
     to time are, or are expressed to be, the subject of the Transaction
     Security.

     "CHARTER" means each of the time charter contracts identified in schedule
     3.16 to the Acquisition Agreement and any other time charter in existence
     at the date of this Agreement, each having a term which exceeds or by
     virtue of any optional extension therein contained may exceed 11 months
     from the Closing Date or from the first Utilisation Date, and any other
     time charter or bareboat charter contract entered into after the date of
     this Agreement having a term which exceeds or which by virtue of any
     optional extension therein contained may exceed 11 months and which is
     entered into by a member of the Group (whether as a charterer,
     sub-charterer or owner) and "CHARTERS" means any or all of them.

     "CHARTER COMPANIES" means Navios Corporation, Navimax Corporation, Navios
     Handybulk Inc., Navios International Inc. and Hestia Shipping Ltd. and
     "CHARTER COMPANY" means any of them.

     "CHARTER EARNINGS" means, in relation to a Chartered Ship, all moneys
     whatsoever from time to time due and payable to the relevant Obligor
     arising out of the chartering or other employment or utilisation of such
     Chartered Ship including any pool earnings and any damages for breach (or
     payments for variation or termination) of any charterparty or other
     contract for the employment of such Chartered Ship.


                                        4



     "CHARTERED SHIP" means each of the motor vessels listed in Schedule 2 (The
     Ships) indicated as a chartered ship in the relevant column opposite such
     Chartered Ship's name and any other motor vessel taken on charter (whether
     on time, voyage, trip, bareboat or other basis), by any member of the Group
     as charterer from time to time, in each case for so long as such motor
     vessel is not an Owned Ship, and "CHARTERED SHIPS" means any or all of
     them.

     "CHARTERS AND COAS REPORT" means, collectively, the reports in the agreed
     form prepared by Holman, Fenwick & Willan dated 5 July 2005 and 20 December
     2005 and by Burke and Parsons dated 21 February 2005, 16 March 2005 and 19
     December 2005, all of which are addressed to, and/or capable of being
     relied upon by, the Arranger and the other Secured Parties.

     "CLASSIFICATION" means, in relation to each Owned Ship, the highest class
     available to a vessel of such Ship's type with the Classification Society
     of such Ship whether for the purposes of the relevant Transaction Security
     Documents (if any) or otherwise.

     "CLASSIFICATION SOCIETY" means Lloyds Register of Shipping or such other
     classification society being a member of the International Association of
     Classification Societies (or any successor organisation) which the Agent
     shall, at the request of a member of the Group, have agreed in writing
     shall be treated as the Classification Society in relation to the Ship
     owned by such member whether for the purposes of the relevant Transaction
     Security Documents (if any) or otherwise.

     "CLOSING DATE" means 25 August 2005, being the date on which Completion
     occurred.

     "CNSA" means Corporacion Navios Sociedad Anonima of Zona Franca Nueva
     Palmira, Parana s/n, Nueva Palmira, 70101, Departamento de Colonia,
     Uruguay.

     "CNSA ACCOUNT" means each of:

     (a)  the dollar account in the name of CNSA held with Banco de la Republica
          Oriental del Uruguay in Uruguay;

     (b)  the peso account in the name of CNSA held with Citibank in Uruguay;

     (c)  the peso account in the name of CNSA held with C.O.F.A.C. in Uruguay;
          and

     (d)  the dollar account in the name of CNSA held with the Agent in London,

     or such other account or accounts as the Security Agent may agree and "CNSA
     ACCOUNTS" means any or all of them.

     "CNSA ACCOUNT PLEDGE" means, in respect of each of the CNSA Accounts held
     with Citibank and C.O.F.A.C.in Uruguay, the first priority account pledge,
     in the agreed form, executed or (as the context may require) to be executed
     by CNSA in favour of the Security Agent in respect of such CNSA Account and
     "CNSA ACCOUNT PLEDGES" means any or all of them.

     "CNSA ASSETS" means all of CNSA's assets (including the Terminal and any
     plant, buildings, machinery, tools, moveables, lease rights, Intellectual
     Property, insurance proceeds and any other rights) wherever situated.

     "CNSA ASSIGNMENT OF EARNINGS" means the assignment, in the agreed form,
     executed or (as the context may require) to be executed by CNSA in favour
     of the Security Agent in respect of its rights under certain of the
     Terminal Earnings.

     "CNSA ASSIGNMENT OF INSURANCES" means the assignment, in the agreed form,
     executed or (as the context may require) to be executed by CNSA and/or any
     other relevant member of the Group in favour of the Security Agent in
     respect of its rights under certain of the insurances over the Terminal.

     "CNSA GUARANTEE" means the guarantee, in the agreed form, executed or (as
     the context may require) to be executed by CNSA in favour of the Security
     Agent.

     "CNSA QUARTERLY REPORT" means a report in the agreed form detailing the
     performance and operation of CNSA in the period to which such report
     relates.


                                        5



     "CNSA SHARE PLEDGE" means the first priority share pledge, in the agreed
     form, executed or (as the context may require) to be executed by Navios
     Corporation and CNSA in favour of the Security Agent in respect of Navios
     Corporation's shares in CNSA.

     "CODE" means the U.S. Internal Revenue Code of 1986, as amended.

     "COLLATERAL GUARANTEE" means, in relation to each Collateral Ship and its
     Collateral Owner, the corporate guarantee executed or (as the context may
     require) to be executed by the relevant Collateral Owner in favour of the
     Security Agent or (as the case may be) the Secured Parties and "COLLATERAL
     GUARANTEES" means any or all of them.

     "COLLATERAL OWNER" means each Existing Collateral Owner, each Additional
     Collateral Owner and any other registered owner of a Collateral Ship.

     "COLLATERAL SHIP" means each Existing Collateral Ship, each Additional
     Collateral Ship (but only following the Utilisation Date of the Facility
     relating to such Additional Collateral Ship) and each other Owned Ship
     which is or is to be pursuant to the terms of this Agreement, subject to a
     Security in favour of the Security Agent or, as the case may be, the
     Secured Parties as security for the repayment of moneys owing under the
     Finance Documents and "COLLATERAL SHIPS" means any or all of them.

     "COLLATERAL SHIP CHARTER ASSIGNMENT" means, in relation to a Collateral
     Ship, the specific assignment of a charterparty of such Collateral Ship, in
     the agreed form, executed or (as the context may require) to be executed by
     the relevant Collateral Owner in favour of the Security Agent and
     "COLLATERAL SHIP CHARTER ASSIGNMENTS" means any or all of them.

     "COLLATERAL SHIP INSURANCE PROCEEDS" has the meaning given to it in clause
     8.1 (Total Loss/ Sale).

     "COMMITMENT" means a Facility A Commitment or a Facility B1 Commitment or a
     Facility B2 Commitment or a Facility B3 Commitment or a Facility C1
     Commitment or a Facility C2 Commitment or a Facility C3 Commitment or a
     Facility C4 Commitment or a Facility C5 Commitment or a Facility C6
     Commitment or a Facility D1 Commitment or a Facility D2 Commitment or a
     Facility D3 Commitment or a Facility D4 Commitment (as the context may
     require).

     "COMPLETION" means the completion of the Acquisition in accordance with
     section 9 of the Acquisition Agreement.

     "COMPLIANCE CERTIFICATE" means a certificate substantially in the form set
     out in Schedule 8 (Form of Compliance Certificate).

     "COMPULSORY ACQUISITION" means requisition for title or other compulsory
     acquisition, requisition, appropriation, expropriation, deprivation,
     forfeiture or confiscation for any reason of a Ship or the Terminal by any
     Government Entity or other competent authority, whether de jure or de
     facto, but shall exclude requisition for use of hire not involving
     requisition of title.

     "CONFIDENTIALITY UNDERTAKING" means a confidentiality undertaking
     substantially in a recommended form of the LMA as set out in Schedule 9
     (LMA Form of Confidentiality Undertaking) or in any other form agreed
     between the Borrower and the Agent.

     "CONFIRMATION" means the deed of confirmation from the Borrower
     substantially in the form set out in Part VI of Schedule 3 (Form of Deed of
     Confirmation in relation to ISE-Navios Merger).

     "CONSTITUTIONAL DOCUMENTS" means in respect of a person (other than a
     natural person), such person's memorandum and articles of association,
     articles of incorporation, certificate of incorporation, by-laws, extracts
     from public registers, company statute or other organisational or
     constitutive instruments or governance rules, including those relating to
     an Obligor delivered pursuant to Schedule 3 (Conditions Precedent).

     "CONTRACT OF AFFREIGHTMENT" means each of the contracts of affreightment
     listed in schedule 3.16 to the Acquisition Agreement and any other
     contracts of affreightment in existence at the date of this Agreement, each
     having a term which exceeds or by virtue of any optional extension therein
     contained may exceed 11 months from the Closing Date or the first
     Utilisation Date, and any other contract of affreightment entered into
     after the date of this Agreement having a term which exceeds or by virtue
     of


                                        6



     any optional extension therein contained may exceed 11 months and which is
     entered into by any member of the Group from time to time and "CONTRACTS OF
     AFFREIGHTMENT" means any or all of them.

     "CONTROL" means in relation to a body corporate:

     (a)  the power (whether by way of ownership of shares, proxy, contract,
          agency or otherwise) to:

          (i)  cast, or control the casting of, more than 50 per cent. of the
               maximum number of votes that might be cast at a general meeting
               of such body corporate; or

          (ii) appoint or remove all, or the majority, of the directors or other
               equivalent officers of such body corporate; or

          (iii) give directions with respect to the operating and financial
               policies of such body corporate with which the directors or other
               equivalent officers of such body corporate are obliged to comply;
               and/or

     (b)  the holding beneficially of more than 50 per cent. of the issued share
          capital of such body corporate (excluding any part of that issued
          share capital that carries no right to participate beyond a specified
          amount in a distribution of either profits or capital),

     and "CONTROLLED" shall be construed accordingly.

     "CORE ACTIVITIES" means the operation of an international maritime business
     focusing on:

     (a)  the transportation and handling of bulk dry cargoes through the
          ownership, operation and chartering of vessels and the trading of
          freight derivatives; and

     (b)  the right to the operation of the port and transfer station at the
          Nueva Palmira Free Trade Zone.

     "DEBT COVER" has the meaning given to that term in clause 22.1 (Financial
     definitions).

     "DEBT SERVICE" has the meaning given to that term in clause 22.1 (Financial
     definitions).

     "DEFAULT" means an Event of Default or any event or circumstance specified
     in clause 24 (Events of Default) which would (with the expiry of a grace
     period, the giving of notice, the making of any determination under the
     Finance Documents or any combination of any of the foregoing) be an Event
     of Default.

     "DELEGATE" means any delegate, agent, attorney or co-trustee appointed by
     the Security Agent.

     "DNB OPERATING ACCOUNT" means the Navimax Corporation DnB Operating
     Account, the Navios Handybulk DnB Operating Account, the Navios
     International DnB Operating Account and the Navios Corporation DnB
     Operating Account and "DNB OPERATING ACCOUNTS" means any or all of them.

     "DOC" means a document of compliance issued to an owner of a Ship in
     accordance with rule 13 of the ISM Code.

     "DOLLARS" and "US$" means the lawful currency for the time being of the
     United States of America.

     "DORMANT SUBSIDIARY" means a member of the Group which does not trade (for
     itself or as agent for any person) and does not own, legally or
     beneficially, assets (including indebtedness owed to it) which in aggregate
     have a value of $100,000 or more or its equivalent in other currencies.

     "EARNINGS" means, in relation to an Owned Ship, all moneys whatsoever from
     time to time due and payable to the relevant member of the Group arising
     out of the use or operation of such Owned Ship including all freight, hire
     and passage moneys, income arising under pooling arrangements, compensation
     payable to such member in the event of requisition of such Owned Ship for
     hire, remuneration for salvage and towage services, demurrage and detention
     moneys, and damages for breach (or payments for variation or termination)
     of any charterparty or other contract for the employment of such Owned
     Ship.


                                        7



     "EBITDA" has the meaning given to that term in clause 22.1 (Financial
     definitions).

     "ENVIRONMENTAL CLAIM" means:

     (a)  any and all enforcement, clean-up, removal or other governmental or
          regulatory action or order or claim instituted or made pursuant to any
          Environmental Law or resulting from a Spill; or

     (b)  any claim made by any other person relating to a Spill.

     "ENVIRONMENTAL INCIDENT" means any Spill:

     (a)  from any Relevant Vessel; or

     (b)  from any other vessel in circumstances where:

          (i)  any Relevant Vessel or its owner, operator or manager may be
               liable for Environmental Claims arising from the Spill (other
               than Environmental Claims arising and fully satisfied before the
               date of this Agreement); and/or

          (ii) any Relevant Vessel may be arrested or attached in connection
               with any such Environmental Claims.

     "ENVIRONMENTAL LAW" means any applicable law or regulation which relates
     to:

     (a)  the pollution or protection of the environment;

     (b)  harm to or the protection of human health; or

     (c)  any emission or substance capable of causing harm to any living
          organism or the environment.

     "ENVIRONMENTAL PERMITS" means any permit and other Authorisation and the
     filing of any notification, report or assessment required under any
     Environmental Law for the operation of the business of any member of the
     Group conducted on or from the properties owned or used by any member of
     the Group.

     "ERISA" means the Employee Retirement Income Security Act of 1974 of the
     United States, as amended, or any successor statute, as interpreted by the
     rules and regulations thereunder, all as the same may be in effect from
     time to time.

     "ERISA AFFILIATE" means an entity, whether or not incorporated, which is
     under common control with the Borrower and any of its Subsidiaries within
     the meaning of Section 4001(a)(14) of ERISA, or is a member of a group
     which includes the Borrower and any of its Subsidiaries and which is
     treated as a single employer under Section 414(b), (c), (m) or (o) of the
     Code.

     "ERISA EVENT" means (a) with respect to any Plan, the occurrence of a
     Reportable Event or the substantial cessation of operations (within the
     meaning of Section 4062(e) of ERISA), (b) the withdrawal of the Borrower or
     any of its Subsidiaries or any ERISA Affiliate from a Multiple Employer
     Plan during a plan year in which it was a substantial employer (as such
     term is defined in Section 4001(a)(2) of ERISA), or the termination of a
     Multiple Employer Plan, (c) the distribution of a notice of intent to
     terminate or the actual termination of a Plan pursuant to Section
     4041(a)(2) or 4041A of ERISA, (d) the institution of proceedings to
     terminate or the actual termination of a Plan by the PBGC under Section
     4042 of ERISA, (e) any event or condition which might reasonably constitute
     grounds under Section 4042 of ERISA for the termination of, or the
     appointment of a trustee to administer, any Plan, (f) the complete or
     partial withdrawal of the Borrower or any of its Subsidiaries or any ERISA
     Affiliate from a Multiemployer Plan, (g) the conditions for imposition of a
     lien under Section 302(f) of ERISA exist with respect to any Plan or (h)
     the adoption of an amendment to any Plan requiring the provision of
     security to such Plan pursuant to Section 307 of ERISA.

     "EVENT OF DEFAULT" means any event or circumstance specified as such in
     clause 24 (Events of Default).


                                        8



     "EXCHANGE ACT" means the Securities Exchange Act of 1934 of the United
     States, as amended, and the rules and regulations promulgated thereunder.

     "EXCLUDED EXISTING ACCOUNTS" means those bank accounts of members of the
     Group as at the date of this Agreement notified by the Agent to the
     Borrower in writing as being "Excluded Existing Accounts" on or prior to
     the submission of the first Utilisation Request.

     "EXCESS CASH" means, in relation to each Financial Quarter, the amount
     (calculated pursuant to clause 8.1.8(Total Loss/Sale)) which is equal to:

     (a)  the Free Liquid Assets of the Group as at the Excess Cash Calculation
          Date in relation to such Financial Quarter, minus

     (b)  $40,000,000, minus

     (c)  only in the case of each of (i) the Financial Quarter ending 31
          December 2005, (ii) the Financial Quarters of the Financial Year
          ending 31 December 2006 and (iii) the first three Financial Quarters
          of the Financial Year ending 31 December 2007, the Relevant Amount for
          the relevant Financial Quarter.

     "EXCESS CASH CALCULATION DATE" means, in relation to each Financial
     Quarter, the date falling one month (or such other later date agreed in
     writing by the Agent in its sole discretion following a request by the
     Borrower in writing) after the end of that Financial Quarter and "EXCESS
     CASH CALCULATION DATES" means any or all of them.

     "EXISTING COLLATERAL OWNER" means each registered owner of an Existing
     Collateral Ship and "EXISTING COLLATERAL OWNERS" means any or all of them.

     "EXISTING COLLATERAL SHIP" means each of the motor vessels (being, on the
     date of this Agreement, Owned Ships) listed in rows 1 to 6 (inclusive) of
     Schedule 2 (The Ships), indicated as owned by the member of the Group
     specified opposite such Existing Collateral Ship's name and "EXISTING
     COLLATERAL SHIPS" means any or all of them.

     "EXISTING FINANCIAL INDEBTEDNESS" means the Financial Indebtedness of the
     Group as at the date of this Agreement (including the Existing HSH Debt)
     notified by the Agent to the Borrower as being "Existing Financial
     Indebtedness" on or prior to the submission of a Utilisation Request.

     "EXISTING HSH DEBT" means the aggregate principal amount owing by the
     Borrower under the Existing Loan Agreement at any relevant time.

     "EXISTING LOAN AGREEMENT" means the facilities agreement dated 12 July 2005
     (as amended by an amendment letter dated 25 August 2005) and made between
     (inter alios) ISE as borrower and HSH Nordbank AG as mandated lead
     arranger, agent and security agent, as amended and supplemented, in respect
     of loan facilities of (originally) $520,000,000.

     "FACILITY" means Facility A or Facility B1 or Facility B2 or Facility B3 or
     Facility C1 or Facility C2 or Facility C3 or Facility C4 or Facility C5 or
     Facility C6 or Facility D1 or Facility D2 or Facility D3 or Facility D4 (as
     the context requires) and, in relation to an Additional Collateral Ship, it
     means the Facility specified opposite such Ship's name in the relevant
     column of Schedule 2 (The Ships) and "FACILITIES" means all of them.

     "FACILITY A" means the term loan facility made available under this
     Agreement as described in paragraph (a) of clause 2.1.1 (The Facilities).

     "FACILITY A COMMITMENT" means:

     (a)  in relation to an Original Lender, the amount in dollars set opposite
          its name under the heading "Facility A Commitment" in Part II of
          Schedule 1 (The Original Parties) and the amount of any other Facility
          A Commitment transferred to it under this Agreement; and

     (b)  in relation to any other Lender, the amount in dollars of any Facility
          A Commitment transferred to it under this Agreement,


                                        9



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

     "FACILITY A LOAN" means a loan made or to be made under Facility A or the
     principal amount outstanding for the time being of that loan.

     "FACILITY A REPAYMENT DATE" means each date set out in clause 6.1.1
     (Repayment of Loans).

     "FACILITY B LOAN" means a Facility B1 Loan or a Facility B2 Loan or a
     Facility B3 Loan, as the context requires and "FACILITY B LOANS" means all
     of them.

     "FACILITY B REPAYMENT DATE" means each date for repayment of Facility B1,
     Facility B2 and Facility B3 as set out in clause 6.1.2 (Repayment of
     Loans).

     "FACILITY B1" means the term loan facility made available under this
     Agreement as described in paragraph (b) of clause 2.1.1 (The Facilities).

     "FACILITY B1 COMMITMENT" means:

     (a)  in relation to an Original Lender, the amount in dollars set opposite
          its name under the heading "Facility B1 Commitment" in Part II of
          Schedule 1 (The Original Parties) and the amount of any other Facility
          B1 Commitment transferred to it under this Agreement; and

     (b)  in relation to any other Lender, the amount in dollars of any Facility
          B1 Commitment transferred to it under this Agreement,

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

     "FACILITY B1 LOAN" means a loan made or to be made under Facility B1 or the
     principal amount outstanding for the time being on that loan.

     "FACILITY B2" means the term loan facility made available under this
     Agreement as described in paragraph (c) of clause 2.1.1 (The Facilities).

     "FACILITY B2 COMMITMENT" means:

     (a)  in relation to an Original Lender, the amount in dollars set opposite
          its name under the heading "Facility B2 Commitment" in Part II of
          Schedule 1 (The Original Parties) and the amount of any other Facility
          B2 Commitment transferred to it under this Agreement; and

     (b)  in relation to any other Lender, the amount in dollars of any Facility
          B2 Commitment transferred to it under this Agreement,

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

     "FACILITY B2 LOAN" means a loan made or to be made under Facility B2 or the
     principal amount outstanding for the time being of that loan.

     "FACILITY B3" means the term loan facility made available under this
     Agreement as described in paragraph (d) of clause 2.1.1 (The Facilities).

     "FACILITY B3 COMMITMENT" means:

     (a)  in relation to an Original Lender, the amount in dollars set opposite
          its name under the heading "Facility B3 Commitment" in Part II of
          Schedule 1 (The Original Parties) and the amount of any other Facility
          B3 Commitment transferred to it under this Agreement; and

     (b)  in relation to any other Lender, the amount in dollars of any Facility
          B3 Commitment transferred to it under this Agreement,

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


                                       10



     "FACILITY B3 LOAN" means the loan made or to be made under Facility B3 or
     the principal amount outstanding for the time being of that loan.

     "FACILITY C LOAN" means a Facility C1 Loan or a Facility C2 Loan or a
     Facility C3 Loan or a Facility C4 Loan or a Facility C5 Loan or a Facility
     C6 Loan, as the context requires and "FACILITY C LOANS" means all of them.

     "FACILITY C REPAYMENT DATE" means each date for repayment of Facility C1,
     Facility C2, Facility C3, Facility C4, Facility C5 and Facility C6 as set
     out in clause 6.1.3 (Repayment of Loans).

     "FACILITY C1" means the term loan facility made available under this
     Agreement as described in paragraph (e) of clause 2.1.1 (The Facilities).

     "FACILITY C1 COMMITMENT" means:

     (a)  in relation to an Original Lender, the amount in dollars set opposite
          its name under the heading "Facility C1 Commitment" in Part II of
          Schedule 1 (The Original Parties) and the amount of any other Facility
          C1 Commitment transferred to it under this Agreement; and

     (b)  in relation to any other Lender, the amount in dollars of any Facility
          C1 Commitment transferred to it under this Agreement,

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

     "FACILITY C1 LOAN" means a loan made or to be made under Facility C1 or the
     principal amount outstanding for the time being on that loan.

     "FACILITY C2" means the term loan facility made available under this
     Agreement as described in paragraph (f) of clause 2.1.1 (The Facilities).

     "FACILITY C2 COMMITMENT" means:

     (a)  in relation to an Original Lender, the amount in dollars set opposite
          its name under the heading "Facility C2 Commitment" in Part II of
          Schedule 1 (The Original Parties) and the amount of any other Facility
          C2 Commitment transferred to it under this Agreement; and

     (b)  in relation to any other Lender, the amount in dollars of any Facility
          C2 Commitment transferred to it under this Agreement,

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

     "FACILITY C2 LOAN" means a loan made or to be made under Facility C2 or the
     principal amount outstanding for the time being on that loan.

     "FACILITY C3" means the term loan facility made available under this
     Agreement as described in paragraph (g) of clause 2.1.1 (The Facilities).

     "FACILITY C3 COMMITMENT" means:

     (a)  in relation to an Original Lender, the amount in dollars set opposite
          its name under the heading "Facility C3 Commitment" in Part II of
          Schedule 1 (The Original Parties) and the amount of any other Facility
          C3 Commitment transferred to it under this Agreement; and

     (b)  in relation to any other Lender, the amount in dollars of any Facility
          C3 Commitment transferred to it under this Agreement,

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

     "FACILITY C3 LOAN" means a loan made or to be made under Facility C3 or the
     principal amount outstanding for the time being on that loan.


                                       11



     "FACILITY C4" means the term loan facility made available under this
     Agreement as described in paragraph (h) of clause 2.1.1 (The Facilities).

     "FACILITY C4 COMMITMENT" means:

     (a)  in relation to an Original Lender, the amount in dollars set opposite
          its name under the heading "Facility C4 Commitment" in Part II of
          Schedule 1 (The Original Parties) and the amount of any other Facility
          C4 Commitment transferred to it under this Agreement; and

     (b)  in relation to any other Lender, the amount in dollars of any Facility
          C4 Commitment transferred to it under this Agreement,

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

     "FACILITY C4 LOAN" means a loan made or to be made under Facility C4 or the
     principal amount outstanding for the time being on that loan.

     "FACILITY C5" means the term loan facility made available under this
     Agreement as described in paragraph (i) of clause 2.1.1 (The Facilities).

     "FACILITY C5 COMMITMENT" means:

     (a)  in relation to an Original Lender, the amount in dollars set opposite
          its name under the heading "Facility C5 Commitment" in Part II of
          Schedule 1 (The Original Parties) and the amount of any other Facility
          C5 Commitment transferred to it under this Agreement; and

     (b)  in relation to any other Lender, the amount in dollars of any Facility
          C5 Commitment transferred to it under this Agreement,

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

     "FACILITY C5 LOAN" means a loan made or to be made under Facility C5 or the
     principal amount outstanding for the time being on that loan.

     "FACILITY C6" means the term loan facility made available under this
     Agreement as described in paragraph (j) of clause 2.1.1 (The Facilities).

     "FACILITY C6 COMMITMENT" means:

     (a)  in relation to an Original Lender, the amount in dollars set opposite
          its name under the heading "Facility C6 Commitment" in Part II of
          Schedule 1 (The Original Parties) and the amount of any other Facility
          C6 Commitment transferred to it under this Agreement; and

     (b)  in relation to any other Lender, the amount in dollars of any Facility
          C6 Commitment transferred to it under this Agreement,

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

     "FACILITY C6 LOAN" means a loan made or to be made under Facility C6 or the
     principal amount outstanding for the time being on that loan.

     "FACILITY D LOAN" means a Facility D1 Loan or a Facility D2 Loan or a
     Facility D3 Loan or a Facility D4 Loan, as the context requires and
     "FACILITY D LOANS" means all of them.

     "FACILITY D REPAYMENT DATE" means each date for repayment of Facility D1,
     Facility D2, Facility D3 and Facility D4, as set out in clause 6.1.4
     (Repayment of Loans).

     "FACILITY D1" means the term loan facility made available under this
     Agreement as described in paragraph (k) of clause 2.1.1 (The Facilities).


                                       12



     "FACILITY D1 COMMITMENT" means:

     (a)  in relation to an Original Lender, the amount in dollars set opposite
          its name under the heading "Facility D1 Commitment" in Part II of
          Schedule 1 (The Original Parties) and the amount of any other Facility
          D1 Commitment transferred to it under this Agreement; and

     (b)  in relation to any other Lender, the amount in dollars of any Facility
          D1 Commitment transferred to it under this Agreement,

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

     "FACILITY D1 LOAN" means a loan made or to be made under Facility D1 or the
     principal amount outstanding for the time being on that loan.

     "FACILITY D2" means the term loan facility made available under this
     Agreement as described in paragraph (l) of clause 2.1.1 (The Facilities).

     "FACILITY D2 COMMITMENT" means:

     (a)  in relation to an Original Lender, the amount in dollars set opposite
          its name under the heading "Facility D2 Commitment" in Part II of
          Schedule 1 (The Original Parties) and the amount of any other Facility
          D2 Commitment transferred to it under this Agreement; and

     (b)  in relation to any other Lender, the amount in dollars of any Facility
          D2 Commitment transferred to it under this Agreement,

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

     "FACILITY D2 LOAN" means a loan made or to be made under Facility D2 or the
     principal amount outstanding for the time being on that loan.

     "FACILITY D3" means the term loan facility made available under this
     Agreement as described in paragraph (m) of clause 2.1.1 (The Facilities).

     "FACILITY D3 COMMITMENT" means:

     (a)  in relation to an Original Lender, the amount in dollars set opposite
          its name under the heading "Facility D3 Commitment" in Part II of
          Schedule 1 (The Original Parties) and the amount of any other Facility
          D3 Commitment transferred to it under this Agreement; and

     (b)  in relation to any other Lender, the amount in dollars of any Facility
          D3 Commitment transferred to it under this Agreement,

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

     "FACILITY D3 LOAN" means a loan made or to be made under Facility D3 or the
     principal amount outstanding for the time being on that loan.

     "FACILITY D4" means the term loan facility made available under this
     Agreement as described in paragraph (n) of clause 2.1.1 (The Facilities).

     "FACILITY D4 COMMITMENT" means:

     (a)  in relation to an Original Lender, the amount in dollars set opposite
          its name under the heading "Facility D4 Commitment" in Part II of
          Schedule 1 (The Original Parties) and the amount of any other Facility
          D4 Commitment transferred to it under this Agreement; and

     (b)  in relation to any other Lender, the amount in dollars of any Facility
          D4 Commitment transferred to it under this Agreement,

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


                                       13



     "FACILITY D4 LOAN" means a loan made or to be made under Facility D4 or the
     principal amount outstanding for the time being on that loan.

     "FACILITY OFFICE" means:

     (a)  in respect of a Lender, the office or offices notified by such Lender
          to the Agent in writing on or before the date it becomes a Lender (or,
          following that date, by not less than five Business Days' prior
          written notice) as the office or offices through which it will perform
          its obligations under this Agreement; or

     (b)  in respect of any other person, any relevant jurisdiction in which it
          is resident for tax purposes.

     "FEE LETTER" means the letter dated on or about the date of this Agreement
     between (inter alios) the Agent and the Borrower setting out any of the
     fees referred to in clause 13 (Fees).

     "FFA" means a forward freight derivative transaction.

     "FFA TRADING STATEMENT" means a statement of earnings and cash receipts
     from forward freight derivatives including a schedule of existing FFAs
     (whether closed or not) for the immediately preceding Financial Quarter of
     the Group and a short commentary specifying the current trading positions,
     significant changes from the preceding Financial Quarter, expected trading
     and any changes in trading policy.

     "FINANCE DOCUMENT" means this Agreement, the Offer Letter, any Compliance
     Certificate, the Fee Letter, any Hedge Agreement, any Resignation Letter,
     any Selection Notice, any Transaction Security Document, any Utilisation
     Request, the Intra-Group Loan Agreement and any other document designated
     as a "Finance Document" by the Agent and the Borrower.

     "FINANCE LEASE" has the meaning given to that term in clause 22.1
     (Financial definitions).

     "FINANCE PARTY" means the Agent, the Arranger, the Security Agent, a Lender
     or any Hedge Counterparty.

     "FINANCIAL INDEBTEDNESS" means any indebtedness for or in respect of:

     (a)  monies borrowed;

     (b)  any amount raised by acceptance under any acceptance credit facility
          or dematerialised equivalent;

     (c)  any amount raised pursuant to any note purchase facility or the issue
          of bonds, notes, debentures, loan stock or any similar instrument;

     (d)  the amount of any liability in respect of any lease or hire purchase
          contract which would, in accordance with the Accounting Principles, be
          treated as a finance or capital lease;

     (e)  receivables sold or discounted (other than any receivables to the
          extent they are sold on a non-recourse basis);

     (f)  any Treasury Transaction (and, when calculating the value of that
          Treasury Transaction, only the marked to market value shall be taken
          into account);

     (g)  any counter-indemnity obligation in respect of a guarantee, bond,
          standby or documentary letter of credit or any other instrument issued
          by a bank or financial institution;

     (h)  any amount of any liability under an advance or deferred purchase
          agreement if (a) one of the primary reasons behind entering into the
          agreement is to raise finance or (b) the agreement is in respect of
          the supply of assets or services and payment is due more than 90 days
          after the date of supply;


                                       14



     (i)  any arrangement pursuant to which an asset sold or otherwise disposed
          of by that person may be re-acquired by a member of the Group (whether
          following the exercise of an option or otherwise);

     (j)  any amount raised under any other transaction (including any forward
          sale or purchase agreement) having the commercial effect of a
          borrowing; and

     (k)  the amount of any liability in respect of any guarantee for any of the
          items referred to in paragraphs (a) to (j) above,

     and so that where the amount of Financial Indebtedness falls to be
     calculated, no amount shall be taken into account more than once in the
     same calculation and, where the amount is to be calculated on a
     consolidated basis in respect of a corporate group, monies borrowed or
     raised, or other indebtedness, as between members of such group shall be
     excluded provided that the debtor is a wholly-owned subsidiary of the
     Borrower.

     "FINANCIAL QUARTER" has the meaning given to that term in clause 22.1
     (Financial definitions).

     "FINANCIAL QUARTER DAY" has the meaning given to that term in clause 22.1
     (Financial definitions).

     "FINANCIAL YEAR" has the meaning given to that term in clause 22.1
     (Financial definitions).

     "FLAG STATE" means:

     (a)  the Republic of Panama; or

     (b)  in relation to the Existing Collateral Ships only, the Hellenic
          Republic or, following the Borrower's compliance with clause 23.52.1
          (Conditions Subsequent), the Marshall Islands or the Republic of
          Panama,

     or, in each such case, such other state or territory approved in writing by
     the Agent, at the request of a member of the Group, as being the "Flag
     State" of the Ship owned by such member whether, in the case of a
     Collateral Ship, for the purposes of the relevant Transaction Security
     Documents or, in the case of any other Owned Ship, for any other purpose.

     "FLEET BOOK VALUE" has the meaning given to that term in clause 22.1
     (Financial definitions).

     "FLEET MARKET VALUE" has the meaning given to that term in clause 22.1
     (Financial definitions).

     "FOREIGN PLAN" means any employee benefit plan, program, policy,
     arrangement or agreement maintained or contributed to by, or entered into
     with, the Borrower or any of its Subsidiaries with respect to employees
     employed outside the United States.

     "FOREIGN PLAN UNDERFUNDING" means an excess of the present value of the
     accrued benefit liabilities (whether or not vested) under a Foreign Plan,
     determined as of the end of the most recently ended fiscal year of the
     Borrower or any of its Subsidiaries (based on the actuarial assumptions
     used for purposes of the applicable jurisdiction's financial reporting
     requirements), over the current value of the assets of such Foreign Plan.

     "FORM S-4" means the form S-4 Registration Statement filed with the United
     States Securities and Exchange Commission by ISE in connection with the
     Acquisition and the ISE-Navios Merger.

     "FREE LIQUID ASSETS" has the meaning given to that term in clause 22.1
     (Financial definitions).

     "GENERAL ASSIGNMENT" means, in relation to a Collateral Ship, the general
     assignment collateral to the Mortgage for such Collateral Ship, in the
     agreed form, executed or (as the context may require) to be executed by the
     relevant Collateral Owner in favour of the Security Agent or (as the case
     may be) the Secured Parties and "GENERAL ASSIGNMENTS" means any or all of
     them;

     "GREEK ACCOUNT PLEDGES" means, together (a) the account pledge executed by
     the Manager in favour of HSH Nordbank AG in respect of two bank accounts of
     the Manager held with Alpha Bank A.E. in Greece and (b) the account pledge
     executed by Navios Corporation in favour of HSH Nordbank AG in


                                       15



     respect of two bank accounts of Navios Corporation held with Alpha Bank
     A.E. in Greece and "GREEK ACCOUNT PLEDGE" means either of them.

     "GOVERNMENT ENTITY" means and includes (whether having a distinct legal
     personality or not) any national, local or supranational government or
     governmental authority, regulatory body, board, commission, department,
     division, organ, instrumentality, court or agency and any association,
     organisation or institution of which any of the foregoing is a member or to
     whose jurisdiction any of the foregoing is subject or in whose activities
     any of the foregoing is a participant.

     "GROUP" means the Borrower and each of its Subsidiaries from time to time
     during the term of this Agreement.

     "GROUP STRUCTURE CHART" means the group structure chart in the agreed form.

     "HEDGE AGREEMENT" means any master agreement, confirmation, schedule or
     other agreement in agreed form entered into or to be entered into by the
     Borrower and a Hedge Counterparty (including the HSH ISDA Agreement) for
     the purpose of hedging interest rate liabilities in relation to the
     Facilities in accordance with the Hedge Strategy Letter.

     "HEDGE COUNTERPARTY" means the Original Hedge Counterparty and each Lender
     or Affiliate of a Lender which, in accordance with and for the purposes of
     clause 25.8 (Hedge Counterparties) acts as an interest rate hedging
     counterparty and has executed and delivered a Hedge Counterparty Accession
     Letter.

     "HEDGE COUNTERPARTY ACCESSION LETTER" means a document duly executed by a
     Hedge Counterparty substantially in the form set out in Schedule 12 (Form
     of Hedge Counterparty Accession Letter).

     "HEDGE STRATEGY LETTER" means a letter delivered to the Agent in accordance
     with clause 5.6 (Hedge Transactions) between the Agent and the Borrower
     describing the hedging arrangements entered into or to be entered into in
     respect of the interest rate liabilities of the Borrower under this
     Agreement.

     "HESTIA GUARANTEE" means the guarantee, in the agreed form, executed or (as
     the context may require) to be executed by Hestia Shipping Ltd. in favour
     of the Security Agent.

     "HESTIA OPERATING ACCOUNT" means an interest bearing dollar account of
     Hestia Shipping Ltd. opened or (as the context may require) to be opened
     with the London branch of the Security Agent designated the Hestia Shipping
     Ltd. Operating Account and includes any other account designated in writing
     by the Agent to be a Hestia Shipping Ltd. Operating Account for the
     purposes of this Agreement.

     "HOLDING ACCOUNT" means an interest bearing account:

     (a)  held in Hamburg by the Borrower with the Agent or Security Agent;

     (b)  identified in a letter between the Borrower and the Agent as a Holding
          Account; and

     (c)  subject to Security in favour of the Security Agent which Security is
          in form and substance satisfactory to the Agent,

     (as the same may be redesignated, substituted or replaced from time to
     time).

     "HOLDING COMPANY" means, in relation to a company or corporation, any other
     company or corporation in respect of which it is a Subsidiary.

     "HSH ACCOUNTS" means the Holding Account, the Operating Accounts (other
     than any CNSA Account which is an Operating Account), the Retention Account
     and the Working Capital Account and includes any sub-accounts thereof.

     "HSH HAMBURG ACCOUNT PLEDGE" means the first priority account pledge, in
     the agreed form, executed or (as the context may require) to be executed by
     the Borrower in favour of the Security Agent in respect of the Holding
     Account, the Retention Account and the Working Capital Account.


                                       16



     "HSH ISDA AGREEMENT" means the 1992 ISDA Master Agreement (including a
     schedule thereto) dated as of 4 October 2005 entered into between the
     Borrower and the Original Hedge Counterparty, including any Confirmations
     (as defined therein) executed pursuant thereto and any Transactions (as
     defined therein) entered into thereunder.

     "HSH LONDON ACCOUNT CHARGE" means the first priority account charge, in the
     agreed form, executed or (as the context may require) to be executed by
     CNSA, Navios International Inc., Navimax Corporation, Navios Handybulk
     Inc., Hestia Shipping Ltd., Navios ShipManagement Inc., each Existing
     Collateral Owner, each Additional Collateral Owner and any other relevant
     member of the Group in favour of the Security Agent.

     "INFORMATION MEMORANDUM" means the document in the form approved by the
     Borrower concerning the Target Group which, at the request of the Borrower
     and on its behalf is or is to be prepared in relation to this transaction,
     approved by the Borrower and distributed by the Arranger prior to the
     Syndication Date in connection with the syndication of the Facilities.

     "INFORMATION PACKAGE" means the Reports, the Base Case Model and the
     Business Plan.

     "INSURANCE REPORT" means an insurance opinion in the agreed form prepared
     by BankServe Insurance Services Ltd and dated on or before the first
     Utilisation Date and addressed to, and/or capable of being relied upon by,
     the Arranger and the other Secured Parties.

     "INTELLECTUAL PROPERTY" means:

     (a)  any patents, trade marks, service marks, designs, business names,
          copyrights, design rights, software rights, domain names, moral
          rights, inventions, confidential information, knowhow and other
          intellectual property rights and interests, whether registered or
          unregistered; and

     (b)  the benefit of all applications and rights to use such assets of each
          member of the Group.

     "INTEREST" has the meaning given to that term in clause 22.1 (Financial
     definitions).

     "INTEREST PAYABLE" has the meaning given to that term in clause 22.1
     (Financial definitions).

     "INTEREST PERIOD" means, in relation to a Loan, each period determined in
     accordance with clause 11 (Interest Periods) and, in relation to an Unpaid
     Sum, each period determined in accordance with clause 10.4 (Default
     interest).

     "INTEREST RECEIVABLE" has the meaning given to that term in clause 22.1
     (Financial definitions).

     "INTRA-GROUP LOAN AGREEMENT" means the intra-group loan agreement, in the
     agreed form, between the Borrower and others as borrowers, the Borrower and
     others as lenders and the Security Agent.

     "INTRA-GROUP LOAN ASSIGNMENT" means the loan assignment, in the agreed
     form, executed or (as the context may require) to be executed by the
     Borrower and others in favour of the Security Agent.

     "INTRA-GROUP LOANS" means loans made by:

     (a)  the Borrower to a Security Provider;

     (b)  one Security Provider to another Security Provider where neither such
          Security Provider is a Purchase Option Subsidiary; or

     (c)  a member of the Group to a Purchase Option Subsidiary for the sole
          purpose of assisting such Purchase Option Subsidiary to acquire a
          Purchase Option Ship, provided that such Purchase Option Ship is
          acquired in accordance with clause 23.43 (Purchase Option
          Subsidiaries);

     (d)  the Borrower to a New Share Issue Subsidiary for the sole purpose of
          assisting such New Share Issue Subsidiary to acquire a Permitted NSIS
          Asset, provided that the acquisition is made subject to the provisions
          of clause 23.44 (New Share Issue Subsidiaries); or

     (e)  a Purchase Option Subsidiary or a New Share Issue Subsidiary to the
          Borrower,


                                       17



     where the parties to such loans are parties to the Intra-Group Loan
     Agreement.

     "ISE" means, as of prior to the ISE-Navios Merger, International Shipping
     Enterprises, Inc. a corporation then incorporated in Delaware (now merged
     into the Borrower).

     "ISE-NAVIOS MERGER" means the merger (completed on 25 August 2005) of ISE
     with the Target such that the resulting entity was the Borrower.

     "ISE-NAVIOS MERGER STEPS PAPER" means the steps paper in the agreed form
     entitled "ISE/Navios Merger Steps Paper".

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

     "ISPS CODE" means the International Ship and Port Facility Security Code
     constituted pursuant to Resolution A. 924(22) of the International Maritime
     Organisation and incorporated into the International Convention for the
     Safety of Life at Sea 1974 and includes any amendments or extensions
     thereto and any regulation issued pursuant thereto.

     "ISSC" means an International Ship Security Certificate issued in respect
     of a Ship under the provisions of the ISPS Code.

     "JOINT VENTURE" means any joint venture entity, whether a company,
     unincorporated firm, undertaking, association or partnership or any other
     entity.

     "KEY PERSONNEL" means each and all of Ted C. Petrone, Michael E. McClure,
     Shunji Sasada, Pablo Soler and Ruben Martinez Baeza and any person
     appointed as a replacement for any such persons in accordance with clause
     23.26.2 (Service Contracts).

     "LEASE" means the lease agreement (or agreement for use) dated 27 September
     1956, as amended and/or supplemented and/or modified by the lease agreement
     (or agreement for use) dated 4 December 1995, each made between (a) the
     State of the Oriental Republic of Uruguay acting through certain of its
     Government Entities and (b) Navios Corporation of the Republic of Liberia
     (now incorporated into Navios Corporation) acting through its Uruguayan
     branch, each in respect of the Terminal and/or the Project, as amended
     and/or supplemented and/or modified by an amendment and extension agreement
     dated 15 June 1998, as transferred and/or assigned to CNSA under and
     pursuant to a contract of transfer dated 24 September 1999, and as the same
     may be amended and/or supplemented from time to time.

     "LEGAL DUE DILIGENCE REPORT" means the legal due diligence report in the
     agreed form dated 24 March 2005 as supplemented by a memorandum dated 6 May
     2005 prepared by Mintz Levin Cohn Ferris Glovsky and Popeo P.C. relating to
     the Acquisition and addressed to, and/or capable of being relied upon by,
     the Arranger and the other Secured Parties.

     "LEGAL RESERVATIONS" means:

     (a)  the principle that equitable remedies may be granted or refused at the
          discretion of a court and the limitation of enforcement by laws
          relating to insolvency, reorganisation and other laws generally
          affecting the rights of creditors;

     (b)  the time barring of claims under the Limitation Acts, the possibility
          that an undertaking to assume liability for or indemnify a person
          against non-payment of UK stamp duty may be void and defences of
          set-off or counterclaim; and

     (c)  similar principles, rights and defences under the laws of any Relevant
          Jurisdiction.


                                       18



     "LENDER" means:

     (a)  any Original Lender; and

     (b)  any bank, financial institution, trust, fund or other entity which has
          become a Party in accordance with clause 25 (Changes to the Lenders),

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

     "LIBOR" means in relation to a particular period:

     (a)  the rate per annum for deposits of dollars for a period equivalent to
          such period at the Specified Time on the Quotation Day for such period
          as displayed on Reuters BBA page LIBOR01 (and, for the purposes of
          this Agreement, "REUTERS BBA PAGE LIBOR01" means the display
          designated as "Reuters BBA page LIBOR01" on the Telerate Service or
          such other page as may replace "Reuters BBA page LIBOR01" on the
          Telerate Service for the purpose of displaying rates comparable to
          that rate or on such other service as may be nominated by the British
          Bankers' Association for the purpose of displaying BBA Interest
          Settlement Rates (as defined in the British Bankers' Association's
          Recommended Terms and Conditions ("BBAIRS" terms) dated August, 1996)
          for dollars); or

     (b)  if on such date no such rate is displayed, LIBOR for such period shall
          be the rate per annum determined by the Agent to be the arithmetic
          mean of the rates per annum (rounded upward if necessary to the
          nearest one sixteenth (1/16th) of one per cent) quoted to the Agent by
          the Reference Banks at the request of the Agent as the Reference
          Banks' offered rate for deposits in dollars in an amount comparable
          with the amount in relation to which LIBOR is to be determined and for
          a period equal to the relevant period to prime banks in the London
          interbank market at or about the Specified Time on the Quotation Day
          for such period.

     "LMA" means the Loan Market Association.

     "LOAN" means a Facility A Loan or a Facility B1 Loan or a Facility B2 Loan
     or a Facility B3 Loan or a Facility C1 Loan or a Facility C2 Loan or a
     Facility C3 Loan or a Facility C4 Loan or a Facility C5 Loan or a Facility
     C6 Loan or a Facility D1 Loan or a Facility D2 Loan or a Facility D3 Loan
     or a Facility D4 Loan (as the context may require).

     "LONG-STOP DATE" means 30 April 2006 or such other later date (falling in
     any event not later than 31 May 2006) as the Agent (acting on the
     instructions of the Majority Lenders) may, following the Borrower's request
     in writing, agree in writing in its absolute discretion and, if such
     consent is given, on such conditions as the Agent (acting on the
     instructions of the Majority Lenders) may impose.

     "MAJORITY LENDERS" means a Lender or Lenders whose Commitments aggregate
     more than 66(2)/3 per cent. of the Total Commitments (or, if the Total
     Commitments have been reduced to zero, aggregated more than 66(2)/3 per
     cent. of the Total Commitments immediately prior to that reduction).

     "MANAGEMENT AGREEMENT" means, in relation to each Collateral Ship:

     (a)  the agreement made or (as the context may require) to be made, in the
          agreed form, between the relevant Collateral Owner and the Manager
          providing for the Manager to manage such Collateral Ship; and

     (b)  the agreement dated 2 June 2004 between the Manager as head manager
          and Navimax Corporation as commercial sub-manager of such Collateral
          Ship (as amended and supplemented from time to time),

     and "MANAGEMENT AGREEMENTS" means any or all of them.

     "MANAGER" means Navios ShipManagement, Inc. and/or any other person
     appointed by the relevant Collateral Owner, with the prior written consent
     of the Agent, as the manager of any of the Collateral Ships and includes
     its successors in title and assignees.


                                       19



     "MANAGER'S UNDERTAKING" means, in relation to each Collateral Ship, an
     undertaking and assignment, in the agreed form, executed or (as the context
     may require) to be executed by the Manager in favour of the Security Agent
     as a condition precedent to the approval of the Management Agreements
     relating to such Collateral Ship (as the case may be) and "MANAGER'S
     UNDERTAKINGS" means any or all of them.

     "MANDATORY COST" means the percentage rate per annum calculated by the
     Agent in accordance with Schedule 5 (Mandatory Cost Formula).

     "MARGIN" means:

     (a)  in relation to the Facility A Loan, the Facility C Loans and the
          Facility D Loans, 1.50 per cent. per annum;

     (b)  in relation to the Facility B1 Loan, 2.25 per cent. per annum;

     (c)  in relation to the Facility B2 Loan, 2.50 per cent. per annum;

     (d)  in relation to the Facility B3 Loan, 2.75 per cent. per annum;

     (e)  in relation to any Unpaid Sum relating or referable to a Facility, the
          rate per annum specified above for that Facility; and

     (f)  in relation to any other Unpaid Sum, the highest rate specified above.

     "MATERIAL ADVERSE EFFECT" means in the reasonable opinion of the Agent a
     material adverse effect on:

     (a)  the business, operations, property, assets, condition (financial or
          otherwise) or prospects of the Group taken as a whole; or

     (b)  the ability of an Obligor to perform its obligations under the Finance
          Documents; or

     (c)  the validity or enforceability of, or the effectiveness or ranking of
          any Transaction Security or the rights or remedies of any Finance
          Party under any of the Finance Documents.

     "MATERIAL CONTRACT" means each of the material contracts identified in
     schedule 3.16 of the Acquisition Agreement and any other Charters and
     Contracts of Affreightment save for:

     (a)  any contract of affreightment having a term of less than 11 months as
          at the Closing Date and which does not contain any optional extension
          by virtue of which its term may exceed 11 months as from the Closing
          Date; and

     (b)  any charterparty having a term of less than 11 months as at the
          Closing Date and which does not contain any optional extension by
          virtue of which its term may exceed 11 months as from the Closing
          Date.

     "MERGER AGREEMENT" means the merger agreement dated 25 August 2005 and
     entered into between ISE and the Target setting out the plan for and basis
     upon which they merged into one entity (being the Borrower).

     "MOA" means, in relation to a MOA Ship, the memorandum of agreement made or
     (as the context may require) to be made between the relevant Seller and the
     relevant Additional Collateral Owner, in relation to the sale by the
     relevant Seller, and the purchase by the relevant Additional Collateral
     Owner, of such MOA Ship, as such memorandum of agreement may be amended
     and/or supplemented from time to time with the prior written consent of the
     Agent (acting on the instructions of the Majority Lenders) and "MOAS" means
     any or all of them.

     "MOA SHIP" means each of the motor vessels listed in rows 27 to 30
     (inclusive) of Schedule 2 (The Ships) indicated as a ship to be purchased
     under a MOA in the relevant column opposite such MOA Ship's name, and "MOA
     SHIPS" means any or all of them.


                                       20



     "MORTGAGE" means, in relation to each Collateral Ship, the first preferred
     mortgage of such Collateral Ship, in the agreed form, executed or (as the
     context may require) to be executed by the relevant Collateral Owner in
     favour of the Security Agent or (as the case may be) the Secured Parties
     and "MORTGAGES" means any or all of them.

     "MULTIEMPLOYER PLAN" means at any time a Plan covered by Title IV of ERISA
     which is a Multiemployer Plan as defined in Section 3(37) or 4001(a)(3) of
     ERISA.

     "MULTIPLE EMPLOYER PLAN" means a Plan covered by Title IV of ERISA, other
     than a Multiemployer Plan, of which the Borrower or any of its Subsidiaries
     or any ERISA Affiliate and at least one employer other than the Borrower or
     any of its Subsidiaries or any ERISA Affiliate are contributing sponsors.

     "NAVIMAX CORPORATION ASSIGNMENT OF INSURANCES" means the assignment, in the
     agreed form, executed (or as the context may require) to be executed by
     Navimax Corporation in favour of the Security Agent in respect of its
     rights under certain insurances of which it has the benefit.

     "NAVIMAX CORPORATION CHARTER ASSIGNMENT" means a first priority assignment,
     in the agreed form, executed or (as the context may require) to be executed
     by Navimax Corporation in favour of the Security Agent in respect of all
     Charters or Contracts of Affreightment to which Navimax Corporation is a
     party.

     "NAVIMAX CORPORATION DNB OPERATING ACCOUNT" means the interest bearing
     dollar account of Navimax Corporation held with DnB Nor Bank in New York.

     "NAVIMAX CORPORATION GUARANTEE" means the guarantee, in the agreed form,
     executed or (as the context may require) to be executed by Navimax
     Corporation in favour of the Security Agent.

     "NAVIMAX CORPORATION OPERATING ACCOUNT" means an interest bearing dollar
     account of Navimax Corporation opened or (as the context may require) to be
     opened with the London branch of the Security Agent designated the Navimax
     Corporation Operating Account and includes any other account designated in
     writing by the Agent to be a Navimax Corporation Operating Account for the
     purposes of this Agreement.

     "NAVIOS CORPORATION ASSIGNMENT OF INSURANCES" means the assignment, in the
     agreed form, executed (or as the context may require) to be executed by
     Navios Corporation in favour of the Security Agent in respect of its rights
     under certain insurances of which it has the benefit.

     "NAVIOS CORPORATION CHARTER ASSIGNMENT" means a first priority assignment,
     in the agreed form, executed (or as the context may require) to be executed
     by Navios Corporation in favour of the Security Agent in respect of all
     Charters or Contracts of Affreightment to which Navios Corporation is a
     party.

     "NAVIOS CORPORATION DNB OPERATING ACCOUNT" means the interest bearing
     dollar account of Navios Corporation held with DnB Nor Bank in New York
     with such account details as have been notified by the Borrower to the
     Agent.

     "NAVIOS CORPORATION GUARANTEE" means the guarantee, in the agreed form,
     executed or (as the context may require) to be executed by Navios
     Corporation in favour of the Security Agent.

     "NAVIOS CORPORATION OPERATING ACCOUNT" means an interest bearing dollar
     account of Navios Corporation opened (or as the context may require) to be
     opened with the London branch of the Security Agent and designated as the
     Navios Corporation Operating Account and includes any other account
     designated in writing by the Agent to be a Navios Corporation Operating
     Account for the purposes of this Agreement.

     "NAVIOS HANDYBULK ASSIGNMENT OF INSURANCES" means the assignment, in the
     agreed form, executed (or as the context may require) to be executed by
     Navios Handybulk Inc. in favour of the Security Agent in respect of its
     rights under certain insurances of which it has the benefit.

     "NAVIOS HANDYBULK CHARTER ASSIGNMENT" means a first priority assignment, in
     the agreed form, executed or (as the context may require) to be executed by
     Navios Handybulk Inc. in favour of the


                                       21



     Security Agent in respect of all Charters or Contracts of Affreightment to
     which Navios Handybulk Inc. is a party.

     "NAVIOS HANDYBULK DNB OPERATING ACCOUNT" means the interest bearing dollar
     account of Navios Handybulk Inc. held with DnB Nor Bank in New York.

     "NAVIOS HANDYBULK GUARANTEE" means the guarantee, in the agreed form,
     executed or (as the context may require) to be executed by Navios Handybulk
     Inc. in favour of the Security Agent.

     "NAVIOS HANDYBULK OPERATING ACCOUNT" means an interest bearing dollar
     account of Navios Handybulk Inc. opened or (as the context may require) to
     be opened with the London branch of the Security Agent and designated the
     Navios Handybulk Operating Account and includes any other account
     designated in writing by the Agent to be a Navios Handybulk Operating
     Account for the purposes of this Agreement.

     "NAVIOS INTERNATIONAL ASSIGNMENT OF INSURANCES" means the assignment, in
     the agreed form, executed or (as the context may require) to be executed by
     Navios International Inc. in favour of the Security Agent in respect of its
     rights under certain insurances of which it has the benefit.

     "NAVIOS INTERNATIONAL CHARTER ASSIGNMENT" means a first priority
     assignment, in the agreed form, executed or (as the context may require) to
     be executed by Navios International Inc. in favour of the Security Agent in
     respect of all Charters or Contracts of Affreightment to which Navios
     International Inc. is a party.

     "NAVIOS INTERNATIONAL DNB OPERATING ACCOUNT" means the interest bearing
     dollar account of Navios International Inc. held with DnB Nor Bank in New
     York.

     "NAVIOS INTERNATIONAL GUARANTEE" means the guarantee, in the agreed form,
     executed or (as the context may require) to be executed by Navios
     International Inc. in favour of the Security Agent.

     "NAVIOS INTERNATIONAL OPERATING ACCOUNT" means an interest bearing dollar
     account of Navios International Inc. opened or (as the context may require)
     to be opened with the London branch of the Security Agent and designated
     the Navios International Operating Account and includes any other account
     designated in writing by the Agent to be a Navios International Operating
     Account for the purposes of this Agreement.)

     "NAVIOS SHIPMANAGEMENT ASSIGNMENT OF INSURANCES" means the assignment, in
     the agreed form, executed or (as the context may require) to be executed by
     Navios ShipManagement Inc. in favour of the Security Agent in respect of
     its rights under certain insurances of which it has the benefit.

     "NAVIOS SHIPMANAGEMENT GUARANTEE" means the guarantee, in the agreed form,
     executed or (as the context may require) to be executed by Navios
     ShipManagement Inc. in favour of the Security Agent.

     "NAVIOS SHIPMANAGEMENT OPERATING ACCOUNT" means an interest bearing dollar
     account of Navios ShipManagement Inc. opened or (as the context may
     require) to be opened with the Security Agent and designated the Navios
     ShipManagement Operating Account and includes any other account designated
     in writing by the Agent to be a Navios ShipManagement Operating Account for
     the purposes of this Agreement.

     "NEW SHARE ISSUE SHIP" means an Owned Ship which is owned by a New Share
     Issue Subsidiary.

     "NEW SHARE ISSUE SUBSIDIARY" means:

     (a)  a Subsidiary of the Borrower which is incorporated or acquired for the
          sole purpose of carrying out an acquisition of a Permitted NSIS Asset;
          and

     (b)  any company which is incorporated or acquired for the sole purpose of
          being the Holding Company of a Subsidiary or Subsidiaries (as the case
          may be) of the Borrower referred to in paragraph (a) of this
          definition, provided that any Obligor which is the Holding Company of
          a Subsidiary of the Borrower referred to in paragraph (a) of this
          definition shall not be a New Share Issue Subsidiary merely by virtue
          of being such a Holding Company.


                                       22



     "OBLIGOR" means the Borrower or a Security Provider and any other member of
     the Group party to a Finance Document (save that if such member of the
     Group is only party to the Intra-Group Loan Agreement it shall not be an
     Obligor).

     "OFFER LETTER" means the offer letter dated 16 December 2005 between HSH
     Nordbank AG and the Borrower.

     "OPERATING ACCOUNT" means the Navimax Corporation Operating Account, the
     Navios Handybulk Operating Account, the Navios International Operating
     Account, the Hestia Operating Account, the Navios ShipManagement Operating
     Account, the Navios Corporation Operating Account and the CNSA Account held
     with the Agent in London and "OPERATING ACCOUNTS" means any or all of them.

     "ORIGINAL FINANCIAL STATEMENTS" means the consolidated audited financial
     statements of the Target for its Financial Year ended 31 December 2004.

     "ORIGINAL OBLIGOR" means the Borrower or an Original Security Provider.

     "ORIGINAL SECURITY PROVIDER" means the companies listed in Part 1 of
     Schedule 1 (the Original Parties) as original Security Providers.

     "OWNED SHIP" means each motor vessel registered in the ownership of a
     member of the Group from time to time and for the purposes of clause 22.1
     (Financial definitions) and clause 23.37 (Valuation of Owned Ships) also
     includes any motor vessels the book value of which is included in the
     balance sheet of a Group member and "OWNED SHIPS" means any or all of them.

     "PARTICIPATING MEMBER STATE" means any member state of the European
     Communities that adopts or has adopted the euro as its lawful currency in
     accordance with legislation of the European Community relating to Economic
     and Monetary Union.

     "PARTY" means a party to this Agreement.

     "PATRIOT ACT" has the meaning given to it in clause 20.36 (Anti-Terrorism
     Laws).

     "PBGC" means the Pension Benefit Guaranty Corporation established pursuant
     to Subtitle A of Title IV of ERISA or any entity succeeding to any or all
     of its functions under ERISA.

     "PERMITTED ACQUISITION" means:

     (a)  an acquisition by an Obligor of an asset sold, leased, transferred or
          otherwise disposed of by another Obligor in circumstances constituting
          a Permitted Disposal;

     (b)  an acquisition of securities which are Cash Equivalent Investments so
          long as those Cash Equivalent Investments become subject to the
          Transaction Security as soon as is reasonably practicable;

     (c)  an acquisition of shares pursuant to a Permitted Share Issue;

     (d)  an acquisition of a Purchase Option Ship by a Purchase Option
          Subsidiary made in accordance with clause 23.43 (Purchase Option
          Subsidiaries);

     (e)  the acquisition or formation of a Purchase Option Subsidiary or a New
          Share Issue Subsidiary provided that, in the case of a Purchase Option
          Subsidiary, prior to such acquisition or formation such Purchase
          Option Subsidiary has not traded or incurred any liabilities or
          commitments (actual or contingent, present or future).

     (f)  an acquisition by a New Share Issue Subsidiary of a Permitted NSIS
          Asset;

     (g)  an acquisition of an asset required for or relating to the Core
          Activities of the Borrower and which acquisition is entirely or (in
          the case of a Permitted NSIS Asset only) partially funded out of the
          proceeds of a Permitted Share Issue and which:

          (i)  is provided for in the Quarterly Budget; and


                                       23



          (ii) when made would not result in a Default;

     (h)  the acquisition of the Additional Collateral Ships by the Additional
          Collateral Owners pursuant to the MOAs and the Purchase Option MOAs
          (as the case may be); or

     (i)  any other acquisition made with the prior written consent of the
          Lenders.

     "PERMITTED DISPOSAL" means any sale, lease, licence, transfer or other
     disposal which is on arm's length terms:

     (a)  of cash made by any member of the Group in the ordinary course of
          trading of the disposing entity;

     (b)  of any asset by a member of the Group (the "DISPOSING COMPANY") to
          another member of the Group (the "ACQUIRING COMPANY"), but if:

          (i)  the Disposing Company is an Obligor, the Acquiring Company must
               also be an Obligor;

          (ii) the Disposing Company had given Security over the asset, the
               Acquiring Company must give at least equivalent Security over
               that asset; and

          (iii) the Disposing Company is a Security Provider, the Acquiring
               Company must be a Security Provider guaranteeing at all times an
               amount no less than that guaranteed by the Disposing Company;

     (c)  of assets (other than shares, the Terminal, any Charter, any Material
          Contract, businesses, Real Property or Intellectual Property) in
          exchange for other assets comparable or superior as to type, value or
          quality;

     (d)  of obsolete or redundant vehicles, plant and equipment for cash;

     (e)  of Cash Equivalent Investments for cash or in exchange for other Cash
          Equivalent Investments;

     (f)  constituted by a licence of intellectual property rights permitted by
          clause 23.28 (Intellectual Property);

     (g)  to a Joint Venture, to the extent permitted by clause 23.9 (Joint
          ventures);

     (h)  arising as a result of any Permitted Security;

     (i)  made with the prior written consent of the Agent;

     (j)  of an Existing Collateral Ship or an Additional Collateral Ship or any
          other Purchase Option Ship, provided that (i) the net proceeds arising
          from such disposal are not less than the amount specified in clause
          8.1.4(b) or clause 8.1.5 (Total Loss/Sale) (as applicable) with
          reference to the relevant date of disposal (where, for the purposes of
          this paragraph (j) the relevant date of disposal shall be the date of
          transfer of title of the relevant Existing Collateral Ship, Additional
          Collateral Ship or Purchase Option Ship) and (ii) such proceeds are
          applied in accordance with clause 8.1.4 or clause 8.1.5 (Total
          Loss/Sale) (as applicable);

     (k)  of any Purchase Option to a Purchase Option Subsidiary;

     (l)  of the Earnings, Insurances and Requisition Compensation of a Purchase
          Option Subsidiary in so far as such disposal is required under the
          terms of any arrangements with a Third Party Financier;

     (m)  of any Permitted NSIS Asset (including the Earnings, Insurances and
          Requisition Compensation of any New Share Issue Ship); and

     (n)  of assets (other than shares or receivables) for cash where the higher
          of the market value and net consideration receivable (when aggregated
          with the higher of the market value and net consideration receivable
          for any other sale, lease, licence, transfer or other disposal not
          allowed


                                       24



          under the preceding paragraphs or as a Permitted Transaction) does not
          exceed US$7,500,000 (or its equivalent) in total during the term of
          this Agreement and does not exceed US$1,000,000 (or its equivalent) in
          any Financial Year of the Borrower,

     but it shall not be a Permitted Disposal:for any member of the Group to
     dispose of any shares in a Subsidiary (other than a New Share Issue
     Subsidiary) or for Navios Corporation to dispose of its shares in Acropolis
     Chartering & Shipping Inc..

     "PERMITTED DISTRIBUTION" means:

     (a)  the payment of a lawful dividend to the Borrower or any of its
          wholly-owned Subsidiaries (provided that such wholly owned Subsidiary
          is not a Purchase Option Subsidiary or a New Share Issue Subsidiary),
          but if the company paying the dividend is a Security Provider the
          wholly-owned subsidiary receiving the dividend must also be a Security
          Provider; and

     (b)  the payment of a lawful dividend by the Borrower to its shareholders
          provided that:

          (i)  any such dividend shall be declared and distributed in relation
               to a Financial Quarter;

          (ii) no such dividend shall be distributed during the Financial Year
               ending 31 December 2005 in respect of any Financial Quarter
               thereof;

          (iii) no dividend shall be declared in respect of the Financial
               Quarter ending 31 December 2005, in excess of $3,000,000;

          (iv) no dividend shall be declared or distributed in respect of any of
               (A) the Financial Quarter ending 31 December 2005 or (B) the
               first three Financial Quarters of the Financial Year ending 31
               December 2006, which, when aggregated with the dividend declared
               or distributed in relation to the other such Financial Quarters
               referred to in this paragraph (iv), shall be in excess of
               $12,000,000 in aggregate, inclusive of the aggregate Relevant
               Amount(s) (if any) notified by the Borrower to the Agent pursuant
               to clause 8.1.8(Total Loss/Sale) in relation to each such
               Financial Quarter;

          (v)  no dividend shall be declared or distributed in respect of any of
               (A) the Financial Quarter ending 31 December 2006 or (B) the
               first three Financial Quarters of the Financial Year ending 31
               December 2007, which, when aggregated with the dividend declared
               or distributed in relation to the other such Financial Quarters
               referred to in this paragraph (v), shall be in excess of
               $12,000,000 in aggregate, inclusive of the aggregate Relevant
               Amount(s) (if any) notified by the Borrower to the Agent pursuant
               to clause 8.1.8(Total Loss/Sale) in relation to each such
               Financial Quarter

          (vi) no dividend (in excess of any Relevant Amount(s) (if applicable)
               for any relevant Financial Quarters) shall be declared or
               distributed in respect of the Financial Quarters of a Financial
               Year which in total exceeds 50% of the aggregate Excess Cash
               (calculated pursuant to clause 8.1.8(Total Loss/Sale)) as of the
               Excess Cash Calculation Dates falling during such Financial Year;

          (vii) at both the date of declaration and the date of payment of such
               dividend no Default shall have occurred and be continuing or
               would result from the payment of the proposed dividend; and

          (viii) no less than 30 days before the proposed payment date, the
               Borrower has provided to the Agent pro forma financial statements
               and such other information as the Agent may request showing
               compliance with clauses 22.2.4 (Minimum Liquidity) and 8.1.8
               (Total Loss/Sale) at the proposed payment date and for the two
               full Financial Quarters immediately following such proposed
               payment date.

     "PERMITTED EXISTING ACCOUNTS" means those accounts of members of the Group
     in existence at the date of this Agreement notified by the Agent to the
     Borrower in writing as being "Permitted Existing Accounts".


                                       25



     "PERMITTED FFA" means any FFA which:

     (a)  is made by a team experienced in trading in FFAs, the senior members
          of which are Key Personnel;

     (b)  is made in accordance with the proper risk management procedures as
          specified in the Accountants' Report; and

     (c)  complies with the requirements of the Forward Freight Agreement
          Brokers Association or any other equivalent person.

     "PERMITTED FINANCIAL INDEBTEDNESS" means Financial Indebtedness:

     (a)  arising under any Intra-Group Loans and subject always to the terms of
          this Agreement;

     (b)  arising under a foreign exchange transaction for spot or forward
          delivery entered into in connection with protection against
          fluctuation in currency rates where that foreign exchange exposure
          arises in the ordinary course of trade but not a foreign exchange
          transaction for investment or speculative purposes;

     (c)  arising under a Permitted Loan or a Permitted Guarantee;

     (d)  of any person acquired by a member of the Group after the date of this
          Agreement which is incurred under arrangements in existence at the
          date of acquisition, but not incurred or increased or its maturity
          date extended in contemplation of, or since, that acquisition, and
          outstanding only for a period of six months following the date of
          acquisition;

     (e)  under finance or capital leases of vehicles, plant, equipment or
          computers, provided that the aggregate capital value of all such items
          so leased or financed under outstanding leases or finance transactions
          by members of the Group does not exceed US$1,000,000 (or its
          equivalent in other currencies) at any time;

     (f)  incurred by a New Share Issue Subsidiary in connection with an
          acquisition permitted in accordance with clause 23.44.1 (New Share
          Issue Subsidiaries).

     (g)  incurred in the exercise of a Purchase Option in accordance with
          clause 23.43.2 (Purchase Option Subsidiaries);

     (h)  arising under any Permitted FFA; and

     (i)  not permitted by the preceding paragraphs or as a Permitted
          Transaction and the outstanding amount of which does not exceed
          US$2,000,000 (or its equivalent) in aggregate for the Group at any
          time.

     "PERMITTED GUARANTEE" means:

     (a)  the endorsement of negotiable instruments in the ordinary course of
          trade;

     (b)  guarantees granted by a Security Provider in respect of the
          obligations (not being Financial Indebtedness) of any other Security
          Provider under any contract entered into in the ordinary course of
          trade;

     (c)  guarantees granted by a non-Security Provider in respect of the
          obligations (not being Financial Indebtedness) of any other Group
          member under any contract entered into in the ordinary course of
          trading;

     (d)  any guarantee of a Joint Venture to the extent permitted by clause
          23.9 (Joint ventures);

     (e)  any guarantee permitted under clause 23.21 (Financial Indebtedness);

     (f)  any guarantee given in respect of the netting or set-off arrangements
          permitted pursuant to paragraph (b) of the definition of Permitted
          Security;


                                       26



     (g)  guarantees comprising Existing Financial Indebtedness; or

     (h)  any guarantees granted in addition to those permitted under
          sub-paragraphs (a) to (g) above, of an aggregate amount not exceeding
          US$2,000,000.

     "PERMITTED LOAN" means:

     (a)  Financial Indebtedness which is referred to in the definition of, or
          otherwise constitutes, Permitted Financial Indebtedness (except under
          paragraph (c) of that definition);

     (b)  an Intra-Group Loan; and

     (c)  a loan made by a member of the Group to an employee or director of any
          member of the Group if the amount of that loan when aggregated with
          the amount of all other loans to employees and directors by members of
          the Group does not exceed US$750,000 (or its equivalent) at any time,

     so long as in the case of paragraph (b) above the creditor of such
     Financial Indebtedness shall (if it is an Obligor and has not already done
     so pursuant to a Transaction Security Document) grant security over its
     rights in respect of such Financial Indebtedness in favour of the Lenders
     on terms acceptable to the Agent.

     "PERMITTED NSIS ASSET" means a New Share Issue Ship or any other asset or
     assets required or relating to the Core Activities:

     (a)  where the Borrower has provided the Agent with reasonable notice of
          its acquisition prior to such acquisition;

     (b)  the acquisition of which would not result in a Default;

     (c)  where at least 20 per cent. of the funding required for the
          acquisition of such asset or assets is directly sourced from the
          proceeds of a Permitted Share Issue by the Borrower and which have
          been directly on-loaned to the relevant New Share Issue Subsidiary;
          and

     (d)  where the balance of funding (over and above the funding referred to
          in paragraph (c)) required for the acquisition of such asset or assets
          is not sourced from the Borrower or any other Obligor.

     "PERMITTED SECURITY" means:

     (a)  any lien arising by operation of law and in the ordinary course of
          trading (including any lien on a Ship for master's, officer's or
          crew's wages outstanding in the ordinary course of trading, any lien
          for salvage and any ship repairer's or outfitter's possessory lien)
          and not as a result of any default or omission by any member of the
          Group in aggregate for a sum not exceeding US$1,500,000;

     (b)  any netting or set-off arrangement entered into by any member of the
          Group in the ordinary course of its banking arrangements for the
          purpose of netting debit and credit balances of members of the Group
          but only so long as (i) such arrangement does not permit credit
          balances of Obligors to be netted or set off against debit balances of
          members of the Group which are non-Security Providers and (ii) such
          arrangement does not give rise to other Security over the assets of
          Obligors in support of liabilities of members of the Group which are
          non-Security Providers;

     (c)  any margin, netting or set-off or other security arrangement arising
          out of any Permitted FFA or any Hedge Agreement;

     (d)  any Security or Quasi-Security over or affecting any asset acquired by
          a member of the Group after the date of this Agreement if:

          (i)  the Security or Quasi-Security was not created in contemplation
               of the acquisition of that asset by a member of the Group;


                                       27



          (ii) the principal amount secured has not been increased in
               contemplation of or since the acquisition of that asset by a
               member of the Group; and

          (iii) the Security or Quasi-Security is removed or discharged within
               three months of the date of acquisition of such asset;

     (e)  any Security or Quasi-Security over or affecting any asset of any
          company which becomes a member of the Group after the date of this
          Agreement, where the Security or Quasi-Security is created prior to
          the date on which that company becomes a member of the Group; if

          (i)  the Security or Quasi-Security was not created in contemplation
               of the acquisition of that company;

          (ii) the principal amount secured has not increased in contemplation
               of or since the acquisition of that company; and

          (iii) the Security or Quasi-Security is removed or discharged within
               three months of that company becoming a member of the Group;

     (f)  any Security arising under any retention of title, hire purchase or
          conditional sale arrangement or arrangements having similar effect in
          respect of goods supplied to a member of the Group in the ordinary
          course of trading and on the supplier's standard or usual terms and
          not arising as a result of any default or omission by any member of
          the Group;

     (g)  any Quasi-Security arising as a result of a disposal which is a
          Permitted Disposal;

     (h)  any Security or Quasi-Security arising as a consequence of any finance
          lease permitted pursuant to paragraph (e) of the definition of
          "Permitted Financial Indebtedness";

     (i)  any Security arising under a standard form contract over goods,
          documents of title to goods and related documents and insurances and
          their proceeds, in each case in respect of documentary credit
          transactions in the ordinary course of trade;

     (j)  any Security and any negative covenant for the benefit of a Third
          Party Financier granted by a Purchase Option Subsidiary in accordance
          with clause 23.43 (Purchase Option Subsidiaries);

     (k)  any Security and any negative covenant granted by a New Share Issue
          Subsidiary for the benefit of a Third Party Financier; or

     (l)  any Security securing indebtedness the outstanding principal amount of
          which (when aggregated with the outstanding principal amount of any
          other indebtedness which has the benefit of Security given by any
          member of the Group other than any permitted under paragraphs (a) to
          (h) above) does not exceed US$1,500,000 (or its equivalent in other
          currencies).

     but in no case shall any Security over any shares in a Subsidiary of the
     Borrower or over any Account (other than the Excluded Existing Accounts),
     any Charter (other than a Charter entered into by a New Share Issue
     Subsidiary or a Purchase Option Subsidiary where Security has been granted,
     in the case of a Purchase Option Subsidiary, on a first priority basis or,
     in the case of New Share Issue Subsidiary on any basis, to a Third Party
     Financier), the Terminal, any Material Contract (other than a Material
     Contract entered into by a New Share Issue Subsidiary or a Purchase Option
     Subsidiary where Security has been granted, in the case of a Purchase
     Option Subsidiary, on a first priority basis or, in the case of New Share
     Issue Subsidiary on any basis, to a Third Party Financier), any CNSA Asset
     or any Owned Ship (other than a Purchase Option Ship or a New Share Issue
     Ship) constitute a Permitted Security other than any such Security created
     under the Finance Documents.

     "PERMITTED SHARE ISSUE" means an issue of:

     (a)  shares by the Borrower to its shareholders, paid for in full in cash
          upon issue (provided that, for the purposes or this paragraph (a) the
          issue of securities on the basis described in the section headed
          "Description of Securities" in the Form S-4 shall be deemed to satisfy
          this


                                       28



          requirement) and which by their terms are not redeemable and where no
          Default has occurred and is continuing or would result from the
          proposed share issue;

     (b)  shares by a member of the Group which is a Subsidiary to its immediate
          Holding Company where (i) (if the existing shares of the Subsidiary
          are the subject of the Transaction Security) the newly-issued shares
          also become subject to the Transaction Security on the same terms,
          (ii) if the Subsidiary is a Security Provider then the Holding Company
          must also be a Security Provider and (iii) the Holding Company is not
          a Purchase Option Subsidiary or a New Share Issue Subsidiary; or

     (c)  shares by the Borrower to any Seller as part of the purchase price of
          the MOA Ships payable to the relevant Seller pursuant to the relevant
          MOAs.

     "PERMITTED TRANSACTION" means:

     (a)  any disposal required, Financial Indebtedness incurred, guarantee,
          indemnity or Security or Quasi-Security given, or other transaction
          arising, under the Finance Documents;

     (b)  the solvent liquidation or reorganisation of any member of the Group
          which is not an Obligor so long as any payments or assets distributed
          as a result of such liquidation or reorganisation are distributed to
          other members of the Group; or

     (c)  transactions (other than the granting or creation of Security or the
          incurring or permitting to subsist of Financial Indebtedness)
          conducted in the ordinary course of trading on arm's length terms.

     "PLAN" means at any time any employee benefit plan (as defined in Section
     3(3) of ERISA) which is covered by ERISA and with respect to which the
     Borrower or any of its Subsidiaries or any ERISA Affiliate is (or, if such
     plan were terminated at such time, would under Section 4069 of ERISA be
     deemed to be) an "employer" within the meaning of Section 3(5) of ERISA.

     "POLLUTANT" means and includes oil and its products, any other polluting,
     toxic or hazardous substance and any other substance whose release into the
     environment is regulated or penalised by Environmental Laws.

     "PORT REPORTS" means the Uniconsult Universal Transport Consulting GmbH
     technical assessment of the Navios Grain Terminal Nueva Palmira, Uruguay
     dated 1 February 2005 and the Hughes and Hughes report in connection with
     the Navios Terminal at Nueva Palmira, Uruguay dated 22 February 2005 each
     addressed to, and/or capable of being relied upon by, the Arranger and the
     other Secured Parties.

     "PURCHASE OPTION" means each of the options contained in certain of the
     charters listed in schedule 3.16 to the Acquisition Agreement pursuant to
     which the members of the Group being party to such charters have, either
     directly or through nominees, the right to purchase under certain terms and
     conditions the Chartered Ships relevant to such charters.

     "PURCHASE OPTION MOA" means, in relation to an Additional Collateral Ship
     (other than a MOA Ship), each memorandum of agreement made or (as the
     context may require) to be made between the relevant Seller and the
     relevant Additional Collateral Owner, in relation to the sale by the
     relevant Seller, and the purchase by the relevant Additional Collateral
     Owner, of such Additional Collateral Ship (other than a MOA Ship), as such
     memorandum of agreement may be amended and/or supplemented from time to
     time with the prior written consent of the Agent (acting on the
     instructions of the Majority Lenders) and "PURCHASE OPTION MOAS" means any
     or all of them.

     "PURCHASE OPTION SHIP" means a Chartered Ship which is the subject of a
     Purchase Option which has been exercised by its rightful owner and
     consequently acquired by the relevant Purchase Option Subsidiary.

     "PURCHASE OPTION SUBSIDIARY" means a member of the Group which is formed or
     acquired for the sole purpose of acquiring a Purchase Option Ship (other
     than a New Share Issue Subsidiary) but such entity shall only be a Purchase
     Option Subsidiary if (a) any amount remains owing to a Third Party


                                       29



     Financier or (b) any Security or Quasi-Security continues to be granted by
     such Purchase Option Subsidiary to a Third Party Financier.

     "QUARTERLY BUDGET" means the quarterly budget required to be delivered by
     the Borrower pursuant to clause 21.4.2 (Budget).

     "QUASI-SECURITY" has the meaning given to that term in clause 23.15
     (Negative pledge).

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

     "REAL PROPERTY" means:

     (a)  any freehold or leasehold real property or immovable property; and

     (b)  any buildings, fixtures, fittings, fixed plant or machinery from time
          to time situated on or forming part of that freehold, leasehold real
          or immovable property.

     "RECEIVER" means a receiver or receiver and manager or administrative
     receiver of the whole or any part of the Charged Property.

     "REFERENCE BANKS" means the principal London offices of the Lenders and
     such other prime banks in the London banking market as may be selected and
     appointed by the Agent.

     "REGISTRATION REQUIREMENTS" means the making of appropriate registrations,
     filings, recordings and/or notifications of a Finance Document that are
     required to be made by law, to ensure the validity, effectiveness,
     enforceability and/or admissibility in evidence of such Finance Documents
     in any Relevant Jurisdiction.

     "REGISTRY" means such registrar, commissioner or representative of the
     relevant Flag State who is duly authorised and empowered to register an
     Owned Ship, the relevant Group member's title to such Owned Ship and the
     relevant Mortgage (if any) under the laws and flag of the relevant Flag
     State.

     "REGULATION O, T, U OR X" means Regulation O, T, U or X, respectively, of
     the Board of Governors of the Federal Reserve System of the United States
     as amended, or any successor regulation.

     "RELEVANT AMOUNT" means:

     (a)  in relation to each of (i) the Financial Quarter ending 31 December
          2005 and (ii) the first three Financial Quarters of the Financial Year
          ending 31 December 2006, an amount notified by the Borrower to the
          Agent in writing pursuant to clause 8.1.8(Total Loss/Sale), which,
          when aggregated with the amounts so notified by the Borrower in
          respect of the preceding Financial Quarters referred to in this
          paragraph (a), shall not exceed $3,000,000 in aggregate; or

     (b)  in relation to each of (i) the Financial Quarter ending 31 December
          2006 and (ii) the first three Financial Quarters of the Financial Year
          ending 31 December 2007, an amount notified by the Borrower to the
          Agent in writing pursuant to clause 8.1.8(Total Loss/Sale), which,
          when aggregated with the amounts so notified by the Borrower in
          respect of the preceding Financial Quarters referred to in this
          paragraph (b), shall not exceed $3,000,000 in aggregate.

     "RELEVANT INTERBANK MARKET" means the London interbank market.

     "RELEVANT JURISDICTION" means, in relation to an Obligor:

     (a)  its jurisdiction of incorporation or establishment;

     (b)  any jurisdiction where any asset subject to or intended to be subject
          to the Transaction Security to be created by it is situated;


                                       30



     (c)  any jurisdiction where it conducts its business; and

     (d)  the jurisdiction whose laws govern the perfection of any of the
          Transaction Security Documents entered into by it.

     "RELEVANT PERIOD" has the meaning given to that term in clause 22.1
     (Financial definitions).

     "RELEVANT VESSEL" means the Ships and any other vessel operated, managed or
     crewed by any member of the Group.

     "REPAYMENT DATE" means a Facility A Repayment Date or a Facility B
     Repayment Date or a Facility C Repayment Date or a Facility D Repayment
     Date.

     "REPAYMENT INSTALMENT" means in relation to a Facility, each repayment
     instalment in respect of that Facility due under clause 6 (Repayment).

     "REPEATING REPRESENTATIONS" means each of the representations set out in
     clause 20.2 (Status) to clause 20.7 (Governing law and enforcement)
     (inclusive), clause 20.11 (No default), clause 20.12.7 (No misleading
     information), clause 20.13.5 to clause 20.13.7 (Original Financial
     Statements), clause 20.19 (Ranking) to clause 20.21 (Legal and beneficial
     ownership), clause 20.27 (Acquisition Documents, disclosures and other
     Documents) and clause 20.31 (Pensions) to clause 20.36 (Anti-Terrorism
     Laws).

     "REPORTS" means the Accountants' Report, the Charters and COAs Report, the
     Legal Due Diligence Report, the Insurance Report, the Port Reports, the Tax
     Report and the ISE-Navios Merger Steps Paper.

     "REQUISITION COMPENSATION" means, in respect of a Ship, all sums of money
     or other compensation received from time to time by reason of the
     Compulsory Acquisition of such Ship.

     "RESIGNATION LETTER" means a letter substantially in the form set out in
     Schedule 7 (Form of Resignation Letter).

     "RETENTION ACCOUNT" means an interest-bearing dollar account:

     (a)  held in Hamburg in the Federal Republic of Germany by the Borrower
          with the Agent or Security Agent;

     (b)  identified in a letter between the Borrower and the Agent as the
          Retention Account;

     (c)  subject to Security in favour of the Security Agent which Security is
          in form and substance satisfactory to the Agent; and

     (d)  from which no withdrawals may be made by any members of the Group
          except as contemplated by this Agreement,

     (as the same may be redesignated, substituted or replaced from time to
     time).

     "RETENTION AMOUNT" means, in relation to any Retention Date, such sum as
     shall be the aggregate of:

     (a)  one-third ((1)/3rd) of the Repayment Instalment falling due for
          payment pursuant to clause 6.1 (Repayment of Loans) (as the same may
          have been reduced by any prepayment or any reduction of a Repayment
          Instalment in accordance with clauses 6.1.5, 6.1.6 and 6.1.7
          (Repayment of Loans)) on the next Repayment Date for the relevant Loan
          after the relevant Retention Date; and

     (b)  the applicable fraction (as hereinafter defined) of the aggregate
          amount of interest falling due for payment in respect of each part of
          the relevant Loan during and at the end of each Interest Period for
          such Loan current at the relevant Retention Date and, for this
          purpose, the expression "APPLICABLE FRACTION" in relation to each
          Interest Period shall mean a fraction having a numerator of one and a
          denominator equal to the number of Retention Dates falling within the
          relevant Interest Period for such Loan.


                                       31



     "RETENTION DATE" means, in relation to each Facility and a Repayment Date
     (the "RELEVANT REPAYMENT DATE") thereof (other than the last Repayment Date
     thereof), each of:

     (a)  the date falling ten(10) Business Days after the first day of the
          first month commencing immediately after the Relevant Repayment Date;

     (b)  the first day of the second month commencing immediately after the
          Relevant Repayment Date; and

     (c)  the first day of the third month commencing immediately after the
          Relevant Repayment Date,

     and "RETENTION DATES" means any or all of them. For the purposes of this
     definition, a "Relevant Repayment Date" shall be deemed to be the relevant
     set date as specified in the relevant tables of clause 6.1 (Repayment of
     Loans), and clause 30.7 (Business Days) shall not apply thereto.

     "SARBANES-OXLEY ACT" means the Sarbanes-Oxley Act 2002 of the United
     States, as amended, and the rules and regulations promulgated thereunder.

     "SECOND SECURITY COLLATERAL SHIP" means a Purchase Option Ship which is
     subject to second ranking Security in favour of the Security Agent or, as
     the case may be, the Finance Parties.

     "SECURED PARTIES" means each Finance Party from time to time party to this
     Agreement and any Receiver or Delegate.

     "SECURITIES ACT" means the Securities Act of 1933 of the United States, as
     amended, and the rules and regulations promulgated thereunder.

     "SECURITY" means:

     (a)  any mortgage, charge, pledge, lien, hypothecation, assignment by way
          of security, trust arrangement for the purpose of providing security
          or other security interest of any kind in any jurisdiction;

     (b)  any proprietary interest over an asset, or any contractual arrangement
          in relation to an asset, in each case created in relation to the
          obligation of any person and which has the same commercial effect as
          if security had been created over it; or

     (c)  any right of set-off created by agreement.

     "SECURITY PROVIDER" means an Original Security Provider or an Additional
     Security Provider being in each case a person that is from time to time
     party to one or more Transaction Security Documents and a "NON-SECURITY
     PROVIDER" is a member of the Group which is not a Security Provider.

     "SECURITY REQUIREMENT" means the amount in dollars (as certified by the
     Agent whose certificate shall, in the absence of manifest error, be
     conclusive and binding on the Parties) which, at any relevant time, is One
     hundred and twenty five per cent. (125%) of the total amount of the
     Facility A Loan, the Facility C Loans and the Facility D Loans outstanding
     at such time.

     "SECURITY VALUE" means the amount in dollars (as certified by the Agent
     whose certificate shall, in the absence of manifest error, be conclusive
     and binding on the Parties) which, at any relevant time, is the aggregate
     of (i) the market value of the Collateral Ships as most recently determined
     in accordance with clause 23.53(b) and (ii) the market value of any
     additional security for the time being actually provided to the Finance
     Parties pursuant to clause 23.53(a)(ii) as most recently determined in
     accordance with clause 23.53(e).

     "SELECTION NOTICE" means a notice substantially in the form set out in Part
     II of Schedule 4 (Selection Notice) given in accordance with clause 11
     (Interest Periods) in relation to a Facility.

     "SELLER" means, in relation to an Additional Collateral Ship, the
     registered owner of such Additional Collateral Ship as of the date of this
     Agreement, as specified opposite the relevant Additional Collateral Ship's
     name in Schedule 2 (The Ships) and "SELLERS" means any or all of them;


                                       32



     "SERVICE CONTRACT" means a service contract of each member of Key Personnel
     in agreed form.

     "SHIP INSURANCES" means such contracts of insurance a member of the Group
     maintains in respect of an Owned Ship.

     "SHIPS" means the Chartered Ships and the Owned Ships or any of them, as
     the context requires and "SHIP" means any of them.

     "SILO" means the horizontal silo no. 7 identified in the Uniconsult
     Universal Transport Consulting GmbH technical assessment of the Navios
     Grain Terminal Nueva Palmira, Uruguay, constructed at the Terminal.

     "SINGLE EMPLOYER PLAN" means any Plan which is covered by Title IV of
     ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

     "SMC" means a safety management certificate issued in respect of a Ship in
     accordance with rule 13 of the ISM Code.

     "SPECIFIED TIME" means a time determined in accordance with Schedule 10
     (Timetables).

     "SPILL" means any actual or threatened emission, spill, release or
     discharge of a Pollutant into the environment.

     "SUB-MANAGER'S UNDERTAKING" means, in relation to each Collateral Ship, an
     undertaking and assignment in the agreed form executed or (as the context
     may require) to be executed by Navimax Corporation in favour of the
     Security Agent as a condition precedent to the approval of the Management
     Agreements relating to such Collateral Ship (as the case may be) and
     "SUB-MANAGER'S UNDERTAKINGS" means any or all of them.

     "SUBSIDIARY" of a person means: (a) any other person directly or indirectly
     Controlled by such person; or (b) whose dividends or distributions on
     ordinary voting share capital that person is entitled to receive more than
     50 per cent; or (c) any entity (whether or not so Controlled) treated as a
     subsidiary in the financial statements of that person from time to time.

     "SYNDICATION DATE" means the day on which the Arranger confirms that the
     primary syndication of the Facilities has been completed.

     "TANGIBLE NET WORTH" has the meaning given to that term in clause 22.1
     (Financial definitions).

     "TARGET" means, as of prior to the ISE-Navios Merger, Navios Maritime
     Holdings Inc., a corporation incorporated under the laws of the Marshall
     Islands with corporation number 8116 (now incorporated into the Borrower).

     "TARGET GROUP" means the Target and its Subsidiaries being, as of
     immediately prior to the ISE-Navios Merger, the companies listed in
     Schedule 11 (The Group including the Target Group), except for those
     companies marked therein with an asterisk.

     "TARGET SHARES" means all of the shares of the Target, which were acquired
     by ISE in the context of the ISE-Navios Merger.

     "TAX" means any tax, levy, impost, duty or other charge or withholding of a
     similar nature (including any penalty or interest payable in connection
     with any failure to pay or any delay in paying any of the same) imposed by
     a Government Entity regardless of whether disputed.

     "TAX REPORT" means the tax report in the agreed form prepared by Mintz
     Levin Cohn Ferris Glovsky and Popeo P.C..

     "TERMINAL" means the port, transfer and storage terminal for the loading,
     unloading, transhipment, handling and storage of grain, soy beans,
     fertilizers, manganese ore, other raw material or commodities and general
     cargo, as more precisely described in the Lease presently occupying
     approximately 15 hectares of land and having two docks, one of 240 meters
     long and another of 170 meters long, situate at the Free Zone of Nueva
     Palmira, Colonia, Uruguay (and including all buildings,


                                       33



     silos and equipment located at the relevant area), as the same may from
     time to time be further developed, refurbished, redesigned, expanded or
     improved.

     "TERMINAL EARNINGS" means, in relation to the Terminal, all moneys
     whatsoever from time to time due and payable to CNSA arising out of the use
     of the Terminal.

     "TERMINAL INSURANCE PROCEEDS" has the meaning given to it in clause 8.1
     (Total Loss/Sale).

     "THIRD PARTY FINANCIER" means any bank or financial institution which
     provides financing to a Purchase Option Subsidiary or a New Share Issue
     Subsidiary for the purpose of:

     (a)  financing the acquisition by a Purchase Option Subsidiary of a
          Purchase Option Ship; or

     (b)  financing the acquisition of a Permitted NSIS Asset by a New Share
          Issue Subsidiary; or

     (c)  refinancing the financing referred to in paragraphs (a) and (b).

     "THIRD PARTY INTERCREDITOR AGREEMENT" means an intercreditor agreement
     and/or priority agreement entered into or (as the context may require) to
     be entered into between, among others, the Security Agent and a Third Party
     Financier in form and substance satisfactory to each Third Party Financier
     and the Security Agent.

     "TOTAL COMMITMENTS" means the aggregate of the Total Facility A
     Commitments, the Total Facility B1 Commitments, the Total Facility B2
     Commitments, the Total Facility B3 Commitments, the Total Facility C1
     Commitments, the Total Facility C2 Commitments, the Total Facility C3
     Commitments, the Total Facility C4 Commitments, the Total Facility C5
     Commitments, the Total Facility C6 Commitments, the Total Facility D1
     Commitments, the Total Facility D2 Commitments, the Total Facility D3
     Commitments and the Total Facility D4 Commitments, being a maximum of
     US$649,000,000 at the date of this Agreement.

     "TOTAL DEBT" has the meaning given to that term in clause 22.1 (Financial
     definitions).

     "TOTAL FACILITY A COMMITMENTS" means the aggregate of the Facility A
     Commitments, being US$125,000,000 at the date of this Agreement.

     "TOTAL FACILITY B1 COMMITMENTS" means the aggregate of the Facility B1
     Commitments, being US$175,400,000 at the date of this Agreement.

     "TOTAL FACILITY B2 COMMITMENTS" means the aggregate of the Facility B2
     Commitments, being US$40,800,000 as at the date of this Agreement.

     "TOTAL FACILITY B3 COMMITMENTS" means the aggregate of the Facility B3
     Commitments, being US$93,800,000 at the date of this Agreement.

     "TOTAL FACILITY C1 COMMITMENTS" means the aggregate of the Facility C1
     Commitments, being US$20,254,000 at the date of this Agreement.

     "TOTAL FACILITY C2 COMMITMENTS" means the aggregate of the Facility C2
     Commitments, being US$21,775,000 at the date of this Agreement.

     "TOTAL FACILITY C3 COMMITMENTS" means the aggregate of the Facility C3
     Commitments, being US$24,451,000 at the date of this Agreement.

     "TOTAL FACILITY C4 COMMITMENTS" means the aggregate of the Facility C4
     Commitments, being US$22,100,000 at the date of this Agreement.

     "TOTAL FACILITY C5 COMMITMENTS" means the aggregate of the Facility C5
     Commitments, being US$23,725,000 at the date of this Agreement.

     "TOTAL FACILITY C6 COMMITMENTS" means the aggregate of the Facility C6
     Commitments, being US$19,695,000 at the date of this Agreement.


                                       34



     "TOTAL FACILITY D1 COMMITMENTS" means the aggregate of the Facility D1
     Commitments, being US$26,550,000 at the date of this Agreement.

     "TOTAL FACILITY D2 COMMITMENTS" means the aggregate of the Facility D2
     Commitments, being US$18,000,000 at the date of this Agreement.

     "TOTAL FACILITY D3 COMMITMENTS" means the aggregate of the Facility D3
     Commitments, being US$16,900,000 at the date of this Agreement.

     "TOTAL FACILITY D4 COMMITMENTS" means the aggregate of the Facility D4
     Commitments, being US$20,550,000 at the date of this Agreement.

     "TOTAL LOSS" means:

     (a)  in relation to a Ship:

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

          (ii) the Compulsory Acquisition of such Ship; or

          (iii) the hijacking, theft, condemnation, capture, seizure, arrest,
               detention or confiscation of such Ship (other than where the same
               amounts to the Compulsory Acquisition of such Ship) by any
               Government Entity, or by persons acting or purporting to act on
               behalf of any Government Entity, unless such Ship be released and
               restored to its relevant registered owner from such hijacking,
               theft, condemnation, capture, seizure, arrest, detention or
               confiscation within 45 days after the occurrence thereof; and

     (b)  in relation to the Terminal:

          (i)  the actual, constructive, compromised or arranged total loss of
               the Terminal; or

          (ii) the Compulsory Acquisition of the Terminal and/or the other CNSA
               Assets or any of them; or

          (iii) the confiscation of the Terminal and/or the other CNSA Assets or
               any of them (other than where the same amounts to Compulsory
               Acquisition) by any Government Entity unless the Terminal and/or
               the relevant CNSA Assets are released and restored to CNSA from
               such confiscation within ten days after the occurrence thereof;
               or

          (iv) the Lease is repudiated, suspended, cancelled or terminated for
               any reason whatsoever.

     "TRANSACTION DOCUMENTS" means the Finance Documents, the Acquisition
     Documents, the Management Agreements, the MOAs, the Purchase Option MOAs,
     the Lease, the Charters, the Contracts of Affreightment, the Material
     Contracts, the Constitutional Documents and the Merger Agreement and any
     other documents designated as such by the Borrower and the Agent.

     "TRANSACTION SECURITY" means the Security created or expressed to be
     created in favour of the Security Agent or, as the case may be, the Finance
     Parties, pursuant to the Transaction Security Documents.

     "TRANSACTION SECURITY DOCUMENTS" means each of the documents listed as
     being a Transaction Security Document in paragraph 3.4 of Part I or
     paragraph 2.1 Part II of Schedule 3 (Conditions Precedent) and any document
     required to be delivered to the Agent under paragraph 2 of Part III of
     Schedule 3 (Conditions Precedent) together with any other document entered
     into by any Obligor creating or expressed to create any guarantee or any
     Security over all or any part of its assets in respect of the obligations
     of any of the Obligors under any of the Finance Documents.

     "TRANSFER CERTIFICATE" means a certificate substantially in one of the
     forms set out in Schedule 6 (Form of Transfer Certificates) or any other
     form agreed between the Agent and the Borrower.


                                       35



     "TRANSFER DATE" means, in relation to a transfer, the later of:

     (a)  the proposed Transfer Date specified in the Transfer Certificate; and

     (b)  the date on which the Agent executes the Transfer Certificate.

     "TREASURY TRANSACTIONS" means any derivative transaction entered into in
     connection with protection against or benefit from fluctuation in any rate
     or price (including any FFA).

     "TRUST DEED" means a trust deed in the form, or substantially in the form,
     set out in Schedule 13 (Form of Trust Deed).

     "TRUST PROPERTY" means, collectively, (i) the security, powers, rights,
     titles, benefits and interests (both present and future) constituted by,
     and conferred on the Security Agent under, the Transaction Security
     Documents, any other Finance Document, any Transaction Document, any Report
     or any other document in connection with the transactions contemplated by
     the Finance Documents and/or the Transactions Documents (including any
     legal opinion addressed to the Security Agent) (together the "TRUST
     DOCUMENTS"), (ii) all assets paid or transferred to or vested in the
     Security Agent or its agent or received or recovered by the Security Agent
     or its agent in connection with any of the Trust Documents whether from any
     Security Provider or any other person and (iii) all rights, benefits,
     interests and other assets at any time representing or deriving from any of
     the foregoing, including all interest, income and other sums at any time
     received or receivable by the Security Agent or its agent in respect of the
     same (or any part thereof).

     "UNPAID SUM" means any sum due and payable but unpaid by an Obligor under
     the Finance Documents.

     "U.S." and "UNITED STATES" means the United States of America, its
     territories, possessions and other areas subject to the jurisdiction of the
     United States of America.

     "US GAAP" means accounting principles, concepts, bases and policies
     generally adopted and accepted in the United States.

     "UTILISATION DATE" means, in relation to a Loan under a Facility, the date
     on which the relevant Facility is utilised by the drawing of that Loan and
     "UTILISATION DATES" means any or all of them.

     "UTILISATION REQUEST" means a notice substantially in the relevant form set
     out in Part I of Schedule 4 (Requests).

     "VAT" means value added tax as provided for in the Value Added Tax Act 1994
     and any other tax of a similar nature and analogous taxes in any other
     relevant jurisdiction.

     "VENDORS" means the shareholders listed in exhibit A of the Acquisition
     Agreement.

     "WACHOVIA ACCOUNTS" means, together, the four interest bearing dollar
     accounts of Navios Corporation held with Wachovia Bank, National
     Association in Connecticut as notified in writing by the Borrower to the
     Agent prior to the date of this Agreement.

     "WACHOVIA DEPOSIT ACCOUNT CONTROL AGREEMENTS" means, together, the control
     agreements, in the agreed form, executed or (as the context may require) to
     be executed by Navios Corporation, the Security Agent and Wachovia Bank,
     National Association in respect of the Wachovia Accounts and "WACHOVIA
     DEPOSIT ACCOUNT CONTROL AGREEMENT" means any of them.

     "WACHOVIA DEPOSIT ACCOUNT SECURITY AGREEMENTS" means, together, the
     security agreements, in the agreed form, executed or (as the context may
     require) to be executed by Navios Corporation in favour of the Security
     Agent in respect of the Wachovia Accounts and "WACHOVIA DEPOSIT ACCOUNT
     SECURITY AGREEMENT" means any of them.

     "WORKING CAPITAL ACCOUNT" means an interest bearing dollar account of the
     Borrower, opened or (as the context may require) to be opened with the
     Security Agent in Hamburg and designated the Working Capital Account and
     includes any other account designated in writing by the Agent to be a
     Working Capital Account for the purposes of this Agreement.


                                       36



1.2  CONSTRUCTION

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

     (a)  the "AGENT", the "ARRANGER", any "FINANCE PARTY", any "LENDER", any
          "OBLIGOR", any "PARTY", any "SECURED PARTY", any "SECURITY PROVIDER",
          the "SECURITY AGENT" or any other person shall be construed so as to
          include its successors in title, permitted assigns and permitted
          transferees and, in the case of the Security Agent, any person for the
          time being appointed as Security Agent or Security Agents in
          accordance with the Finance Documents;

     (b)  a document in "AGREED FORM" is a document which is previously agreed
          in writing by or on behalf of the Borrower and the Agent or, if not so
          agreed, is in the form specified by the Agent;

     (c)  "ASSETS" includes present and future properties, revenues and rights
          of every description;

     (d)  "DISPOSAL" or "DISPOSE" means a sale, lease, licence, transfer or loan
          (but not including by way of loan of money) or other disposal by a
          person of any asset, undertaking or business (whether by a voluntary
          or involuntary single transaction or series of transactions);

     (e)  the "EQUIVALENT" of an amount specified in a particular currency (the
          "SPECIFIED CURRENCY AMOUNT") shall be construed as a reference to the
          amount of the other relevant currency which can be purchased with the
          specified currency amount in the London foreign exchange market at or
          about 11 a.m. on the date the calculation falls to be made for spot
          delivery, as conclusively determined by the Agent;

     (f)  (or to any provision of) a "FINANCE DOCUMENT" or a "TRANSACTION
          DOCUMENT" or any other agreement or instrument is a reference to that
          Finance Document or Transaction Document, that provision or other
          agreement or instrument as in force for the time being and as from
          time to time amended, restated, supplemented or novated (however
          fundamentally including by any increase in amounts owing or available
          to be utilised under such document or any change to the parties
          thereto) and (where such consent is, by the terms of this Agreement or
          the relevant document, required to be obtained as a condition to such
          amendment being permitted) with the prior written consent of the Agent
          and/or any other Finance Parties;

     (g)  "GUARANTEE" means any guarantee, letter of credit, bond, indemnity or
          similar assurance against loss including a third party security
          arrangement, or any obligation, direct or indirect, actual or
          contingent, to purchase or assume any indebtedness of any person or to
          make an investment in or loan to any person or to purchase assets of
          any person where, in each case, such obligation is assumed in order to
          maintain or assist the ability of such person to meet its
          indebtedness;

     (h)  "INCLUDING" means including without limitation;

     (i)  "INDEBTEDNESS" includes any obligation (whether incurred as principal
          or as surety) for the payment or repayment of money, whether present
          or future, actual or contingent;

     (j)  "MONTH" means a period starting on one day in a calendar month and
          ending on the numerically corresponding day in the next calendar
          month, except that:

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

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

          The above rules will only apply to the last month of any period.
          "MONTHLY" shall be construed accordingly.

     (k)  something being in the "ORDINARY COURSE OF BUSINESS" or the "ORDINARY
          COURSE OF TRADE" of a person means something that is in the ordinary
          course of that person's trading or other


                                       37



          ordinary operational business and not merely anything which that
          person is entitled to do under its Constitutional Documents;

     (l)  "PAY", "PREPAY" or "REPAY" in clause 23 (General Undertakings)
          includes by way of set-off, combination of accounts or otherwise;

     (m)  a "PERSON" includes any person, firm, company, corporation,
          government, state or agency of a state or any association, trust or
          partnership (whether or not having separate legal personality) of two
          or more of the foregoing;

     (n)  a "REGULATION" includes any regulation, rule, official directive,
          request or guideline (whether or not having the force of law but one
          with which it is customary for companies undertaking similar
          activities to comply) of any governmental, intergovernmental or
          supranational body, agency, department or regulatory, self-regulatory
          or other authority or organisation;

     (o)  "RIGHTS" include all rights, whether actual or contingent, present or
          future, arising under contract or law, or in equity;

     (p)  "SPOT RATE OF EXCHANGE" shall include any premium and costs of
          exchange payable in connection with the purchase of a currency;

     (q)  "TRUSTEE", "FIDUCIARY" and "FIDUCIARY DUTY" has in each case the
          meaning given to such term under applicable law;

     (r)  (i) to the "WINDING UP", "DISSOLUTION", or "ADMINISTRATION" of a
          person or (ii) to a "RECEIVER" or "ADMINISTRATIVE RECEIVER" or
          "ADMINISTRATOR" in the context of insolvency proceedings or security
          enforcement actions in respect of a person shall be construed so as to
          include any equivalent or analogous proceedings or any equivalent and
          analogous person or appointee (respectively) under the law of the
          jurisdiction in which such person is established or incorporated or
          any jurisdiction in which such person carries on business including
          (in respect of proceedings) the seeking or occurrence of liquidation,
          winding-up, reorganisation, dissolution, administration, arrangement,
          adjustment, protection or relief of debtors;

     (s)  "WHOLLY-OWNED SUBSIDIARY" or "WHOLLY-OWNED SUBSIDIARY" has the meaning
          given to that term in section 736 of the Act;

     (t)  a provision of law is a reference to that provision as amended or
          re-enacted;

     (u)  a time of day is a reference to Central European time (CET); and

     (v)  words importing the plural shall include the singular and vice versa.

1.2.2 Section, clause and Schedule headings are for ease of reference only.

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

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

1.3  THIRD PARTY RIGHTS

1.3.1 Unless expressly provided to the contrary in a Finance Document, a person
     who is not a Party has no right under the Contracts (Rights of Third
     Parties) Act 1999 (the "THIRD PARTIES ACT") to enforce or enjoy the benefit
     of any term of this Agreement.

1.3.2 Notwithstanding any term of any Finance Document, the consent of any
     person who is not a Party is not required to rescind or vary this Agreement
     at any time.


                                       38



1.4  THE OFFER LETTER

     In the event of any conflict between the terms of the Offer Letter and the
     terms of this Agreement, the provisions of this Agreement shall prevail.


                                       39



                            SECTION 2: THE FACILITIES

2    THE FACILITIES

2.1  THE FACILITIES

2.1.1 Subject to clause 2.1.2 and the other terms of this Agreement, the Lenders
     make available:

     (a)  a dollar term loan facility in an aggregate amount equal to the Total
          Facility A Commitments;

     (b)  a dollar term loan facility in an aggregate amount equal to the Total
          Facility B1 Commitments;

     (c)  a dollar term loan facility in an aggregate amount equal to the Total
          Facility B2 Commitments;

     (d)  a dollar term loan facility in an aggregate amount equal to the Total
          Facility B3 Commitments;

     (e)  a dollar term loan facility in an aggregate amount equal to the Total
          Facility C1 Commitments;

     (f)  a dollar term loan facility in an aggregate amount equal to the Total
          Facility C2 Commitments;

     (g)  a dollar term loan facility in an aggregate amount equal to the Total
          Facility C3 Commitments;

     (h)  a dollar term loan facility in an aggregate amount equal to the Total
          Facility C4 Commitments;

     (i)  a dollar term loan facility in an aggregate amount equal to the Total
          Facility C5 Commitments;

     (j)  a dollar term loan facility in an aggregate amount equal to the Total
          Facility C6 Commitments;

     (k)  a dollar term loan facility in an aggregate amount equal to the Total
          Facility D1 Commitments;

     (l)  a dollar term loan facility in an aggregate amount equal to the Total
          Facility D2 Commitments;

     (m)  a dollar term loan facility in an aggregate amount equal to the Total
          Facility D3 Commitments; and

     (n)  a dollar term loan facility in an aggregate amount equal to the Total
          Facility D4 Commitments.

2.1.2 In the event that the first utilisation under this Agreement has not
     occurred by 30 December 2005, then on 30 December 2005:

     (a)  the Total Facility A Commitments shall be immediately reduced by
          $7,500,000; and

     (b)  the Total Facility B1 Commitments shall be immediately reduced by
          $22,600,000; and

     (c)  the Total Facility B2 Commitments shall be immediately reduced by
          $5,300,000; and

     (d)  the Total Facility B3 Commitments shall be immediately reduced by
          $12,000,000,

     and the relevant Facilities shall thereafter be available for utilisation
     to the extent of such reduced Commitments, respectively. In the event of
     such reduction, each Lender's Available Commitment in an Available Facility
     shall (as applicable) be reduced pro rata to its then Available Commitment
     in respect of such Available Facility.

2.1.3 Each Facility will be made available to the Borrower and paid to the
     Borrower or, if the Borrower so requests in the case of any Facility C Loan
     or any Facility D Loan, the relevant Loan may be paid directly to the
     relevant Seller.


                                       40



2.2  FINANCE PARTIES' RIGHTS AND OBLIGATIONS

2.2.1 The obligations of each Finance Party under the Finance Documents are
     several. Failure by a Finance Party to perform its obligations under the
     Finance Documents does not affect the obligations of any other party under
     the Finance Documents. No Finance Party is responsible for the obligations
     of any other Finance Party under the Finance Documents.

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

2.2.3 A Finance Party may, except as otherwise stated in the Finance Documents
     including clause 27.25 (All enforcement action through the Security Agent),
     separately enforce its rights under the Finance Documents.

3    PURPOSE

3.1  PURPOSE

3.1.1 The Borrower shall apply all amounts borrowed by it under Facility A,
     Facility B1, Facility B2 and Facility B3 towards refinancing in full of the
     Existing HSH Debt. To the extent that any part of the Existing HSH Debt
     (the "WORKING CAPITAL PORTION") had been borrowed by the Borrower for the
     general corporate and working capital purpose of the Group and has not, as
     of the first Utilisation Date, been so applied by the Borrower and/or the
     Group (whether because it is standing to the credit of the Working Capital
     Account (as defined in the Existing Loan Agreement) or otherwise), the
     Borrower shall ensure that a part of Facility A equal to the Working
     Capital Portion shall be used for general corporate and working capital
     purposes of the Group provided that such amounts are used to finance the
     Core Activities of the Group.

3.1.2 The Borrower shall apply all amounts borrowed by it under each of Facility
     C1, Facility C2, Facility C3, Facility C4, Facility C5, Facility C6,
     Facility D1, Facility D2, Facility D3 and Facility D4 towards:

     (a)  payment to the relevant Seller of the purchase price of the Additional
          Collateral Ship relevant to such Facility pursuant to the relevant
          Purchase Option MOA or the relevant MOA; and/or

     (b)  refinancing the Group's equity in such Additional Collateral Ship.

3.2  MONITORING

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

4    CONDITIONS OF UTILISATION

4.1  INITIAL CONDITIONS PRECEDENT

4.1.1 The Lenders will only be obliged to comply with clause 5.4 (Lenders'
     participation) in relation to any Facility A Loan or Facility B Loan, if on
     or before the proposed Utilisation Date for the Facility A Loan and the
     Facility B Loans, the Agent has received all of the documents and other
     evidence listed in Part I of Schedule 3 (Conditions Precedent) in form and
     substance satisfactory to the Agent. The Agent shall notify the Borrower
     and the Lenders promptly upon being so satisfied.

4.1.2 The Lenders will only be obliged to comply with clause 5.4 (Lenders'
     participation) in relation to any Facility C Loan or any Facility D Loan,
     if on or before the proposed Utilisation Date for the relevant Loan, the
     Agent has received all of the documents and other evidence listed in Part
     II of Schedule 3 (Conditions Precedent) in connection with the Additional
     Collateral Ship relating to such Facility C Loan or (as the case may be)
     Facility D Loan, in form and substance satisfactory to the Agent. The Agent
     shall notify the Borrower and the Lenders promptly upon being so satisfied.


                                       41



4.2  FURTHER CONDITIONS PRECEDENT

     The Lenders will only be obliged to comply with clause 5.4 (Lenders'
     participation) in relation to any Loan if on the date of the relevant
     Utilisation Request and on the proposed Utilisation Date for such Loan:

     (a)  no Default is continuing or would result from the making of the
          proposed Loan; and

     (b)  all the representations and warranties in clause 20 (Representations)
          are true.


                                       42



                             SECTION 3: UTILISATION

5    UTILISATION

5.1  DELIVERY OF A UTILISATION REQUEST

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

5.2  COMPLETION OF A UTILISATION REQUEST

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

     (a)  it identifies the Facility to be utilised;

     (b)  the proposed Utilisation Date is a Business Day within the
          Availability Period applicable to that Facility;

     (c)  the currency and amount of the proposed Loan comply with clause 5.3
          (Currency and amount); and

     (d)  the proposed Interest Period complies with clause 11 (Interest
          Periods).

5.3  CURRENCY AND AMOUNT

5.3.1 Each Facility shall be borrowed in full, in one amount, in cash on its
     Utilisation Date and shall be applied in accordance with clause 3.1
     (Purpose).

5.3.2 The currency specified in a Utilisation Request must be dollars.

5.3.3 The aggregate amount of the proposed Loans under Facility A, Facility B1,
     Facility B2 and Facility B3 shall not exceed the lower of (a) $435,000,000
     and (b) the amount of the Existing HSH Debt outstanding on the Utilisation
     Date for such Facilities.

5.3.4 The amount of the proposed Loan of each Facility must be:

     (a)  for Facility A, an amount equal to US$125,000,000 or, if less, the
          Available Facility for Facility A; or

     (b)  for Facility B1, an amount equal to US$175,400,000 or, if less, the
          Available Facility for Facility B1; or

     (c)  for Facility B2, an amount equal to US$40,800,000 or, if less, the
          Available Facility for Facility B2; or

     (d)  for Facility B3, an amount equal to US$93,800,000 or, if less, the
          Available Facility for Facility B3; or

     (e)  for Facility C1, an amount equal to the lower of (i) US$20,254,000 and
          (ii) the amount in dollars which is equal to 68% of the market value
          of the Additional Collateral Ship relevant to Facility C1 (as
          determined by the valuation of such Ship obtained pursuant to clause
          4.1 (Initial Conditions Precedent) and Part II of Schedule 3
          (Conditions Precedent)) and (iii) the Available Facility for Facility
          C1; or

     (f)  for Facility C2, an amount equal to the lower of (i) US$21,775,000 and
          (ii) the amount in dollars which is equal to 68% of the market value
          of the Additional Collateral Ship relevant to Facility C2 (as
          determined by the valuation of such Ship obtained pursuant to clause
          4.1 (Initial Conditions Precedent) and Part II of Schedule 3
          (Conditions Precedent)) and (iii) the Available Facility for Facility
          C2; or


                                       43



     (g)  for Facility C3, an amount equal to the lower of (i) US$24,451,000 and
          (ii) the amount in dollars which is equal to 68% of the market value
          of the Additional Collateral Ship relevant to Facility C3 (as
          determined by the valuation of such Ship obtained pursuant to clause
          4.1 (Initial Conditions Precedent) and Part II of Schedule 3
          (Conditions Precedent)) and (iii) the Available Facility for Facility
          C3; or

     (h)  for Facility C4, an amount equal to the lower of (i) US$22,100,000 and
          (ii) the amount in dollars which is equal to 68% of the market value
          of the Additional Collateral Ship relevant to Facility C4 (as
          determined by the valuation of such Ship obtained pursuant to clause
          4.1 (Initial Conditions Precedent) and Part II of Schedule 3
          (Conditions Precedent)) and (iii) the Available Facility for Facility
          C4; or

     (i)  for Facility C5, an amount equal to the lower of (i) US$23,725,000 and
          (ii) the amount in dollars which is equal to 68% of the market value
          of the Additional Collateral Ship relevant to Facility C5 (as
          determined by the valuation of such Ship obtained pursuant to clause
          4.1 (Initial Conditions Precedent) and Part II of Schedule 3
          (Conditions Precedent)) and (iii) the Available Facility for Facility
          C5; or

     (j)  for Facility C6, an amount equal to the lower of (i) US$19,695,000 and
          (ii) the amount in dollars which is equal to 68% of the market value
          of the Additional Collateral Ship relevant to Facility C6 (as
          determined by the valuation of such Ship obtained pursuant to clause
          4.1 (Initial Conditions Precedent) and Part II of Schedule 3
          (Conditions Precedent)) and (iii) the Available Facility for Facility
          C6; or

     (k)  for Facility D1, an amount equal to the lower of (i) US$26,550,000 and
          (ii) the amount in dollars which is equal to 64% of the market value
          of the Additional Collateral Ship relevant to Facility D1 (as
          determined by the valuation of such Ship obtained pursuant to clause
          4.1 (Initial Conditions Precedent) and Part II of Schedule 3
          (Conditions Precedent)) and (iii) the Available Facility for Facility
          D1; or

     (l)  for Facility D2, an amount equal to the lower of (i) US$18,000,000 and
          (ii) the amount in dollars which is equal to 64% of the market value
          of the Additional Collateral Ship relevant to Facility D2 (as
          determined by the valuation of such Ship obtained pursuant to clause
          4.1 (Initial Conditions Precedent) and Part II of Schedule 3
          (Conditions Precedent)) and (iii) the Available Facility for Facility
          D2; or

     (m)  for Facility D3, an amount equal to the lower of (i) US$16,900,000 and
          (ii) the amount in dollars which is equal to 64% of the market value
          of the Additional Collateral Ship relevant to Facility D3 (as
          determined by the valuation of such Ship obtained pursuant to clause
          4.1 (Initial Conditions Precedent) and Part II of Schedule 3
          (Conditions Precedent)) and (iii) the Available Facility for Facility
          D3; or

     (n)  for Facility D4, an amount equal to the lower of (i) US$20,550,000 and
          (ii) the amount in dollars which is equal to 64% of the market value
          of the Additional Collateral Ship relevant to Facility D4 (as
          determined by the valuation of such Ship obtained pursuant to clause
          4.1 (Initial Conditions Precedent) and Part II of Schedule 3
          (Conditions Precedent)) and (iii) the Available Facility for Facility
          D4.

5.4  LENDERS' PARTICIPATION

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

5.4.2 The amount of each Lender's participation in each Loan will be equal to
     the proportion borne by its Available Commitment to the Available Facility
     in respect of the Facility under which such Loan is to be made immediately
     prior to making such Loan.

5.4.3 The Borrower irrevocably authorises and directs the Agent to remit the
     proceeds of each Loan as follows:


                                       44



     (a)  in the case of a Loan to be applied for refinancing the Existing HSH
          Debt, to such account of the Agent (in its capacity as agent under the
          Existing Loan Agreement) as specified by the Borrower in the relevant
          Utilisation Request and agreed by the Agent;

     (b)  in the case of a Loan or part thereof to be applied in financing the
          acquisition of an Additional Collateral Ship, to such account of the
          Seller of such Additional Collateral Ship as specified by the Borrower
          in the relevant Utilisation Request; and

     (c)  in the case of a Loan or part thereof to be applied in refinancing the
          Group's equity in an Additional Collateral Ship, to such account of
          the Borrower as specified by it in the relevant Utilisation Request,

     and the Borrower acknowledges that such payments by the Agent that are not
     made directly to the Borrower shall constitute the making of a Loan to the
     Borrower by the Lenders (and the Agent shall obtain a good discharge
     thereof upon receipt in the relevant bank accounts).

5.5  LIMITATIONS ON UTILISATIONS

     Save as otherwise expressly agreed between the Lenders and the Borrower:

5.5.1 each of Facility A, Facility B1, Facility B2 and Facility B3 shall be
     utilised simultaneously; and

5.5.2 no other Facility shall be utilised unless each of Facility A, Facility
     B1, Facility B2 and Facility B3 have already been utilised.

5.6  HEDGE TRANSACTIONS

5.6.1 The Borrower undertakes with each of the Finance Parties that it shall, by
     no later than the date specified in the Hedge Strategy Letter delivered by
     the Borrower to the Original Hedge Counterparty in accordance with clause
     4.1 (Initial conditions precedent), enter into such interest rate hedging
     transactions as are required in the Hedge Strategy Letter so as to limit
     its exposure under this Agreement to interest rate fluctuations.

5.6.2 Any swap or hedging transaction or instrument shall be entered into on the
     basis of a Hedge Agreement and pursuant to the strategy set out in the
     Hedge Strategy Letter and shall be concluded (a) with the Original Hedge
     Counterparty and/or (b) with any other Hedge Counterparty and/or (c) with
     the prior written consent of the Lenders, with any other counterparty,
     Provided however that no such transaction or instrument shall be concluded
     or entered into by the Borrower with a counterparty other than the Original
     Hedge Counterparty, unless the Borrower shall have first given the Original
     Hedge Counterparty the opportunity to make an offer for the same or an
     equivalent transaction or instrument and (i) the Original Hedge
     Counterparty has declined or failed to provide such an offer (in full or
     for any part thereof, as the case may be) or (ii) the Original Hedge
     Counterparty has made such an offer and the Borrower (acting reasonably)
     has declined the offer of the Original Hedge Counterparty.

5.6.3 The Parties acknowledge that (a) the Borrower has already entered into the
     HSH ISDA Agreement with the Original Hedge Counterparty, (b) the Borrower
     and the Original Hedge Counterparty have entered and may enter into
     Transactions (as defined therein) pursuant to the HSH ISDA Agreement and
     (c) in doing so, the Borrower is in compliance with the strategy set out in
     the Hedge Strategy Letter and is not in breach of this clause 5.6.


                                       45



                SECTION 4: REPAYMENT, PREPAYMENT AND CANCELLATION

6    REPAYMENT

6.1  REPAYMENT OF LOANS

6.1.1 The Borrower shall repay the Facility A Loan in instalments by repaying on
     each Facility A Repayment Date the amount set out opposite that Facility A
     Repayment Date below:

   FACILITY A          REPAYMENT
 REPAYMENT DATE     INSTALMENT (US$)
-----------------   ----------------
31 December 2005        7,500,000
31 March 2006           1,798,500
30 June 2006            1,798,500
30 September 2006       1,798,500
31 December 2006        1,798,500
31 March 2007           1,798,500
30 June 2007            1,798,500
30 September 2007       1,798,500
31 December 2007        1,798,500
31 March 2008           1,798,500
30 June 2008            1,798,500
30 September 2008       1,798,500
31 December 2008        1,798,500
31 March 2009           1,798,500
30 June 2009            1,798,500
30 September 2009       1,798,500
31 December 2009        1,798,500
31 March 2010           1,798,500
30 June 2010            1,798,500
30 September 2010       1,798,500
31 December 2010        1,798,500
31 March 2011           1,798,500
30 June 2011            1,798,500
30 September 2011       1,798,500
31 December 2011        1,798,500
31 March 2012           1,798,500
30 June 2012            1,798,500
30 September 2012       1,798,500
31 December 2012        1,798,500


                                       46



   FACILITY A          REPAYMENT
 REPAYMENT DATE     INSTALMENT (US$)
-----------------   ----------------
31 March 2013           1,798,500
30 June 2013            1,798,500
30 September 2013       1,798,500
31 December 2013        1,798,500
31 March 2014           1,798,500
30 June 2014            1,798,500
30 September 2014       1,798,500
31 December 2014        1,798,500
31 March 2015           1,798,500
30 June 2015            1,798,500
30 September 2015       1,798,500
31 December 2015       47,358,500

6.1.2 The Borrower shall repay the aggregate Facility B Loans in instalments by
     repaying on each Facility B Repayment Date the amounts set out opposite
     that Facility B Repayment Date below in relation to each relevant Facility:

                           REPAYMENT INSTALMENT (US$)
   FACILITY B       ---------------------------------------
 REPAYMENT DATE     FACILITY B1   FACILITY B2   FACILITY B3
-----------------   -----------   -----------   -----------
31 December 2005     22,600,000    5,300,000    12,100,000
31 March 2006         5,457,143    1,267,858     2,917,858
30 June 2006          5,457,143    1,267,858     2,917,858
30 September 2006     5,457,143    1,267,858     2,917,858
31 December 2006      5,457,143    1,267,858     2,917,858
31 March 2007         5,457,143    1,267,858     2,917,858
30 June 2007          5,457,143    1,267,858     2,917,858
30 September 2007     5,457,143    1,267,858     2,917,858
31 December 2007      5,457,143    1,267,858     2,917,858
31 March 2008         5,457,143    1,267,858     2,917,858
30 June 2008          5,457,143    1,267,858     2,917,858
30 September 2008     5,457,143    1,267,858     2,917,858
31 December 2008      5,457,143    1,267,858     2,917,858
31 March 2009         5,457,143    1,267,858     2,917,858
30 June 2009          5,457,143    1,267,858     2,917,858
30 September 2009     5,457,143    1,267,858     2,917,858
31 December 2009      5,457,143    1,267,858     2,917,858


                                       47



                           REPAYMENT INSTALMENT (US$)
   FACILITY B       ---------------------------------------
 REPAYMENT DATE     FACILITY B1   FACILITY B2   FACILITY B3
-----------------   -----------   -----------   -----------
31 March 2010         5,457,143    1,267,858     2,917,858
30 June 2010          5,457,143    1,267,858     2,917,858
30 September 2010     5,457,143    1,267,858     2,917,858
31 December 2010      5,457,143    1,267,858     2,917,858
31 March 2011         5,457,143    1,267,858     2,917,858
30 June 2011          5,457,143    1,267,858     2,917,858
30 September 2011     5,457,143    1,267,858     2,917,858
31 December 2011      5,457,143    1,267,858     2,917,858
31 March 2012         5,457,143    1,267,858     2,917,858
30 June 2012          5,457,143    1,267,858     2,917,858
30 September 2012     5,457,143    1,267,858     2,917,858
31 December 2012      5,457,139    1,267,834     2,917,834

6.1.3 The Borrower shall repay the aggregate Facility C Loans in instalments by
     repaying on each Facility C Repayment Date the amounts set out opposite
     that Facility C Repayment Date below in relation to each relevant Facility:



                                               REPAYMENT INSTALMENT (US$)
   FACILITY C       ---------------------------------------------------------------------------------
 REPAYMENT DATE     FACILITY C1   FACILITY C2   FACILITY C3   FACILITY C4   FACILITY C5   FACILITY C6
-----------------   -----------   -----------   -----------   -----------   -----------   -----------

31 March 2006         298,000       320,000       382,000       307,000       395,500       308,000
30 June 2006          298,000       320,000       382,000       307,000       395,500       308,000
30 September 2006     298,000       320,000       382,000       307,000       395,500       308,000
31 December 2006      298,000       320,000       382,000       307,000       395,500       308,000
31 March 2007         298,000       320,000       382,000       307,000       395,500       308,000
30 June 2007          298,000       320,000       382,000       307,000       395,500       308,000
30 September 2007     298,000       320,000       382,000       307,000       395,500       308,000
31 December 2007      298,000       320,000       382,000       307,000       395,500       308,000
31 March 2008         298,000       320,000       382,000       307,000       395,500       308,000
30 June 2008          298,000       320,000       382,000       307,000       395,500       308,000
30 September 2008     298,000       320,000       382,000       307,000       395,500       308,000
31 December 2008      298,000       320,000       382,000       307,000       395,500       308,000
31 March 2009         298,000       320,000       382,000       307,000       395,500       308,000
30 June 2009          298,000       320,000       382,000       307,000       395,500       308,000
30 September 2009     298,000       320,000       382,000       307,000       395,500       308,000
31 December 2009      298,000       320,000       382,000       307,000       395,500       308,000
31 March 2010         298,000       320,000       382,000       307,000       395,500       308,000
30 June 2010          298,000       320,000       382,000       307,000       395,500       308,000



                                       48





                                            REPAYMENT INSTALMENT (US$)
    FACILITY C     ----------------------------------------------------------------------------
  REPAYMENT DATE   FACILITY C1  FACILITY C2  FACILITY C3  FACILITY C4  FACILITY C5  FACILITY C6
-----------------  -----------  -----------  -----------  -----------  -----------  -----------

30 September 2010     298,000      320,000      382,000       307,000     395,500      308,000
31 December 2010      298,000      320,000      382,000       307,000     395,500      308,000
31 March 2011         298,000      320,000      382,000       307,000     395,500      308,000
30 June 2011          298,000      320,000      382,000       307,000     395,500      308,000
30 September 2011     298,000      320,000      382,000       307,000     395,500      308,000
31 December 2011      298,000      320,000      382,000       307,000     395,500      308,000
31 March 2012         298,000      320,000      382,000       307,000     395,500      308,000
30 June 2012          298,000      320,000      382,000       307,000     395,500      308,000
30 September 2012     298,000      320,000      382,000       307,000     395,500      308,000
31 December 2012      298,000      320,000      382,000       307,000     395,500      308,000
31 March 2013         298,000      320,000      382,000       307,000     395,500      308,000
30 June 2013          298,000      320,000      382,000       307,000     395,500      308,000
30 September 2013     298,000      320,000      382,000       307,000     395,500      308,000
31 December 2013      298,000      320,000      382,000       307,000     395,500      308,000
31 March 2014         298,000      320,000      382,000       307,000     395,500      308,000
30 June 2014          298,000      320,000      382,000       307,000     395,500      308,000
30 September 2014     298,000      320,000      382,000       307,000     395,500      308,000
31 December 2014      298,000      320,000      382,000       307,000     395,500      308,000
31 March 2015         298,000      320,000      382,000       307,000     395,500      308,000
30 June 2015          298,000      320,000      382,000       307,000     395,500      308,000
30 September 2015     298,000      320,000      382,000       307,000     395,500      308,000
31 December 2015    8,632,002    9,295,016    9,553,005    10,127,000   8,300,500    7,682,985


6.1.4 The Borrower shall repay the aggregate Facility D Loans in instalments by
     repaying on each Facility D Repayment Date the amounts set out opposite
     that Facility D Repayment Date below in relation to each relevant Facility:



                                  REPAYMENT INSTALMENT (US$)
    FACILITY D      -----------------------------------------------------
  REPAYMENT DATE    FACILITY D1   FACILITY D2   FACILITY D3   FACILITY D4
-----------------   -----------   -----------   -----------   -----------

31 March 2006           454,500     537,500       552,778        522,000
30 June 2006            454,500     537,500       552,778        522,000
30 September 2006       454,500     537,500       552,778        522,000
31 December 2006        454,500     537,500       552,778        522,000
31 March 2007           454,500     537,500       552,778        522,000
30 June 2007            454,500     537,500       552,778        522,000
30 September 2007       454,500     537,500       552,778        522,000
31 December 2007        454,500     537,500       552,778        522,000



                                       49





                                  REPAYMENT INSTALMENT (US$)
    FACILITY D      -----------------------------------------------------
  REPAYMENT DATE    FACILITY D1   FACILITY D2   FACILITY D3   FACILITY D4
-----------------   -----------   -----------   -----------   -----------

31 March 2008           454,500     537,500       552,778        522,000
30 June 2008            454,500     537,500       552,778        522,000
30 September 2008       454,500     537,500       552,778        522,000
31 December 2008        454,500     537,500       552,778        522,000
31 March 2009           329,500     412,500       427,778        397,000
30 June 2009            329,500     412,500       427,778        397,000
30 September 2009       329,500     412,500       427,778        397,000
31 December 2009        329,500     412,500       427,778        397,000
31 March 2010           329,500     412,500       427,778        397,000
30 June 2010            329,500     412,500       427,778        397,000
30 September 2010       329,500     412,500       427,778        397,000
31 December 2010        329,500     412,500       427,778        397,000
31 March 2011           329,500     412,500       427,778        397,000
30 June 2011            329,500     412,500       427,778        397,000
30 September 2011       329,500     412,500       427,778        397,000
31 December 2011        329,500     412,500       427,778        397,000
31 March 2012           329,500     412,500       427,778        397,000
30 June 2012            329,500     412,500       427,778        397,000
30 September 2012       329,500     412,500       427,778        397,000
31 December 2012        329,500     412,500       427,778        397,000
31 March 2013           329,500     412,500       427,778        397,000
30 June 2013            329,500     412,500       427,778        397,000
30 September 2013       329,500     412,500       427,778        397,000
31 December 2013        329,500     412,500       427,778        397,000
31 March 2014           329,500     412,500       427,778        397,000
30 June 2014            329,500     412,500       427,778        397,000
30 September 2014       329,500     412,500       427,778        397,000
31 December 2014        329,500     412,500       427,770        397,000
31 March 2015           329,500     412,500        0/N/A         397,000
30 June 2015            329,500     412,500        0/N/A         397,000
30 September 2015       329,500     412,500        0/N/A         397,000
31 December 2015     12,199,500     412,500        0/N/A       3,567,000



                                       50



6.1.5 In the event that clause 2.1.2 (The Facilities) applies and the amount of
     the Total Facility A Commitments, the Total Facility B1 Commitments, the
     Total Facility B2 Commitments and the Total Facility B3 Commitments are
     reduced as provided therein, the Repayment Instalments of each of Facility
     A, Facility B1, Facility B2 and Facility B3 falling due on the first
     Repayment Dates for each such Facility (as shown in the relevant table for
     each such Facility in this clause 6.1 (Repayment of Loans)) shall be
     immediately cancelled and no longer due and, from that day, the first
     Repayment Instalment due under each such Facility shall be that specified
     to be due on the second Repayment Date for the relevant Facility (as shown
     in the same table).

6.1.6 In the event that any of Facility C1, Facility C2, Facility C3, Facility
     C4, Facility C5, Facility D1, Facility D2, Facility D3 or Facility D4 has
     not been utilised by 30 March 2006, the Repayment Instalment of the
     relevant Facility due on the first Repayment Date thereof (as shown in the
     relevant table for such Facility in this clause 6.1 (Repayment of Loans))
     shall be no longer due on such first Repayment Date. Assuming that the
     relevant Facility is subsequently utilised pursuant to the terms of this
     Agreement, such Repayment Instalment shall be added proportionately to, and
     shall be due and payable with, each of the Repayment Instalments of such
     Facility due on the second, third and fourth Repayment Dates for such
     Facility (as shown in the same table) and the amounts of such Repayment
     Instalments shall be increased accordingly. In the event that this clause
     applies, each portion of the relevant first Repayment Instalment of such
     Facility added to the relevant second, third and fourth Repayment
     Instalments of such Facility, respectively, shall thereafter be deemed to
     constitute part of the relevant second, third and fourth Repayment
     Instalments of such Facility, respectively.

6.1.7 In the event that Facility C6 has not been utilised by 30 March 2006, the
     Repayment Instalment of Facility C6 due on the first Repayment Date thereof
     (as shown in the table of clause 6.1.3 (Repayment of Loans)) shall be no
     longer due on such first Repayment Date. Assuming that Facility C6 is
     subsequently utilised pursuant to the terms of this Agreement, such first
     Repayment Instalment of Facility C6 shall be added to the final Repayment
     Instalment of Facility C6 (as shown in the same table) and the amount of
     such final Repayment Instalment shall be increased accordingly. In the
     event that this clause applies, the amount of the first Repayment
     Instalment of Facility C6 added to the final Repayment Instalment of
     Facility C6 shall thereafter be deemed to constitute part of the final
     Repayment Instalment of Facility C6.

6.1.8 The Borrower may not re-borrow any part of a Facility which is repaid.

6.2  EFFECT OF CANCELLATION AND PREPAYMENT ON SCHEDULED REPAYMENTS

6.2.1 If the Borrower cancels the whole or any part of the Commitment of a
     Lender under any Facility in accordance with clause 7.4 (Right of
     cancellation and repayment in relation to a single Lender) or if the
     Commitment of any Lender under any Facility is reduced under clause 7.1
     (Illegality), then the amount of the Repayment Instalments of the relevant
     Facility for each Repayment Date thereof falling after that cancellation
     will reduce pro rata by the amount cancelled.

6.2.2 If the Borrower cancels the whole or any part of the Commitments under any
     Facility in accordance with clause 7.2 (Voluntary cancellation), then the
     amount of the Repayment Instalments of the relevant Facility for each
     Repayment Date thereof falling after that cancellation will reduce in
     inverse chronological order by the amount cancelled.

6.2.3 If any Loan is prepaid in accordance with clause 7.4 (Right of
     cancellation and repayment in relation to a single Lender) or clause 7.1
     (Illegality), then the amount of the Repayment Instalments of the relevant
     Facility for each Repayment Date thereof falling after that prepayment will
     reduce pro rata by the amount of the relevant Loan prepaid.

6.2.4 If any Loan is prepaid in accordance with clause 7.3 (Voluntary prepayment
     of Loans), 8.1.6 (Total Loss/Sale) or clause 8.3 (Application of mandatory
     prepayments), then the amount of the Repayment Instalments of the relevant
     Facility for each Repayment Date thereof falling after that prepayment will
     reduce in inverse chronological order by the amount of the relevant Loan
     prepaid.


                                       51



7    ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

7.1  ILLEGALITY

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

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

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

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

7.2  VOLUNTARY CANCELLATION

     The Borrower may, if it gives the Agent not less than ten Business Days'
     (or such shorter period as the Agent may agree) prior notice, cancel the
     whole or any part (being a minimum amount of US$1,000,000) of an Available
     Facility. Any cancellation under this clause 7.2 shall reduce the
     Commitments of the Lenders under that Facility rateably.

7.3  VOLUNTARY PREPAYMENT OF LOANS

7.3.1 Subject to clause 7.3.3 the Borrower may, if it gives the Agent not less
     than ten Business Days' prior notice, prepay the whole or any part of a
     Loan (but, if in part, being an amount that reduces the amount of that Loan
     by a minimum amount of US$1,000,000).

7.3.2 A Loan may only be prepaid after the last day of the Availability Period
     of the relevant Facility (or, if earlier, the day on which the applicable
     Available Facility is zero).

7.3.3 Any voluntary prepayment shall be applied in reducing the Repayment
     Instalments in respect of Facility A, Facility C1, Facility C2, Facility
     C3, Facility C4, Facility C5, Facility C6, Facility D1, Facility D2,
     Facility D3 and Facility D4, pro rata as between such Facilities, and when
     such Facilities have been prepaid in full, in reducing the Repayment
     Instalments of Facility B1 and, when Facility B1 has been prepaid in full,
     in reducing the Repayment Instalments of Facility B2 and, when Facility B2
     has been prepaid in full, in reducing the Repayment Instalments of Facility
     B3. Such voluntary prepayments of the Facilities shall be applied against
     the relevant Repayment Instalments in accordance with clause 6.2.4 (Effect
     of cancellation and prepayment on scheduled repayments).

7.4  RIGHT OF CANCELLATION AND REPAYMENT IN RELATION TO A SINGLE LENDER

7.4.1 If:

     (a)  any sum payable to any Lender by an Obligor is required to be
          increased under clause 14.2.3 (Tax gross-up); or

     (b)  any Lender claims indemnification from the Borrower or an Obligor
          under clause 14.3 (Tax indemnity) or clause 15.1 (Increased costs),

     the Borrower may, whilst the circumstance giving rise to the requirement or
     indemnification continues, give the Agent notice of cancellation of the
     Commitments of that Lender and its intention to procure the repayment of
     that Lender's participation in the Loans.

7.4.2 On receipt of a notice referred to in clause 7.4.1 in relation to a
     Lender, the Commitments of that Lender shall immediately be reduced to
     zero.

7.4.3 On the last day of each Interest Period for a Loan which ends after the
     Borrower has given notice under clause 7.4.1 in relation to a Lender (or,
     if earlier, the date specified by the Borrower in that


                                       52



     notice), the Borrower shall repay that Lender's participation in that Loan
     together with all interest and other amounts accrued under the Finance
     Documents.

7.5  MANDATORY CANCELLATION

     If a Facility is not utilised by the last day of the Availability Period
     for that Facility, the relevant Facility shall then be immediately
     cancelled.

8    MANDATORY PREPAYMENT

8.1  TOTAL LOSS/SALE

8.1.1 For the purposes of this clause 8.1 and clause 8.2:

     "COLLATERAL SHIP INSURANCE PROCEEDS" means the proceeds of any insurance
     claim received in relation to any Collateral Ship by any member of the
     Group and after deducting any reasonable expenses in relation to that claim
     which are incurred by any member of the Group to persons who are not
     members of the Group.

     "TERMINAL INSURANCE PROCEEDS" means the proceeds of any insurance claim
     received in relation to the Terminal by any member of the Group and after
     deducting any reasonable expenses in relation to that claim which are
     incurred by any member of the Group to persons who are not members of the
     Group.

8.1.2 On the date falling 120 days after that on which a Collateral Ship (other
     than a Second Security Collateral Ship) became a Total Loss or, if earlier,
     on the date upon which the Collateral Ship Insurance Proceeds in respect of
     such Total Loss are, or Requisition Compensation is, received by the
     relevant Collateral Owner (or the Security Agent or, as the case may be the
     Secured Parties, pursuant to the relevant Transaction Security Documents)
     (as the case may be), the Borrower shall prepay to the Agent for the
     account of the Lenders an amount equal to any Collateral Ship Insurance
     Proceeds or any Requisition Compensation (as the case may be) or, in the
     case of an Existing Collateral Ship or an Additional Collateral Ship (if
     higher than the relevant Collateral Ship Insurance Proceeds or Requisition
     Compensation), the amount specified in the table below opposite the name of
     the relevant Collateral Ship by reference to the actual date of the Total
     Loss:

                             YEAR TOTAL LOSS OCCURS



Collateral Ship      2005         2006         2007         2008         2009         2010
---------------   ----------   ----------   ----------   ----------   ----------   ----------

Navios Achilles   29,930,597   27,436,381   21,949,105   18,457,202   15,464,142   12,471,082
Navios Apollon    29,066,918   26,644,675   21,315,740   17,924,599   15,017,908   12,111,216
Navios Herakles   29,930,597   27,436,381   21,949,105   18,457,202   15,464,142   12,471,082
Navios Hios       32,521,635   29,811,499   23,849,199   20,055,008   16,802,845   13,550,681
Navios Ionian     29,066,918   26,644,675   21,315,740   17,924,599   15,017,908   12,111,216
Navios Kypros     32,521,635   29,811,499   23,849,199   20,055,008   16,802,845   13,550,681
Navios Meridian   29,683,832   27,210,179   21,768,143   18,305,030   15,336,646   12,368,263
Navios Mercator   30,331,591   27,803,959   22,243,167   18,704,481   15,671,322   12,638,163
Navios Arc        32,048,668   29,377,945   23,502,356   19,763,345   16,558,478   13,353,612
Navios Horizon    28,665,924   26,277,097   21,021,678   17,677,320   14,810,727   11,944,135
Navios Galaxy     31,359,781   28,746,466   22,997,172   19,338,531   16,202,553   13,066,575
Navios Magellan   30,331,591   27,803,959   22,243,167   18,704,481   15,671,322   12,638,163
Alegria           35,770,714   32,789,821   26,231,857   22,058,607   18,481,535   14,904,464


Collateral Ship      2011         2012         2013         2014         2015
---------------   ----------   ----------   ----------   ----------   ----------

Navios Achilles   10,974,552   10,475,709    9,976,866    9,478,022    8,979,179
Navios Apollon    10,657,870   10,173,421    9,688,973    9,204,524    8,720,075
Navios Herakles   10,974,552   10,475,709    9,976,866    9,478,022    8,979,179
Navios Hios       11,924,599   11,382,572   10,840,545   10,298,518    9,756,490
Navios Ionian     10,657,870   10,173,421    9,688,973    9,204,524    8,720,075
Navios Kypros     11,924,599   11,382,572   10,840,545   10,298,518    9,756,490
Navios Meridian   10,884,072   10,389,341    9,894,611    9,399,880    8,905,150
Navios Mercator   11,121,583   10,616,057   10,110,530    9,605,004    9,099,477
Navios Arc        11,751,178   11,217,034   10,682,889   10,148,745    9,614,600
Navios Horizon    10,510,839   10,033,073    9,555,308    9,077,543    8,599,777
Navios Galaxy     11,498,586   10,975,923   10,453,260    9,930,597    9,407,934
Navios Magellan   11,121,583   10,616,057   10,110,530    9,605,004    9,099,477
Alegria           13,115,928   12,519,750   11,923,571   11,327,393   10,731,214



                                       53





Libra II          25,293,462   23,185,674   18,548,539   15,597,635   13,068,289   10,538,943
Navios Gemini S   23,545,540   21,583,412   17,266,730   14,519,750   12,165,196    9,810,642
Navios Felicity   29,930,597   27,436,381   21,949,105   18,457,202   15,464,142   12,471,082



Libra II           9,274,270    8,852,712    8,431,154    8,009,596    7,588,039
Navios Gemini S    8,633,365    8,240,939    7,848,513    7,456,088    7,063,662
Navios Felicity   10,974,552   10,475,709    9,976,866    9,478,022    8,979,179


     in each case in the manner contemplated by clause 8.3 (Application of
     mandatory prepayments).

8.1.3 On the date falling 120 days after that on which a Second Security
     Collateral Ship became a Total Loss or, if earlier on the date upon which
     the Collateral Ship Insurance Proceeds in respect of such Total Loss are,
     or Requisition Compensation is, received by the relevant Collateral Owner
     (or the Security Agent or, as the case may be, the Secured Parties,
     pursuant to the relevant Transaction Security Documents) (as the case may
     be), the Borrower shall prepay to the Agent for the account of the Lenders
     the amount specified in the table below by reference to the actual date of
     the Total Loss:

YEAR TOTAL LOSS OCCURS   PREPAYMENT AMOUNT (US$)
----------------------   -----------------------
         2005                   7,000,000
         2006                   7,000,000
         2007                   7,000,000
         2008                   4,000,000
         2009                   4,000,000
         2010                   4,000,000
         2011                   1,500,000
         2012                   1,500,000
         2013                      Nil
         2014                      Nil
         2015                      Nil

8.1.4 In the event that an Existing Collateral Ship or an Additional Collateral
     Ship is sold or is otherwise disposed of (in accordance with the terms of
     clause 23.16 (Disposals)) then on the date on which such a Collateral Ship
     is disposed of, the Borrower shall prepay an amount equal to the higher of:

     (a)  the market value of such Collateral Ship (as most recently calculated
          pursuant to valuations obtained in accordance with clause 23.37
          (Valuation of Owned Ships) and/or 23.53(b)(Security value
          maintenance)); and

     (b)  the amount specified in the table below opposite the name of the
          relevant Collateral Ship with reference to the relevant date of
          disposal (where, for the purposes of this clause 8.1.4, the relevant
          date of disposal shall be the date of transfer of title of the
          relevant Collateral Ship:


                                       54



                              YEAR DISPOSAL OCCURS



Collateral Ship     2005        2006        2007        2008        2009        2010
---------------  ----------  ----------  ----------  ----------  ----------  ----------

Navios Achilles  29,930,597  27,436,381  21,949,105  18,457,202  15,464,142  12,471,082
Navios Apollon   29,066,918  26,644,675  21,315,740  17,924,599  15,017,908  12,111,216
Navios Herakles  29,930,597  27,436,381  21,949,105  18,457,202  15,464,142  12,471,082
Navios Hios      32,521,635  29,811,499  23,849,199  20,055,008  16,802,845  13,550,681
Navios Ionian    29,066,918  26,644,675  21,315,740  17,924,599  15,017,908  12,111,216
Navios Kypros    32,521,635  29,811,499  23,849,199  20,055,008  16,802,845  13,550,681
Navios Meridian  29,683,832  27,210,179  21,768,143  18,305,030  15,336,646  12,368,263
Navios Mercator  30,331,591  27,803,959  22,243,167  18,704,481  15,671,322  12,638,163
Navios Arc       32,048,668  29,377,945  23,502,356  19,763,345  16,558,478  13,353,612
Navios Horizon   28,665,924  26,277,097  21,021,678  17,677,320  14,810,727  11,944,135
Navios Galaxy    31,359,781  28,746,466  22,997,172  19,338,531  16,202,553  13,066,575
Navios Magellan  30,331,591  27,803,959  22,243,167  18,704,481  15,671,322  12,638,163
Alegria          35,770,714  32,789,821  26,231,857  22,058,607  18,481,535  14,904,464
Libra II         25,293,462  23,185,674  18,548,539  15,597,635  13,068,289  10,538,943
Navios Gemini S  23,545,540  21,583,412  17,266,730  14,519,750  12,165,196   9,810,642
Navios Felicity  29,930,597  27,436,381  21,949,105  18,457,202  15,464,142  12,471,082


Collateral Ship     2011        2012        2013        2014        2015
---------------  ----------  ----------  ----------  ----------  ----------

Navios Achilles  10,974,552  10,475,709   9,976,866   9,478,022   8,979,179
Navios Apollon   10,657,870  10,173,421   9,688,973   9,204,524   8,720,075
Navios Herakles  10,974,552  10,475,709   9,976,866   9,478,022   8,979,179
Navios Hios      11,924,599  11,382,572  10,840,545  10,298,518   9,756,490
Navios Ionian    10,657,870  10,173,421   9,688,973   9,204,524   8,720,075
Navios Kypros    11,924,599  11,382,572  10,840,545  10,298,518   9,756,490
Navios Meridian  10,884,072  10,389,341   9,894,611   9,399,880   8,905,150
Navios Mercator  11,121,583  10,616,057  10,110,530   9,605,004   9,099,477
Navios Arc       11,751,178  11,217,034  10,682,889  10,148,745   9,614,600
Navios Horizon   10,510,839  10,033,073   9,555,308   9,077,543   8,599,777
Navios Galaxy    11,498,586  10,975,923  10,453,260   9,930,597   9,407,934
Navios Magellan  11,121,583  10,616,057  10,110,530   9,605,004   9,099,477
Alegria          13,115,928  12,519,750  11,923,571  11,327,393  10,731,214
Libra II          9,274,270   8,852,712   8,431,154   8,009,596   7,588,039
Navios Gemini S   8,633,365   8,240,939   7,848,513   7,456,088   7,063,662
Navios Felicity  10,974,552  10,475,709   9,976,866   9,478,022   8,979,179


          in each case in the manner contemplated by clause 8.3 (Application of
          Mandatory Prepayments).

8.1.5 In the event that a Second Security Collateral Ship is sold or is
     otherwise disposed of in accordance with the terms of clause 23.16
     (Disposals) then on the date on which such Second Security Collateral Ship
     is disposed of, the Borrower shall prepay the amount specified in the table
     below by reference to the actual date of the disposal (where for purposes
     of this clause 8.1.5 the relevant date of disposal shall be the date of
     transfer of title of the relevant Second Security Collateral Ship):

YEAR TOTAL LOSS OCCURS   PREPAYMENT AMOUNT (US$)
----------------------   -----------------------
         2005                   7,000,000
         2006                   7,000,000
         2007                   7,000,000
         2008                   4,000,000
         2009                   4,000,000
         2010                   4,000,000
         2011                   1,500,000
         2012                   1,500,000
         2013                      Nil
         2014                      Nil
         2015                      Nil


                                       55



          in each case in the manner contemplated by clause 8.3 (Application of
          Mandatory Prepayments).

8.1.6 If the Terminal (i) becomes a Total Loss or (ii) suffers damage or is
     involved in an incident which in the opinion of the Agent may result in the
     Terminal subsequently becoming a Total Loss (each such event being a
     "TERMINAL EVENT"), the Borrower shall, on the date falling 120 days after
     that on which the Terminal suffered such damage or became a Total Loss or
     was involved in such incident (as the case may be) or, if earlier, on the
     date upon which the Terminal Insurance Proceeds in respect of such damage
     or, as the case may be, Total Loss are received by CNSA (or the Security
     Agent pursuant to the relevant Transaction Security Documents) (as the case
     may be), prepay to the Agent for the account of the Lenders an amount equal
     to ten per cent. of the outstanding Facilities at the time of the Terminal
     Event (the "TERMINAL PREPAYMENT AMOUNT"). The Terminal Prepayment Amount
     shall be paid in the following instalments:

     (a)  an immediate payment of an instalment being the higher of (i) 60 per
          cent. of the Terminal Prepayment Amount and (ii) any Terminal
          Insurance Proceeds paid in respect of the relevant Terminal Event (the
          "IMMEDIATE PREPAYMENT AMOUNT"); and

     (b)  to the extent that the amount paid as the Immediate Prepayment Amount
          pursuant to (a) above is less than the Terminal Prepayment Amount, the
          difference will be paid to the Agent for the account of the Lenders in
          equal instalments over the remaining tenor of the Facility B2 Loan
          (the "INSTALMENT PREPAYMENT AMOUNTS"). Payments of any Instalment
          Prepayment Amounts will fall due on each Facility B Repayment Date,
          shall be made in addition to the Facility B repayment amount then
          falling due under clause 6.1.2 (Repayment of Loans) in respect of
          Facility B2 and shall be applied in inverse chronological order
          against each Repayment Instalment falling due after the making of such
          Instalment Prepayment Amount (as provided in clause 6.2.4).

8.1.7 For the purposes of clauses 8.1.2, 8.1.3 and 8.1.6 above, a Total Loss
     shall be deemed to have occurred:

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

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

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

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

     (e)  in the case of hijacking, theft, condemnation, capture, seizure,
          arrest, detention or confiscation of such Collateral Ship (other than
          where the same amounts to Compulsory Acquisition of such Collateral
          Ship) by any Government Entity, or by persons purporting to act on
          behalf of any Government Entity, which deprives the relevant
          Collateral Owner of the use of such Collateral Ship for more than 60
          days, upon the expiry of the period of 60 days after the date upon
          which the relevant hijacking, theft, condemnation, capture, seizure,
          arrest, detention or confiscation occurred;

     (f)  in the case of an actual total loss of the Terminal on the actual date
          and at the time the Terminal was lost;

     (g)  in the case of a constructive total loss of the Terminal, upon the
          date and at the time notice of abandonment of the Terminal or notice
          that the Terminal is not economic to repair or reinstate is given to
          the insurers of the Terminal for the time being;


                                       56



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

     (i)  if the Lease of the Terminal is repudiated, suspended, cancelled or
          terminated on the date and at the time such repudiation, suspension,
          cancellation or termination is made or done, notwithstanding that
          there may be a grace or notice period prior to which any repudiation,
          suspension, cancellation or termination cannot take place; and

     (j)  in the case of confiscation of the Terminal and/or the other CNSA
          Assets or any of them (other than where the same amounts to Compulsory
          Acquisition) by any Government Entity, or by persons purporting to act
          on behalf of any Government Entity, which deprives CNSA of the use of
          the Terminal and/or the CNSA Assets or any of them for more than 30
          days, upon the expiry of the period of 30 days after the date upon
          which the relevant confiscation occurred.

8.1.8 No later than five Banking Days prior to each Excess Cash Calculation
     Date, the Borrower shall notify the Agent in writing of:

     (a)  the amount of dividend (which shall qualify as a Permitted
          Distribution), if any, which it intends to declare and distribute;

     (b)  the Relevant Amount (if applicable); and

     (c)  the amount of Excess Cash,

     in each case, for the Financial Quarter to which such Excess Cash
     Calculation Date relates.

     The Borrower shall not advise the Agent of a Relevant Amount (and such
     Relevant Amount shall not be taken into account in the calculation of
     Excess Cash pursuant to clause 1.2), unless (i) the Borrower has previously
     notified the Agent in writing that it intends to distribute in respect of
     the relevant Financial Quarter, a dividend equal to or in excess of such
     Relevant Amount and (ii) any such dividend would otherwise constitute a
     Permitted Distribution.

     Each notification of Excess Cash by the Borrower to the Agent (A) shall be
     signed by the Chief Financial Officer and a Director of the Borrower, (B)
     shall set out in detail the calculations and method of computation of the
     amount of Excess Cash advised to the Agent (each of which shall be made in
     accordance with the Accounting Principles) and (C) shall be accompanied by
     appropriate documents evidencing the accuracy of the information and
     computations contained therein and, if the Agent shall so request, the
     Borrower shall provide the Agent forthwith with such further information
     and documents relating thereto as the Agent may in its sole discretion
     require. The Agent shall be entitled to re-calculate the amount of the
     Excess Cash in respect of a Financial Quarter, by reference to the
     documents and information supplied to it by the Borrower or otherwise
     available to it and, if there is any difference between the amount of
     Excess Cash notified by the Borrower to the Agent and the amount of Excess
     Cash re-calculated by the Agent for the same period, the amount calculated
     by the Agent shall be deemed to be the amount of Excess Cash for such
     period for the purposes of this Agreement.

     Within ten Banking Days after each such notification (or, if applicable,
     recalculation) of Excess Cash in respect of a Financial Quarter (other than
     the fourth Financial Quarters of each Financial Year) and provided such
     Excess Cash is a positive figure, the Borrower shall prepay to the Agent
     for the account of the Lenders a part of the Loans equal to (i) the amount
     of dividend which the Borrower notified the Agent pursuant to clause
     8.1.8(Total Loss/Sale) that it intends to declare in respect of such
     Financial Quarter minus (if applicable) (ii) any Relevant Amount which the
     Borrower notified the Agent pursuant to the same clause (and to the extent
     it was entitled to do so thereunder) in respect of such Financial Quarter.

     Within ten Banking Days after each such notification (or, if applicable,
     recalculation) of Excess Cash in respect of the fourth Financial Quarter of
     a Financial Year and provided such Excess Cash is a positive figure, the
     Borrower shall prepay to the Agent for the account of the Lenders a part of
     the Loans equal to (i) the amount of that Excess Cash minus (ii) the amount
     of dividend which the Borrower notified the Agent pursuant to clause
     8.1.8(Total Loss/Sale) that it intends to declare in respect of such
     Financial Quarter.


                                       57



     Any prepayment made under this clause 8.1.8(Total Loss/Sale) shall be
     applied in reducing the Repayment Instalments in respect of Facility B1,
     Facility B2 and Facility B3 in inverse chronological order (and pro rata as
     between such Facilities) until such three Facilities have been repaid in
     full and, thereafter, shall be applied in reducing the Repayment
     Instalments in respect of Facility A, Facility C1, Facility C2, Facility
     C3, Facility C4, Facility C5, Facility C6, Facility D1, Facility D2,
     Facility D3 and Facility D4 in inverse chronological order (and pro rata as
     between such Facilities).

8.1.9 Subject to clause 8.1.11, in the event that a member of the Group seeks to
     exercise its rights under a Purchase Option but is for any reason unable to
     acquire the ship pursuant to such Purchase Option, the Borrower shall pay
     to the Agent on the earlier of the date when such Purchase Option would
     otherwise have been exercised or on the final date when such Purchase
     Option was stated as being capable of exercise an amount equal to 0.84 per
     cent. of the total Loans under Facility A, Facility B1, Facility B2 and
     Facility B3 outstanding at such time. Any such prepayment shall be applied
     in reducing the Repayment Instalments in respect of Facility B1 in inverse
     chronological order until Facility B1 has been prepaid in full and,
     thereafter, shall be applied in reducing the Repayment Instalments in
     respect of Facility B2 and Facility B3 in inverse chronological order (and
     pro rata as between Facility B2 and Facility B3) until such two Facilities
     have been repaid in full and, thereafter, shall be applied in reducing the
     Repayment Instalments in respect of Facility A, Facility C1, Facility C2,
     Facility C3, Facility C4, Facility C5, Facility C6, Facility D1, Facility
     D2, Facility D3 and Facility D4 in inverse chronological order (and pro
     rata as between such Facilities).

8.1.10 Subject to clause 8.1.11, in the event that a Chartered Ship is withdrawn
     from charter or any Charter is terminated prior to the expiration of its
     term (except in the case of a termination of a Carter of a Purchase Option
     Ship as a result of the acquisition of such Purchase Option Ship by a
     member of the Group pursuant to the relevant Purchase Option), the Borrower
     shall pay to the Agent within ten days of such withdrawal or termination an
     amount equal to:

     (a)  in respect of a Chartered Ship where the relevant Charter does not
          contain a Purchase Option, two per cent.; and

     (b)  in respect of a Chartered Ship where the relevant Charter does contain
          a Purchase Option, 2.84 per cent.,

     (in each case) of the total Loans under Facility A, Facility B1, Facility
     B2 and Facility B3 outstanding at such time. Any such prepayment shall be
     applied in reducing the Repayment Instalments in respect of Facility B1 in
     inverse chronological order until Facility B1 has been prepaid in full and,
     thereafter, shall be applied in reducing the Repayment Instalments in
     respect of Facility B2 and Facility B3 in inverse chronological order (and
     pro rata as between Facility B2 and Facility B3) until such two Facilities
     have been repaid in full and, thereafter, shall be applied in reducing the
     Repayment Instalments in respect of Facility A, Facility C1, Facility C2,
     Facility C3, Facility C4, Facility C5, Facility C6, Facility D1, Facility
     D2, Facility D3 and Facility D4 in inverse chronological order (and pro
     rata as between such Facilities).

8.1.11 If either of the circumstances in clauses 8.1.9 and/or 8.1.10 apply but
     the Borrower has procured the replacement of the relevant Purchase Option,
     Chartered Ship or Charter (as the case may be) with an adequate alternative
     (as determined by the Agent, acting reasonably, but taking into
     consideration the terms of the relevant Purchase Option or Charter and the
     proposed replacement(s)) within 60 days of (a) the date the Purchase Option
     would otherwise have been exercised or on the final date when the relevant
     Purchase Option was stated as being capable of exercise (in the case of a
     Purchase Option) or (b) the date of withdrawal or termination (in the case
     of a Chartered Ship or Charter) then no such prepayment pursuant to clause
     8.1.9 and/or 8.1.10 shall be required provided that in each case the
     Borrower has provided full details (to the satisfaction of the Agent,
     acting reasonably) relating to such replacement 5 Business Days prior to
     the date a prepayment would otherwise be required to have been made under
     clauses 8.1.9 and/or 8.1.10 in the absence of any adequate replacement.

8.2  DISPOSAL PROCEEDS, INSURANCE PROCEEDS AND ACQUISITION PROCEEDS

8.2.1 For the purposes of this clause 8.2, clause 8.3 (Application of mandatory
     prepayments) and clause 8.4 (Retention Account and Holding Account -
     mandatory prepayment):

     "ACQUISITION ADJUSTMENT PROCEEDS" means any amount that may fall due from
     the Vendors to the Borrower under section B(b) of schedule 2.2 of the
     Acquisition Agreement.


                                       58



     "ACQUISITION PROCEEDS" means (i) any Acquisition Adjustment Proceeds and
     (ii) the proceeds of a claim (a "RECOVERY CLAIM") against the Vendors or
     any of their Affiliates (or any employee, officer or adviser) in relation
     to the Acquisition Documents or against the provider of any Report (in its
     capacity as a provider of that Report), and after deducting:

     (a)  any reasonable expenses which are incurred by any member of the Group
          to persons who are not members of the Group; and

     (b)  any Tax incurred and required to be paid by a member of the Group (as
          reasonably determined by the relevant member of the Group on the basis
          of existing rates and taking into account any available credit,
          deduction or allowance),

     in each case in relation to that Recovery Claim (such proceeds net of such
     deductions being "NET PROCEEDS" of such Recovery Claim),

     except for Excluded Acquisition Proceeds.

     "DISPOSAL PROCEEDS" means the consideration receivable by any member of the
     Group (including any amount receivable in repayment of intercompany debt)
     for any disposal made by any member of the Group and after deducting:

     (a)  reasonable expenses incurred by any member of the Group to persons who
          are not members of the Group; and

     (b)  any Tax incurred and required to be paid by the seller (as reasonably
          determined by the seller, on the basis of existing rates and taking
          account of any available credit, deduction or allowance),

     in each case with respect to or in connection with that disposal (such
     consideration receivable net of such deductions being "NET PROCEEDS" of
     such disposal),

     except for Excluded Disposal Proceeds.

     For the purposes of this definition of Disposal Proceeds:

     "CONSIDERATION RECEIVABLE" shall, in addition to consideration directly
     attributable to such disposal, include any amount owing to and set-off by
     the relevant purchaser that does not relate to such disposal.

     "REASONABLE EXPENSES" shall include any provision in respect of the
     relevant disposal for indemnities or contingent liabilities in respect of
     warranty claims payable under the terms of the relevant disposal, arising
     directly in respect of such disposal provided that such provisions deducted
     shall be considered to be consideration received relating to the relevant
     disposal to the extent such provision is released without payment of the
     relevant liability.

     "EXCLUDED ACQUISITION PROCEEDS" means:

     (a)  any net proceeds of a Recovery Claim which are less than US$1,000,000
          (or its equivalent in other currencies) which are received at any time
          when no Default has occurred and is continuing (an "EXCLUDED RECOVERY
          CLAIM"); or

     (b)  in relation to a Recovery Claim not being an excluded Recovery Claim:

          (i)  if the Borrower gives written notice to the Agent of its
               intention to apply the net proceeds of the relevant Recovery
               Claim in a permitted application prior to the date falling 15
               Business Days after receipt of such net proceeds, those net
               proceeds of that Recovery Claim are then applied, or legally
               committed to be applied (under a binding contract subject only to
               conditions typical for contracts of such type), within three
               months after the date of such receipt (or, where so committed to
               be applied, are then actually so applied within six months after
               the date of such receipt) in a permitted application (and, in
               each case, such net proceeds not so applied will be deemed to be
               Acquisition Proceeds received for the purposes of clause 8.3.2
               (Application of mandatory prepayments) at the end of the
               applicable three or six month period, as the case may be); or


                                       59



          (ii) where no such notice is given, those net proceeds of the relevant
               Recovery Claim which are applied within five Business Days of
               receipt in a permitted application (and such net proceeds not so
               applied will be deemed to be Acquisition Proceeds received for
               the purposes of clause 8.3.2 (Application of mandatory
               prepayments) at the end of such five Business Days period),

          provided that if the Borrower has made a payment or payments in
          respect of a cost or loss the subject of an insurance claim and the
          proceeds received in connection with such claim are used to compensate
          for a permitted application which has already been made then the
          amount of such proceeds received shall be deemed to have been applied
          at the date of receipt to the extent of the compensated permitted
          application.

     For the purposes of this definition of Excluded Acquisition Proceeds a
     "PERMITTED APPLICATION" means at any time when no Default has occurred and
     is continuing any proceeds of a Recovery Claim which are applied:

     (a)  to satisfy (or reimburse a member of the Group which has discharged)
          any liability, charge or claim upon a member of the Group by a person
          which is not a member of the Group; or

     (b)  in the replacement, reinstatement and/or repair of assets of members
          of the Group which have been lost, destroyed or damaged; or

     (c)  in compensating any member of the Group for any liability or loss
          (including loss of tax relief) or to make good any shortfall in assets
          (including working capital),

     in each case as a result of the events or circumstances giving rise to that
     Recovery Claim.

     "EXCLUDED DISPOSAL PROCEEDS" means:

     (a)  the proceeds of a disposal as is referred to in paragraphs (a), (b),
          (c), (e), (h), (i) (to the extent such disposal relates to an Owned
          Ship), (j), (l) or (m) of the definition of Permitted Disposal or a
          disposal of an asset with a book value and market value of less than
          US$500,000 (or its equivalent in other currencies) which in the case
          of paragraphs (a) to (i) and (j) (to the extent it relates to an
          Existing Collateral Ship or an Additional Collateral Ship) of the
          definition of Permitted Disposal are received when no Default has
          occurred and is continuing (each an "EXCLUDED DISPOSAL"); or

     (b)  in relation to a disposal not being (a) an excluded disposal or (b)
          the disposal of a Collateral Ship:

          (i)  if the Borrower gives the Agent written notice of its intention
               to reinvest the net proceeds of that relevant disposal in a
               permitted application prior to the later of (xx) the date which
               is five Business Days after the date of that relevant disposal or
               (yy) the receipt of such proceeds, those net proceeds of that
               relevant disposal are then applied, or legally committed to be
               applied (under a binding contract subject only to conditions
               typical for contracts of such type), within three months after
               the date of that relevant disposal (or where so committed to be
               applied, are then actually so applied within six months after the
               date of that relevant disposal) in a permitted application (and,
               in each case, such net proceeds not so applied will be deemed to
               be Disposal Proceeds received for the purposes of clause 8.3.2
               (Application of mandatory prepayments) at the end of the
               applicable three or six month period as the case may be); or

          (ii) where no such notice is given, those net proceeds of that
               relevant disposal which are applied within five Business Days
               following the later of (xx) date of that relevant disposal or
               (yy) the receipt of such proceeds, in a permitted application
               (and such net proceeds not so applied will be deemed to be
               Disposal Proceeds received for the purposes of clause 8.3.2
               (Application of mandatory prepayments) at the end of such five
               Business Days period).

          For the purposes of this definition of Excluded Disposal Proceeds, a
          "PERMITTED APPLICATION" means at any time when no Default has occurred
          and is continuing in respect of a disposal of an asset or intellectual
          property right, the re-investment of the net proceeds of such disposal
          in the acquisition by a member of the Group (being a Security Provider
          if the seller was a Security Provider) of an asset or (as the case may
          be) intellectual property right similar in type and of comparable or
          superior value and quality to that asset or (as the case may be)
          intellectual property right the subject of any relevant disposal.


                                       60



     "EXCLUDED INSURANCE PROCEEDS" means:

     (a)  the Collateral Ship Insurance Proceeds;

     (b)  the Terminal Insurance Proceeds;

     (c)  the net proceeds of an insurance claim which are less than US$500,000
          (or its equivalent in other currencies);

     (d)  the proceeds of an insurance claim relating to business interruption
          or loss of profit only;

     (e)  the proceeds of an insurance claim relating to any Purchase Option
          Ship owned by any Purchase Option Subsidiary;

     (f)  the proceeds of an insurance claim relating to any New Share Issue
          Ship,

          in the case of paragraphs (c) to (e) (inclusive) above at any time
          when no Default has occurred and is continuing (each an "EXCLUDED
          CLAIM"); or

     (g)  in relation to an insurance claim not being an excluded claim:

          (i)  if the Borrower gives written notice to the Agent of its
               intention to apply the net proceeds of the relevant insurance
               claim in a permitted application prior to the date 15 Business
               Days after receipt of such net proceeds, those net proceeds of
               that insurance claim are then applied, or legally committed to be
               applied (under a binding contract subject only to conditions
               typical for contracts of such type), within three months after
               the date of such receipt (or, where so committed to be applied,
               are then actually so applied within six months after the date of
               such receipt) in a permitted application (and, in each case, such
               net proceeds not so applied will be deemed to be Insurance
               Proceeds received for the purposes of clause 8.3.2 (Application
               of mandatory prepayments) at the end of the applicable three or
               six month period, as the case may be); or

          (ii) where no such notice is given, those net proceeds of the relevant
               insurance claim which are applied within 15 Business Days of
               receipt in a permitted application (and such net proceeds not so
               applied will be deemed to be Insurance Proceeds received for the
               purposes of clause 8.3.2 (Application of mandatory prepayments)
               at the end of such 15 Business Days period).

     For the purposes of this definition of Excluded Insurance Proceeds, a
     "PERMITTED APPLICATION" means at any time when no Default has occurred and
     is continuing:

     (a)  to the replacement, reinstatement and/or repair of the assets in
          respect of which the relevant insurance claim was made; or

     (b)  in relation to an insurance claim relating to third party liability,
          to satisfy (or reimburse a member of the Group which has discharged)
          any liability, charge or claim upon a member of the Group by a person
          which is not a member of the Group; or

     (c)  where the Group member concerned is obliged as a landlord or tenant to
          apply the proceeds of the insurance claim in accordance with any lease
          of any Real Property (then only to the extent that it is so required
          and does so apply such proceeds).

     "INSURANCE PROCEEDS" means the proceeds of any insurance claim received by
     any member of the Group and after deducting any reasonable expenses in
     relation to that claim which are incurred by any member of the Group to
     persons who are not members of the Group (such proceeds net of such
     deductions being "NET PROCEEDS" of such insurance claim) except for
     Excluded Insurance Proceeds.

8.2.2 The Borrower shall prepay Loans in the following amounts at the times and
     in the order of application contemplated by clause 8.3 (Application of
     mandatory prepayments):

     (a)  the amount of Acquisition Proceeds;

     (b)  the amount of Disposal Proceeds; and


                                       61



     (c)  the amount of Insurance Proceeds.

8.3  APPLICATION OF MANDATORY PREPAYMENTS

8.3.1 A prepayment made under clauses 8.1 (Total Loss/Sale) or 8.2 (Disposal
     Proceeds, Insurance Proceeds and Acquisition Proceeds) shall be applied in
     prepayment of the Loans as contemplated in clauses 8.3.2 to 8.3.5.

8.3.2 Unless the Borrower makes an election under clause 8.3.4, it shall prepay
     Loans at the following times:

     (a)  in the case of any prepayment relating to an amount received under
          clauses 8.1.2 to 8.1.6, 8.1.8to 8.1.10(Total Loss/Sale) and
          23.53(a)(i)(Security value maintenance), at the time specified and in
          accordance with the procedure set out in such clause; and

     (b)  in the case of any prepayment relating to the amounts of Acquisition
          Proceeds, Disposal Proceeds or Insurance Proceeds, promptly upon
          receipt of those proceeds.

8.3.3 Save as provided in clauses 8.1.6(b), 8.1.8, 8.1.9, 8.1.10 (Total
     Loss/Sale), 23.53(a)(i) (Security Value Maintenance) and in this clause
     8.3.3, a prepayment under clauses 8.1 (Total Loss/Sale) and 8.2 (Disposal
     Proceeds, Insurance Proceeds and Acquisition Proceeds) (other than a
     prepayment of Acquisition Adjustment Proceeds) shall be applied in reducing
     the Repayment Instalments in respect of Facility A, Facility C1, Facility
     C2, Facility C3, Facility C4, Facility C5, Facility C6, Facility D1,
     Facility D2, Facility D3 and Facility D4, pro rata as between such
     Facilities, and when such Facilities have been prepaid in full, in reducing
     the Repayment Instalments of Facility B1 and, when Facility B1 has been
     prepaid in full, in reducing the Repayment Instalments of Facility B2 and,
     when Facility B2 has been prepaid in full, in reducing the Repayment
     Instalments of Facility B3. Such mandatory prepayments of the Facilities
     shall be applied against the relevant Repayment Instalments in accordance
     with clause 6.2.4 (Effect of cancellation and prepayment on scheduled
     repayments). Any prepayment made in respect of any Acquisition Adjustment
     Proceeds shall be applied in reduction of the Repayment Instalments in
     respect of Facility A, Facility B1, Facility B2 and Facility B3 in
     chronological order (and pro rata as between such Facilities), taking into
     account the provisions of clause 6.1.5 (Repayment of Loans).

8.3.4 Subject to clause 8.3.5, the Borrower may elect that any prepayment of a
     Loan required under clauses 8.1 (Total Loss/Sale) or 8.2 (Disposal
     Proceeds, Insurance Proceeds and Acquisition Proceeds) be applied in
     prepayment of that Loan on the last day of the Interest Period relating to
     that Loan provided that the remaining term of such Interest Period is less
     than three months and that pending prepayment the moneys falling to be
     applied under clause 8.1 (Total Loss/Sale) or 8.2 (Disposal Proceeds,
     Insurance Proceeds and Acquisition Proceeds) shall be deposited in the
     Retention Account. If the Borrower makes that election then a proportion of
     that Loan equal to the amount of the relevant prepayment will be due and
     payable (by way of prepayment) on the last day of its Interest Period.

8.3.5 If the Borrower has made an election under clause 8.3.4 but a Default has
     occurred and is continuing, that election shall no longer apply and a
     proportion of the Loan in respect of which the election was made equal to
     the amount of the relevant prepayment shall be immediately due and payable
     (unless the Agent otherwise agrees in writing).

8.4  RETENTION ACCOUNT AND HOLDING ACCOUNT - MANDATORY PREPAYMENT

8.4.1 The Borrower shall ensure that:

     (a)  Amounts received as prepayments under clauses 8.1 (Total Loss/Sale) or
          8.2 (Disposal Proceeds, Insurance Proceeds and Acquisition Proceeds),
          in respect of which the Borrower has made an election under clause
          8.3.4 (Application of mandatory prepayments) are paid into the
          Retention Account promptly upon receipt by a member of the Group; and

     (b)  Excluded Disposal Proceeds, Excluded Insurance Proceeds and/or
          Excluded Acquisition Proceeds, which are not the proceeds of an
          excluded disposal, excluded claim or excluded Recovery Claim, are paid
          into the Holding Account promptly upon receipt by a member of the
          Group. Pending the giving of any notice or expiry of any specified
          period (as set out in the


                                       62



          relevant definition of Excluded Acquisition Proceeds, Excluded
          Disposal Proceeds or Excluded Insurance Proceeds), relevant proceeds
          in respect of which the Borrower has not complied with clause 8.4.1(a)
          shall be paid into the Holding Account.

8.4.2 The Borrower irrevocably authorises the Agent to apply:

     (a)  amounts credited to the Retention Account; and

     (b)  amounts credited to the Holding Account which are intended to be used
          for a permitted application within a specified period (as set out in
          the relevant definition of Excluded Acquisition Proceeds, Excluded
          Disposal Proceeds or Excluded Insurance Proceeds) but which are not so
          used within the relevant specified period, (or such longer time period
          as the Agent may agree),

     to pay amounts due and payable under clauses 8.1 (Total Loss/Sale), 8.2
     (Disposal Proceeds, Insurance Proceeds and Acquisition Proceeds) and 8.3
     (Application of mandatory prepayments) and otherwise under the Finance
     Documents. The Borrower further irrevocably authorises the Agent to so
     apply amounts credited to the Holding Account whether or not the relevant
     specified period has elapsed if a Default has occurred and is continuing.
     The Borrower also irrevocably authorises the Agent to transfer any amounts
     credited to the Holding Account referred to in this clause 8.4.2 to the
     Retention Account pending payment of amounts due and payable under the
     Finance Documents (but if all such amounts have been paid any such amounts
     remaining credited to the Retention Account may (unless a Default has
     occurred) be transferred back to the Holding Account).

8.4.3 The Security Agent or Agent with which the Retention Account, the Working
     Capital Account and/or the Holding Account is held acknowledges and agrees
     that (i) interest shall accrue at normal commercial rates on amounts
     credited to those accounts and that the account holder shall be entitled to
     receive such interest (which shall be paid in accordance with the mandate
     relating to such account) unless a Default is continuing and (ii) each such
     account is subject to the Transaction Security. None of the Finance Parties
     shall have any responsibility to any member of the Group for any loss
     occasioned as a consequence of the application of the amounts credited to
     those accounts prior to the last day of any deposit period, where such
     application is permitted by the terms of the Finance Documents.

8.5  EXCLUDED PROCEEDS

     Where Excluded Acquisition Proceeds, Excluded Disposal Proceeds and
     Excluded Insurance Proceeds include amounts which are intended to be used
     for a permitted application within a specified period (as set out in the
     relevant definition of Excluded Acquisition Proceeds, Excluded Disposal
     Proceeds or Excluded Insurance Proceeds), the Borrower shall ensure that
     those amounts are used for that purpose and shall promptly deliver a
     certificate to the Agent at the time of such application and at the end of
     such period confirming the amount (if any) which has been so applied within
     the requisite time periods provided for in the relevant definition.

9    RESTRICTIONS

9.1  NOTICES OF CANCELLATION OR PREPAYMENT

     Any notice of cancellation or prepayment given by any Party under clause 7
     (Illegality, Voluntary Prepayment and Cancellation) or clause 8 (Mandatory
     Prepayment) shall be irrevocable and, unless a contrary indication appears
     in this Agreement, shall specify the date or dates upon which the relevant
     cancellation or prepayment is to be made and the amount of that
     cancellation or prepayment.

9.2  INTEREST AND OTHER AMOUNTS

     Any prepayment under this Agreement shall be made together with accrued
     interest on the amount prepaid and, subject to any Break Costs, without
     premium or penalty.

9.3  NO REBORROWING OF FACILITIES

     The Borrower may not re-borrow any part of a Facility which is prepaid.


                                       63



9.4  PREPAYMENT IN ACCORDANCE WITH AGREEMENT

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

9.5  NO REINSTATEMENT OF COMMITMENTS

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

9.6  AGENT'S RECEIPT OF NOTICES

     If the Agent receives a notice under clause 7 (Illegality, Voluntary
     Prepayment and Cancellation) or clause 8 (Mandatory Prepayment) it shall
     promptly forward a copy of that notice to either the Borrower or the
     affected Lender(s), as appropriate.

9.7  NOTICE OF PREPAYMENT TO LENDERS

     The Agent shall notify the Lenders as soon as possible of any proposed
     prepayment of any Loan under clause 7.3 (Voluntary prepayment of Loans),
     8.1 (Total Loss/Sale) or 8.2 (Disposal Proceeds, Insurance Proceeds and
     Acquisition Proceeds).


                                       64



                         SECTION 5: COSTS OF UTILISATION

10   INTEREST

10.1 CALCULATION OF INTEREST

     Subject to clause 10.2 (Alternative calculation of interest), the rate of
     interest on each Loan for each Interest Period is the percentage rate per
     annum which is the aggregate of the applicable:

10.1.1 Margin;

10.1.2 LIBOR; and

10.1.3 Mandatory Cost, if any.

10.2 ALTERNATIVE CALCULATION OF INTEREST

     Should all the Lenders agree to an interest period in excess of 12 months
     pursuant to clause 11.1.4 (Selection of Interest Periods and Terms), the
     rate of interest on the relevant Loan for such Interest Period shall be the
     percentage rate per annum which is the aggregate of the applicable:

10.2.1 Margin; and

10.2.2 the rate notified by the Agent to the Borrower as the appropriate cost of
     funds agreed by all the Lenders and the Agent.

10.3 PAYMENT OF INTEREST

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

10.4 DEFAULT INTEREST

10.4.1 If the Borrower fails to pay any amount payable by it under a Finance
     Document on its due date, interest shall accrue on the overdue amount from
     the due date up to the date of actual payment (both before and after
     judgment) at a rate which, subject to clause 10.4.3, is two per cent.
     higher than the rate which would have been payable if the overdue amount
     had, during the period of non-payment, constituted a Loan in the currency
     of the overdue amount for successive Interest Periods, each of a duration
     selected by the Agent (acting reasonably). Any interest accruing under this
     clause 10.4 shall be immediately payable by the Borrower on demand by the
     Agent.

10.4.2 For the avoidance of doubt, any overdue amount which is not a Loan shall
     accrue interest as if such amount was a Loan for successive Interest
     Periods, each of a duration selected by the Agent (acting reasonably) at
     the rate equal to two per cent. plus the applicable Margin.

10.4.3 If any overdue amount consists of all or part of a Loan which became due
     on a day which was not the last day of an Interest Period relating to that
     Loan:

     (a)  the first Interest Period for that overdue amount shall have a
          duration equal to the unexpired portion of the current Interest Period
          relating to that Loan; and

     (b)  the rate of interest applying to the overdue amount during that first
          Interest Period shall be two per cent. higher than the rate which
          would have applied if the overdue amount had not become due.

10.4.4 Default interest (if unpaid) arising on an overdue amount will be
     compounded with the overdue amount at the end of each Interest Period
     applicable to that overdue amount but will remain immediately due and
     payable.


                                       65



10.5 NOTIFICATION OF RATES OF INTEREST

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

11   INTEREST PERIODS

11.1 SELECTION OF INTEREST PERIODS AND TERMS

11.1.1 The Borrower may select an Interest Period for a Loan in the Utilisation
     Request for that Loan or (if the Loan has already been borrowed) in a
     Selection Notice.

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

11.1.3 If the Borrower fails to deliver a Selection Notice to the Agent in
     accordance with clause 11.1.2, the relevant Interest Period will, subject
     to clause 11.2 (Changes to Interest Periods), be one month.

11.1.4 Subject to this clause 11, the Borrower may select an Interest Period of
     one, three, six or twelve months or any other period agreed between the
     Borrower and the Agent (acting on the instructions of the Lenders).

11.1.5 An Interest Period for a Loan shall not extend beyond the last Repayment
     Date applicable to its Facility.

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

11.1.7 Prior to the earlier of 30 June 2006 and the Syndication Date, Interest
     Periods shall be one month or such other period as the Agent and the
     Borrower may agree and any Interest Period which would otherwise end during
     the calendar month preceding or extend beyond the Syndication Date shall
     end on the Syndication Date.

11.1.8 On or at any time after the making of a declaration under clause 24.29
     (Acceleration), notwithstanding the previous provisions in this clause 11,
     the Agent shall be entitled, to the exclusion of the Borrower, to select
     the duration of Interest Periods.

11.1.9 It is hereby acknowledged that the Existing HSH Debt (which shall be
     refinanced by Facility A Loan and Facility B Loans) is sub-divided into
     "Facility A", "Facility B1", "Facility B2" and "Facility B3" and that such
     facilities correspond to Facility A, Facility B1, Facility B2 and Facility
     B3, respectively, of this Agreement. At the request of the Borrower, the
     Parties have agreed that the interest periods and interest rates applicable
     on the date of the first Utilisation Date to the Facilities (as defined in
     the Existing Facilities Agreement) of the Existing HSH Debt shall apply to
     their "corresponding" Facility A Loan and Facility B Loans (as the case may
     be) as from the first Utilisation Date, and the Interest Periods in respect
     of each such Loan shall be determined accordingly. At the end of such
     Interest Periods, the normal interest rate fixing provisions of this
     Agreement shall apply to such Loans.

11.2 CHANGES TO INTEREST PERIODS

11.2.1 Prior to determining the interest rate for a Loan, the Agent may shorten
     an Interest Period for any Loan to ensure there are sufficient Loans (with
     an aggregate amount equal to or greater than the relevant Repayment
     Instalment) which have an Interest Period ending on a relevant Repayment
     Date for the Borrower to make the Repayment Instalment due on that date.

11.2.2 If the Agent makes any of the changes to an Interest Period referred to
     in this clause 11.2, it shall promptly notify the Borrower and the Lenders.


                                       66



11.3 NON-BUSINESS DAYS

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

12   CHANGES TO THE CALCULATION OF INTEREST

12.1 ABSENCE OF QUOTATIONS

     Subject to clause 12.2 (Market disruption), if LIBOR is to be determined by
     reference to the Reference Banks but a Reference Bank does not supply a
     quotation by the Specified Time on the Quotation Day, the applicable LIBOR
     shall be determined on the basis of the quotations of the remaining
     Reference Banks.

12.2 MARKET DISRUPTION

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

     (a)  the Margin;

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

     (c)  the Mandatory Cost, if any, applicable to that Lender's participation
          in the Loan.

12.2.2 In this Agreement "MARKET DISRUPTION EVENT" means:

     (a)  at or about noon on the Quotation Day for the relevant Interest Period
          LIBOR is not available and none or only one of the Reference Banks
          supplies a rate to the Agent to determine LIBOR for the relevant
          currency and Interest Period; or

     (b)  before close of business in London on the Quotation Day for the
          relevant Interest Period, the Agent receives notifications from a
          Lender or Lenders (whose participations in a Loan exceed 33(1)/3 per
          cent. of that Loan) that the cost to it of obtaining matching deposits
          in the Relevant Interbank Market would be in excess of LIBOR.

12.3 ALTERNATIVE BASIS OF INTEREST OR FUNDING

12.3.1 If a Market Disruption Event occurs and the Agent or the Borrower so
     requires, the Agent and the Borrower shall enter into negotiations (for a
     period of not more than 15 days) with a view to agreeing a substitute basis
     for determining the rate of interest.

12.3.2 Any alternative basis agreed pursuant to clause 12.3.1 shall, with the
     prior consent of all the Lenders and the Borrower, be binding on all
     Parties.

12.4 BREAK COSTS

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

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


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13   FEES

13.1 COMMITMENT FEE

13.1.1 The Borrower shall pay to the Agent (for the account of each Lender) a
     commitment fee in dollars computed at the rate of:

     (a)  0.45 per cent. per annum on that Lender's Available Commitment under
          Facility C1 for the period from 19 December 2005 to the earlier of (i)
          the Utilisation Date relating to Facility C1 and (ii) the end of the
          Availability Period applicable to Facility C1;

     (b)  0.45 per cent. per annum on that Lender's Available Commitment under
          Facility C2 for the period from 19 December 2005 to the earlier of (i)
          the Utilisation Date relating to Facility C2 and (ii) the end of the
          Availability Period applicable to Facility C2;

     (c)  0.45 per cent. per annum on that Lender's Available Commitment under
          Facility C3 for the period from 19 December 2005 to the earlier of (i)
          the Utilisation Date relating to Facility C3 and (ii) the end of the
          Availability Period applicable to Facility C3;

     (d)  0.45 per cent. per annum on that Lender's Available Commitment under
          Facility C4 for the period from 19 December 2005 to the earlier of (i)
          the Utilisation Date relating to Facility C4 and (ii) the end of the
          Availability Period applicable to Facility C4;

     (e)  0.45 per cent. per annum on that Lender's Available Commitment under
          Facility C5 for the period from 19 December 2005 to the earlier of (i)
          the Utilisation Date relating to Facility C5 and (ii) the end of the
          Availability Period applicable to Facility C5;

     (f)  0.45 per cent. per annum on that Lender's Available Commitment under
          Facility C6 for the period from 19 December 2005 to the earlier of (i)
          the Utilisation Date relating to Facility C6 and (ii) the end of the
          Availability Period applicable to Facility C6;

     (g)  0.45 per cent. per annum on that Lender's Available Commitment under
          Facility D1 for the period from 19 December 2005 to the earlier of (i)
          the Utilisation Date relating to Facility D1 and (ii) the end of the
          Availability Period applicable to Facility D1;

     (h)  0.45 per cent. per annum on that Lender's Available Commitment under
          Facility D2 for the period from 19 December 2005 to the earlier of (i)
          the Utilisation Date relating to Facility D2 and (ii) the end of the
          Availability Period applicable to Facility D2;

     (i)  0.45 per cent. per annum on that Lender's Available Commitment under
          Facility D3 for the period from 19 December 2005 to the earlier of (i)
          the Utilisation Date relating to Facility D3 and (ii) the end of the
          Availability Period applicable to Facility D3; and

     (j)  0.45 per cent. per annum on that Lender's Available Commitment under
          Facility D4 for the period from 19 December 2005 to the earlier of (i)
          the Utilisation Date relating to Facility D4 and (ii) the end of the
          Availability Period applicable to Facility D4.

13.1.2 The accrued commitment fee referred to in clause 13.1.1 shall be payable
     in respect of each Facility (a) on the earlier of (i) the Utilisation Date
     for the relevant Facility and (ii) 31 March 2006, and (b) on the last day
     of the Availability Period for the relevant Facility and on the cancelled
     amount of the relevant Lender's Commitment at the time the cancellation is
     effective.

13.2 ARRANGEMENT AND RESTRUCTURING FEE

     The Borrower shall pay to the Arranger (for its own account) an arrangement
     and restructuring fee in the amount and at the times agreed in the Fee
     Letter.

13.3 UNDERWRITING FEE

     The Borrower shall pay the Arranger (for its own account) an underwriting
     fee in an amount and at the times agreed in the Fee Letter.


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                    SECTION 6: ADDITIONAL PAYMENT OBLIGATIONS

14   TAX GROSS UP AND INDEMNITIES

14.1 DEFINITIONS

14.1.1 In this Agreement:

     "PROTECTED PARTY" means a Finance Party which is or will be subject to any
     liability or required to make any payment for or on account of Tax in
     relation to a sum received or receivable (or any sum deemed for the
     purposes of Tax to be received or receivable) under a Finance Document.

     "TAX CREDIT" means a credit against, relief or remission for, or repayment
     of, any Tax.

     "TAX DEDUCTION" means a deduction or withholding for or on account of Tax
     from a payment under a Finance Document.

     "TAX PAYMENT" means either the increase in a payment made by an Obligor to
     a Finance Party under clause 14.2 (Tax gross-up) or a payment under clause
     14.3 (Tax indemnity).

     Unless a contrary indication appears, in this clause 14 a reference to
     "DETERMINES" or "DETERMINED" means a determination made in the absolute
     discretion of the person making the determination.

14.2 TAX GROSS-UP

14.2.1 The Borrower shall procure that each Obligor shall make all payments to
     be made by it without any Tax Deduction, unless a Tax Deduction is required
     by law.

14.2.2 The Borrower shall promptly upon becoming aware that an Obligor must make
     a Tax Deduction (or that there is any change in the rate or the basis of a
     Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall
     notify the Agent on becoming so aware in respect of a payment payable to
     that Lender. If the Agent receives such notification from a Lender it shall
     notify the Borrower and that Obligor.

14.2.3 If a Tax Deduction is required by law to be made by an Obligor, the
     Borrower shall procure that the amount of the payment due from that Obligor
     shall be increased to an amount which (after making any Tax Deduction)
     leaves an amount equal to the payment which would have been due if no Tax
     Deduction had been required.

14.2.4 The Borrower shall procure that if an Obligor is required to make a Tax
     Deduction, that Obligor shall make that Tax Deduction and any payment
     required in connection with that Tax Deduction within the time allowed and
     in the minimum amount required by law.

14.2.5 Within thirty days of making either a Tax Deduction or any payment
     required in connection with that Tax Deduction, the Borrower shall procure
     that the Obligor making that Tax Deduction shall deliver to the Agent for
     the Finance Party entitled to the payment evidence reasonably satisfactory
     to that Finance Party that the Tax Deduction has been made or (as
     applicable) any appropriate payment paid to the relevant taxing authority.

14.3 TAX INDEMNITY

14.3.1 The Borrower shall (within three Business Days of demand by the Agent)
     pay to a Protected Party an amount equal to the loss, liability or cost
     which that Protected Party determines will be or has been (directly or
     indirectly) suffered for or on account of Tax by that Protected Party in
     respect of a Finance Document.


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14.3.2 clause 14.3.1 shall not apply:

     (a)  with respect to any Tax assessed on a Finance Party:

          (i)  under the law of the jurisdiction in which that Finance Party is
               incorporated or, if different, the jurisdiction (or
               jurisdictions) in which that Finance Party is treated as resident
               for tax purposes; or

          (ii) under the law of the jurisdiction in which that Finance Party's
               Facility Office is located in respect of amounts received or
               receivable in that jurisdiction,

          if that Tax is imposed on or calculated by reference to the net income
          received or receivable (but not any sum deemed to be received or
          receivable) by that Finance Party; or

     (b)  to the extent a loss, liability or cost is compensated for by an
          increased payment under clause 14.2 (Tax gross-up).

14.3.3 A Protected Party making, or intending to make a claim under clause
     14.3.1 shall promptly notify the Agent of the event which will give, or has
     given, rise to the claim, following which the Agent shall notify the
     Borrower.

14.3.4 A Protected Party shall, on receiving a payment from an Obligor under
     this clause 14.3, notify the Agent.

14.4 TAX CREDIT

     If an Obligor makes a Tax Payment and the relevant Finance Party determines
     that:

14.4.1 a Tax Credit is attributable either to an increased payment of which that
     Tax Payment forms part or to that Tax Payment; and

14.4.2 that Finance Party has obtained, utilised and retained that Tax Credit,

     the Finance Party shall pay an amount to the Obligor which that Finance
     Party determines will leave it (after that payment) in the same after-Tax
     position as it would have been in had the Tax Payment not been required to
     be made by the Obligor.

14.5 STAMP TAXES

     The Borrower shall pay and, within three Business Days of demand, indemnify
     each Secured Party against any cost, loss or liability that Secured Party
     incurs in relation to all stamp duty, stamp duty land tax, registration and
     other similar Taxes payable in respect of any Finance Document.

14.6 VALUE ADDED TAX

14.6.1 All amounts set out, or expressed to be payable under a Finance Document
     by any party to a Finance Party which (in whole or in part) constitute the
     consideration for VAT purposes shall be deemed to be exclusive of any VAT
     which is chargeable on such supply, and accordingly, subject to clause
     14.6.3, if VAT is chargeable on any supply made by any Finance Party to any
     party under a Finance Document, the Borrower shall procure that that party
     shall pay to the Finance Party (in addition to and at the same time as
     paying the consideration) an amount equal to the amount of the VAT (and
     such Finance Party shall promptly provide an appropriate VAT invoice to
     such party).

14.6.2 If VAT is chargeable on any supply made by any Finance Party (the
     "SUPPLIER") to any other Finance Party (the "RECIPIENT") under a Finance
     Document, and any party (the "RELEVANT PARTY") is required by the terms of
     any Finance Document to pay an amount equal to the consideration for such
     supply to the Supplier (rather than being required to reimburse the
     Recipient in respect of that consideration), the Borrower shall procure
     that such party shall also pay to the Supplier (in addition to and at the
     same time as paying such amount) an amount equal to the amount of such VAT.
     The Recipient will promptly pay to the Relevant Party an amount equal to
     any credit or repayment from the relevant tax authority which it reasonably
     determines relates to the VAT chargeable on that supply.


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14.6.3 Where a Finance Document requires any party to reimburse a Finance Party
     for any costs or expenses, the Borrower shall procure that that party shall
     also at the same time pay and indemnify the relevant Finance Party against
     all VAT incurred by such Finance Party in respect of the costs or expenses
     to the extent that the relevant Finance Party reasonably determines that
     neither it nor any other member of any group of which it is a member for
     VAT purposes is entitled to credit or repayment from the relevant tax
     authority in respect of the VAT.

15   INCREASED COSTS

15.1 INCREASED COSTS

15.1.1 Subject to clause 15.3 (Exceptions) the Borrower shall, within three
     Business Days of a demand by the Agent, pay for the account of a Finance
     Party the amount of any Increased Costs incurred by that Finance Party or
     any of its Affiliates as a result of (i) the introduction of or any change
     in (or in the interpretation, administration or application of) any law or
     regulation or (ii) compliance with any law or regulation made after the
     date of this Agreement.

15.1.2 In this Agreement "INCREASED COSTS" means:

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

     (b)  an additional or increased cost; or

     (c)  a reduction of any amount due and payable under any Finance Document,

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

15.2 INCREASED COST CLAIMS

15.2.1 A Finance Party intending to make a claim pursuant to clause 15.1
     (Increased costs) shall notify the Agent of the event giving rise to the
     claim, following which the Agent shall promptly notify the Borrower.

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

15.3 EXCEPTIONS

15.3.1 Clause 15.1 (Increased costs) does not apply to the extent any Increased
     Cost is:

     (a)  attributable to a Tax Deduction required by law to be made by an
          Obligor;

     (b)  compensated for by clause 14.3 (Tax indemnity) (or would have been
          compensated for under clause 14.3 (Tax indemnity) but was not so
          compensated solely because any of the exclusions in clause 14.3.2 (Tax
          indemnity) applied);

     (c)  compensated for by the payment of the Mandatory Cost; or

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

15.3.2 In this clause 15.3 reference to a "TAX DEDUCTION" has the same meaning
     given to the term in clause 14.1 (Definitions).


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16   OTHER INDEMNITIES

16.1 CURRENCY INDEMNITY

16.1.1 If any sum due from an Obligor under the Finance Documents (a "SUM"), or
     any order, judgment or award given or made in relation to a Sum, has to be
     converted from the currency (the "FIRST CURRENCY") in which that Sum is
     payable into another currency (the "SECOND CURRENCY") for the purpose of:

     (a)  making or filing a claim or proof against that Obligor; or

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

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

16.1.2 The Borrower waives (and shall procure that any relevant Obligor waives)
     any right it may have in any jurisdiction to pay any amount under the
     Finance Documents in a currency or currency unit other than that in which
     it is expressed to be payable.

16.1.3 The Borrower shall indemnify the Agent for any cost or loss suffered by
     the Agent in effecting the conversion into the Denominated Currency in
     accordance with clause 19.1.4 (Accounts).

16.2 OTHER INDEMNITIES

16.2.1 The Borrower shall (or shall procure that an Obligor shall), within three
     Business Days of demand, indemnify the Arranger and each other Secured
     Party against any cost, loss or liability incurred by it as a result of:

     (a)  the occurrence of any Event of Default;

     (b)  a failure by an Obligor to pay any amount due under a Finance Document
          on its due date, including any cost, loss or liability arising as a
          result of clause 29 (Sharing Among the Finance Parties);

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

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

     (e)  any provision of any Finance Document for any reason being ineffective
          to impose on any Obligor the obligations contemplated by such
          provision to be imposed on that Obligor; or

     (f)  any breach of Environmental Law or Environmental Claim relating to any
          member of the Group.

16.2.2 The Borrower shall (or shall procure that a relevant Obligor shall)
     promptly indemnify each Finance Party, each Affiliate of a Finance Party
     and each officer or employee of a Finance Party or its Affiliate, against
     any cost, loss or liability incurred by that Finance Party or its Affiliate
     (or officer or employee of that Finance Party or Affiliate) in connection
     with or arising out of the Acquisition or the funding of the Acquisition or
     any other transaction contemplated by this Agreement (including those
     incurred in connection with any litigation, arbitration, alternative
     dispute resolution or administrative proceedings or regulatory enquiry
     concerning the Acquisition or any other transaction contemplated by this
     Agreement), unless such loss or liability is caused by the gross negligence
     or wilful


                                       72



     misconduct of that Finance Party or its Affiliate (or employee or officer
     of that Finance Party or Affiliate). Any Affiliate or any officer or
     employee of a Finance Party or its Affiliate may rely on this clause 16.2
     subject to clause 1.3 (Third party rights) and the provisions of the Third
     Parties Act.

16.3 INDEMNITY TO THE AGENT

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

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

16.3.2 entering into or performing any foreign exchange contract for the
     purposes of clause 30.9.2 (Change of currency); or

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

16.4 INDEMNITY TO THE SECURITY AGENT

16.4.1 The Borrower shall (and shall procure that each Obligor shall) promptly
     indemnify the Security Agent and every Receiver and Delegate against any
     cost, loss or liability incurred by any of them as a result of:

     (a)  the taking, holding, protection or enforcement of the Transaction
          Security,

     (b)  the exercise of any of the rights, powers, discretions and remedies
          vested in the Security Agent and each Receiver and Delegate by the
          Finance Documents or by law; and

     (c)  any default by any Obligor in the performance of any of the
          obligations expressed to be assumed by it in the Finance Documents.

16.4.2 The Security Agent may, in priority to any payment to the Secured
     Parties, indemnify itself out of the Trust Property in accordance with
     clause 27.27 (Indemnity from Trust Property) in respect of, and pay and
     retain, all sums necessary to give effect to the indemnity in this clause
     16.4 and shall have a lien on the Transaction Security and the proceeds of
     the enforcement of the Transaction Security for all monies payable to it.

16.5 FAX INDEMNITY

     The Borrower shall indemnify each Finance Party against any cost, claim,
     loss, expense (including legal fees) or liability together with any VAT
     thereon which any of the Finance Parties may sustain or incur as a
     consequence of any telefax communication purporting to originate from an
     Obligor to the Agent being made or delivered fraudulently (unless such
     cost, claim, loss, expense or liability is caused by the gross negligence
     or wilful misconduct of such Finance Party). For avoidance of doubt, the
     Borrower shall only be liable under this indemnity in respect of telefax
     communications originating or purportedly originating from it.

17   MITIGATION BY THE FINANCE PARTIES

17.1 MITIGATION

17.1.1 Each Finance Party shall, in consultation with the Borrower, take all
     reasonable steps to mitigate any circumstances which arise and which would
     result in any amount becoming payable under or pursuant to, or cancelled
     pursuant to, any of clause 7.1 (Illegality), clause 14 (Tax Gross Up and
     Indemnities), clause 15 (Increased Costs) or paragraph 3 of Schedule 5
     (Mandatory Cost Formula) including transferring its rights and obligations
     under the Finance Documents to another Affiliate or Facility Office.

17.1.2 Clause 17.1.1 does not in any way limit the obligations of any Obligor
     under the Finance Documents.


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17.2 LIMITATION OF LIABILITY

17.2.1 The Borrower shall indemnify each Finance Party for all costs and
     expenses reasonably incurred by that Finance Party as a result of steps
     taken by it under clause 17.1 (Mitigation).

17.2.2 A Finance Party is not obliged to take any steps under clause 17.1
     (Mitigation) if, in the opinion of that Finance Party (acting reasonably),
     to do so might be prejudicial to it.

18   COSTS AND EXPENSES

18.1 TRANSACTION EXPENSES

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

18.1.1 this Agreement and any other documents referred to in this Agreement and
     the Transaction Security; and

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

18.2 AMENDMENT COSTS

     If (a) the Borrower requests an amendment, waiver or consent or (b) an
     amendment is required pursuant to clause 30.9 (Change of currency), the
     Borrower shall, within three Business Days of demand, reimburse each of the
     Agent and the Secured Parties for the amount of all costs and expenses
     (including legal fees) reasonably incurred by the Agent and the Secured
     Parties (and, in the case of the Security Agent, by any Receiver or
     Delegate) in responding to, evaluating, negotiating or complying with that
     request or requirement.

18.3 SECURITY AGENT'S ONGOING COSTS

18.3.1 In the event of (i) a Default or (ii) the Security Agent considering it
     necessary or expedient or (iii) the Security Agent being requested by an
     Obligor or the Majority Lenders to undertake duties which the Security
     Agent and the Borrower agree to be of an exceptional nature and/or outside
     the scope of the normal duties of the Security Agent under the Finance
     Documents, the Borrower shall pay to the Security Agent any additional
     remuneration that may be agreed between them.

18.3.2 If the Security Agent and the Borrower fail to agree upon the nature of
     the duties or upon any additional remuneration, that dispute shall be
     determined by an investment bank (acting as an expert and not as an
     arbitrator) selected by the Security Agent and approved by the Borrower or,
     failing approval, nominated (on the application of the Security Agent) by
     the President for the time being of the Law Society of England and Wales
     (the costs of the nomination and of the investment bank being payable by
     the Borrower) and the determination of any investment bank shall be final
     and binding upon the parties to this Agreement.

18.4 ENFORCEMENT AND PRESERVATION COSTS

     The Borrower shall, within three Business Days of demand, pay to the
     Arranger and each other Secured Party the amount of all costs and expenses
     (including legal fees) incurred by it in connection with the enforcement of
     or the preservation of any rights under any Finance Document and the
     Transaction Security and any proceedings instituted by or against the
     Security Agent or any other Finance Party as a consequence of taking or
     holding the Transaction Security or enforcing these rights.


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                               SECTION 7: ACCOUNTS

19   ACCOUNTS

19.1 GENERAL

19.1.1 The Borrower undertakes with the Finance Parties that it shall procure
     that:

     (a)  on or prior to the date of this Agreement the relevant HSH Accounts
          are all opened by the relevant Obligors;

     (b)  all moneys payable to a Collateral Owner in respect of the Earnings of
          such Collateral Owner's Ship (other than a Purchase Option Ship)
          shall, unless and until the Agent directs to the contrary, be paid to
          the Navios ShipManagement Operating Account and/or the DnB Operating
          Accounts and/or any other Operating Account, as designated by the
          Borrower;

     (c)  subject to clause 19.1.3, all moneys payable to each Charter Company
          in respect of the Charter Earnings of each Charter Company or
          otherwise (including, for the avoidance of doubt, in respect of FFAs)
          shall, unless and until the Agent directs to the contrary, be paid to
          such Charter Company's Operating Account;

     (d)  all moneys payable to CNSA in respect of the Terminal Earnings shall,
          unless and until the Agent directs to the contrary, be paid to the
          CNSA Account held with the Agent in London; and

     (e)  all moneys payable to the Borrower for whatever reason (which, for the
          avoidance of doubt, includes dividends paid to the Borrower by its
          Subsidiaries) shall, unless and until the Agent directs to the
          contrary, be paid to the Working Capital Account.

19.1.2 Subject to clause 19.1.3, the Borrower undertakes with the Finance
     Parties that it shall (and shall procure that each relevant member of the
     Group shall):

     (a)  close all bank accounts other than the Accounts within one month of
          the date of this Agreement, unless the Agent otherwise agrees; and

     (b)  transfer immediately prior to the closing of all accounts required to
          be closed pursuant to clause 19.1.2(a), all credit balances of such
          accounts to the Working Capital Account.

19.1.3 The Borrower undertakes with the Finance Parties that, notwithstanding
     clauses 19.1.1 and 19.1.2, it shall procure that:

     (a)  for the period of a maximum of one month beginning from the first
          Utilisation Date until each Charter Company closes its DnB Operating
          Account in accordance with clause 19.1.3(b), all moneys payable to
          each Charter Company in respect of the Charter Earnings of each
          Charter Company or otherwise (including, for the avoidance of doubt,
          in respect of FFAs) shall, unless the Agent directs to the contrary,
          be paid to such Charter Company's DnB Operating Account;

     (b)  each Charter Company shall close and transfer all credit balances on
          its DnB Operating Account to its Operating Account within one month of
          the first Utilisation Date; and

     (c)  from the earlier of the date falling one month after the first
          Utilisation Date and the date on which each Charter Company closes its
          DnB Operating Account in accordance with clause 19.1.3(b) above, each
          Charter Company will manage all expenditure and financial transactions
          relating to its operations through such Charter Company's Operating
          Account and clause 19.1.1(c) shall apply.

19.1.4 If any of the moneys paid into any of the HSH Accounts pursuant to
     clauses 19.1.1(b) to (e) (inclusive), 19.1.2(b) and 19.1.3(b) (inclusive),
     is in a currency other than the currency in which such account is
     denominated (the "DENOMINATED CURRENCY"), the Agent shall convert such
     moneys into the Denominated Currency at the Agent's spot rate of exchange
     at the relevant time for the purchase of Denominated Currency with such
     currency.


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19.2 OPERATING ACCOUNTS: WITHDRAWALS

     Unless the Agent otherwise agrees in writing, the Borrower shall procure
     that no moneys are withdrawn from the Operating Accounts or the DnB
     Operating Accounts at any time from the date of this Agreement save that,
     unless and until a Default shall occur and be continuing, withdrawals may
     be made from the Operating Accounts and the DnB Operating Accounts for the
     following purposes:

19.2.1 to transfer to the Retention Account on each Retention Date all or part
     of the Retention Amount for such Retention Date;

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

19.2.3 to pay the day-to-day operating expenses and other costs of administering
     the affairs of the relevant members of the Group in the ordinary course of
     trade provided such expenses and costs relate to Core Activities; and

19.2.4 to pay a Permitted Distribution under paragraph (a) of such definition.

19.3 RETENTION ACCOUNT AND HOLDING ACCOUNT: CREDITS AND WITHDRAWALS

19.3.1 The Borrower hereby undertakes with the Finance Parties that it shall,
     from the date of this Agreement, on each Retention Date pay to the Security
     Agent for credit to the Retention Account, the Retention Amount for such
     Retention Date provided however that, to the extent that there are moneys
     standing to the credit of the Operating Accounts and/or the DnB Operating
     Accounts (or any of them) as at the relevant Retention Date, such moneys
     shall, up to an amount equal to the Retention Amount, be transferred
     between the Operating Accounts and/or the DnB Operating Accounts (or any of
     them) to the Retention Account on that Retention Date (and in respect of
     the Operating Accounts (other than the CNSA Account held with the Agent in
     London) the Borrower hereby irrevocably authorises the Security Agent to
     effect each such transfer) and to that extent the Borrower's obligations to
     make the payments referred to in this clause 19.3.1 shall have been
     fulfilled upon such transfer being effected.

19.3.2 Unless and until there shall occur an Event of Default (whereupon the
     provisions of clause 19.5 (Application of Accounts) shall apply), all
     Retention Amounts credited to the Retention Account together with interest
     from time to time accruing or at any time accrued thereon shall be applied
     as directed by the Agent (and the Borrower hereby irrevocably authorises
     the Security Agent so to apply the same) in the following manner:

     (a)  upon each Repayment Date, and on each day that interest is payable
          pursuant to clause 10.3 (Payment of interest), in or towards payment
          to the Lenders of the instalments then falling due for repayment or
          (as the case may be) the amount of interest then due. Each such
          application by the Agent shall constitute a payment in or towards
          satisfaction of the Borrower's corresponding payment obligations under
          this Agreement but shall be strictly without prejudice to the
          obligations of the Borrower to make any such payment to the extent
          that the application by the Security Agent pursuant to this clause
          19.3.2(a) is insufficient to meet the same; and

     (b)  following any application by the Agent pursuant to clause 19.3.2(a),
          in transfer to the Working Capital Account of any moneys standing to
          the credit of the Retention Account to the extent that such moneys do
          not constitute Retention Amounts previously transferred to the
          Retention Account pursuant to clause 19.3.1.

19.3.3 Unless the Lenders otherwise agree in writing and subject to clause
     19.3.2, the Borrower shall not be entitled to withdraw any moneys from the
     Retention Account at any time from the date of this Agreement.

19.3.4 Unless the Lenders otherwise agree in writing, the Borrower shall not be
     entitled to withdraw any moneys from the Holding Account at any time from
     the date of this Agreement other than for the purposes specified in, and in
     compliance with, clause 8.4.


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19.4 WORKING CAPITAL ACCOUNT: WITHDRAWALS

     Unless the Agent otherwise agrees in writing, the Borrower shall not be
     entitled to withdraw any moneys from the Working Capital Account at any
     time from the date of this Agreement save that, unless and until a Default
     shall occur and the Agent shall direct to the contrary, the Borrower may,
     subject to the delivery by the Borrower to the Agent of a Quarterly Budget,
     withdraw moneys from the Working Capital Account for the following
     purposes:

19.4.1 to pay any amount in or towards payment of any instalments of interest or
     principal in respect of the Loans or any other amounts then payable
     pursuant to the Finance Documents;

19.4.2 to make advances by way of Intra-Group Loans;

19.4.3 to finance Core Activities; and

19.4.4 to assist a Purchase Option Subsidiary in financing the purchase of a
     Purchase Option Ship in accordance with clause 23.43.1 (Purchase Option
     Subsidiaries).

19.5 APPLICATION OF ACCOUNTS

     At any time after the occurrence of an Event of Default which is
     continuing, the Agent may, with prior notice to the Borrower, instruct the
     Security Agent or the relevant Finance Party to apply all moneys then
     standing to the credit of the HSH Accounts (together with interest from
     time to time accruing or accrued thereon) in or towards satisfaction of any
     sums due to the Finance Parties under the Finance Documents in the manner
     specified in clause 27.22 (Order of application).

19.6 NEW ACCOUNTS

19.6.1 The Borrower shall procure that no member of the Group (other than a
     Purchase Option Subsidiary or a New Share Issue Subsidiary) shall open any
     new accounts without the prior written consent of the Agent, save for any
     account opened in connection with Permitted Financial Indebtedness and
     provided that the Borrower shall give (or shall procure that the relevant
     member of the Group gives) the Agent notice that it has opened an account
     in connection with Permitted Financial Indebtedness within five Business
     Days of opening such an account.

19.6.2 In the event that a Purchase Option Subsidiary or a New Share Issue
     Subsidiary opens any new account, the Borrower shall, or shall procure that
     such Purchase Option Subsidiary or New Share Issue Subsidiary shall, give
     the Agent notice that it has opened the account within five Business Days
     of opening such an account.

19.7 SECURITY OVER THE ACCOUNTS

19.7.1 The HSH Accounts, the Wachovia Accounts, the CNSA Accounts and the
     Permitted Existing Accounts (other than the Excluded Existing Accounts) and
     all amounts from time to time standing to the credit thereof shall be
     subject to the security constituted and the rights conferred by the Account
     Pledges and any other Transaction Security Document.

19.7.2 The Borrower shall procure that unless otherwise agreed in writing by the
     Agent any new accounts opened in accordance with the terms of clause 19.6.1
     (New accounts) shall be subject to a first priority account pledge in
     favour of the Security Agent or, as the case may be, the Secured Parties
     save (a) (but without prejudice to the provisions of clauses 23.43.3(b)
     (Purchase Option Subsidiaries)) in respect of an account which has been
     pledged, on a first priority basis, to a Third Party Financier and (b) for
     an account of a New Share Issue Subsidiary.


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         SECTION 8: REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

20   REPRESENTATIONS

20.1 GENERAL

20.1.1 The Borrower makes the representations and warranties set out in this
     clause 20 to each Finance Party.

20.1.2 In relation to the representations and warranties made on the date of
     this Agreement and any other date, it is assumed that the Borrower has (and
     had at all relevant times prior to the Closing Date) the knowledge of Key
     Personnel.

20.2 STATUS

20.2.1 It and each of its Subsidiaries is a corporation, duly incorporated,
     validly existing and in good standing under the law of its jurisdiction of
     incorporation.

20.2.2 It and each of its Subsidiaries has the corporate power to own its assets
     and carry on its business as it is being conducted.

20.3 BINDING OBLIGATIONS

     Subject to the Legal Reservations, and in the case of the Transaction
     Security Documents, to the Registration Requirements:

20.3.1 the obligations expressed to be assumed by it and each other Obligor in
     each Transaction Document are legal, valid, binding and enforceable
     obligations in accordance with their terms; and

20.3.2 (without limiting the generality of clause 20.3.1), each Transaction
     Security Document creates the security interests which that Transaction
     Security Document purports to create and those security interests are valid
     and effective.

20.4 NON-CONFLICT WITH OTHER OBLIGATIONS

     The entry into and performance by it and each other Obligor of, and the
     transactions contemplated by, the Transaction Documents and the granting of
     the Transaction Security do not and will not conflict with:

20.4.1 any law or regulation applicable to it or such other Obligors;

20.4.2 the Constitutional Documents of any member of the Group; or

20.4.3 any agreement or instrument binding upon it or any member of the Group or
     any of its or any member of the Group's assets or constitute a default or
     termination event (however described) under any such agreement or
     instrument.

20.5 POWER, AUTHORITY AND PURPOSE

20.5.1 It and each other Obligor has the power to enter into, perform and
     deliver, and has taken all necessary action to authorise its entry into,
     performance and delivery of, the Transaction Documents to which it is or
     will be a party and the transactions contemplated by those Transaction
     Documents.

20.5.2 No limit on its and any other Obligor's powers will be exceeded as a
     result of the borrowing, grant of security or giving of guarantees or
     indemnities contemplated by the Transaction Documents.

20.5.3 Any part of the Existing HSH Debt borrowed by the Borrower for the
     general corporate and working capital purposes of the Group and which has
     already been used by the Borrower and/or the Group (whether by withdrawals
     from the Working Capital Account (as defined in the Existing Loan
     Agreement) or otherwise), has been used for such purpose and in order to
     finance the Core Activities of the Group.


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20.6 VALIDITY AND ADMISSIBILITY IN EVIDENCE

20.6.1 All Authorisations required or desirable:

     (a)  to enable it and each other Obligor lawfully to enter into, exercise
          their respective rights and comply with their respective obligations
          in the Transaction Documents to which it is a party;

     (b)  to make the Transaction Documents admissible in evidence in their
          respective Relevant Jurisdictions; and

     (c)  to enable the Borrower to complete the Acquisition,

     have been obtained or effected and are in full force and effect except any
     Authorisation forming a Registration Requirement, which Authorisations will
     be promptly obtained or effected after the date of this Agreement.

20.6.2 All Authorisations necessary for the conduct of the business, trade and
     ordinary activities of members of the Group have been obtained or effected
     and are in full force and effect.

20.7 GOVERNING LAW AND ENFORCEMENT

20.7.1 The choice of English or, as the case may be, Uruguayan, Marshall
     Islands, Greek, German, Panamanian, New York and Connecticut law as the
     governing law of the Finance Documents (as applicable) will be recognised
     and enforced in its Relevant Jurisdictions.

20.7.2 Subject to any reservations or qualifications contained in any legal
     opinion delivered to the Agent pursuant to clause 4.1 (Initial conditions
     precedent), any judgment obtained in England or, as the case may be,
     Uruguay, the Marshall Islands, the Hellenic Republic, the Federal Republic
     of Germany, the Republic of Panama, New York or Connecticut in relation to
     a Finance Document will be recognised and enforced in its Relevant
     Jurisdictions.

20.8 INSOLVENCY

     No:

20.8.1 corporate action, legal proceeding or other procedure or step described
     in clause 24.7.1 (Insolvency proceedings); or

20.8.2 creditors' process described in clause 24.8 (Creditors' process),

     has been taken or, to the knowledge of the Borrower, threatened in relation
     to a member of the Group; and none of the circumstances described in clause
     24.6 (Insolvency) applies to a member of the Group.

20.9 NO FILING OR STAMP TAXES

     Under the laws of its Relevant Jurisdictions it is not necessary that any
     Finance Document be filed, recorded or enrolled with any court or other
     authority in that jurisdiction or that any stamp, registration, notarial or
     similar Taxes or fees be paid on or in relation to the Finance Documents or
     the transactions contemplated by the Finance Documents except the
     Registration Requirements in relation to any Finance Documents which
     registrations, filings, taxes and fees will be made and paid promptly after
     the date of the relevant Finance Document.

20.10 DEDUCTION OF TAX

     It and each other Obligor is not required to make any deduction for or on
     account of Tax from any payment it may make under any Finance Document.


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20.11 NO DEFAULT

20.11.1 No Event of Default and, on the date of this Agreement and each
     Utilisation Date, no Default is continuing or is reasonably likely to
     result from the making of any Loan or the entry into, the performance of,
     or any transaction contemplated by, any Transaction Document.

20.11.2 No other event or circumstance is outstanding which constitutes (or,
     with the expiry of a grace period, the giving of notice, the making of any
     determination or any combination of any of the foregoing, would constitute)
     a default or termination event (however described) under any other
     agreement or instrument which is binding on it or any of its Subsidiaries
     or to which its (or any of its Subsidiaries') assets are subject which has
     or is reasonably likely to have a Material Adverse Effect.

20.12 NO MISLEADING INFORMATION

20.12.1 Any factual information contained in the Information Memorandum or the
     Information Package was true and accurate in all material respects as at
     the date of the relevant report or document containing the information or
     (as the case may be) as at the date the information is expressed to be
     given.

20.12.2 The Base Case Model has been prepared in accordance with the Accounting
     Principles as applied to the Original Financial Statements, and the
     financial projections contained in the Base Case Model have been prepared
     on the basis of recent historical information, are fair and based on
     reasonable assumptions and have been approved by two members of the board
     of directors of the Borrower.

20.12.3 Any financial projection or forecast contained in the Information
     Memorandum or the Information Package has been prepared on the basis of
     recent historical information and on the basis of reasonable assumptions
     and was fair (as at the date of the relevant report or document containing
     the projection or forecast) and arrived at after careful consideration.

20.12.4 The expressions of opinion or intention provided by or on behalf of an
     Obligor for the purposes of the Information Memorandum or the Information
     Package were made after careful consideration and were fair and based on
     reasonable grounds.

20.12.5 No event or circumstance has occurred or arisen and no information has
     been omitted from the Information Memorandum or the Information Package and
     no information has been given or withheld that results in the information,
     opinions, intentions, forecasts or projections contained in the Information
     Memorandum or the Information Package being untrue or misleading in any
     material respect.

20.12.6 All material information provided to a Finance Party by or on behalf of
     the Borrower in connection with the Acquisition and/or the Target Group on
     or before the date of this Agreement and not superseded before that date
     (whether or not contained in the Information Package) is accurate and not
     misleading in any material respect and all projections provided to any
     Finance Party on or before the date of this Agreement have been prepared in
     good faith on the basis of assumptions which were reasonable at the time at
     which they were prepared and supplied.

20.12.7 All other written information provided by any member of the Group
     (including its advisers) to a Finance Party or the provider of any Report
     was true, complete and accurate in all material respects as at the date it
     was provided and is not misleading in any respect.

20.13 ORIGINAL FINANCIAL STATEMENTS

20.13.1 The Original Financial Statements were prepared in accordance with the
     Accounting Principles consistently applied.

20.13.2 The Original Financial Statements give a true and fair view of the
     Target's consolidated financial condition and results of operations during
     the relevant financial year.

20.13.3 There has been no material adverse change in its assets, business or
     financial condition (or the assets, business or consolidated financial
     condition of the Group, in the case of the Borrower)


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     since the date of the Accountant's Report and the Original Financial
     Statements nor since the Closing Date.

20.13.4 The Original Financial Statements do not consolidate the results, assets
     or liabilities of any person or business which does not form part of the
     Target Group.

20.13.5 Its most recent financial statements delivered pursuant to clause 21.1
     (Financial statements):

     (a)  have been prepared in accordance with the Accounting Principles as
          applied to the Original Financial Statements and the Base Case Model;
          and

     (b)  give a true and fair view of (if audited) or fairly present (if
          unaudited) its consolidated financial condition as at the end of, and
          consolidated results of operations for, the period to which they
          relate.

20.13.6 The budgets and forecasts supplied under this Agreement were arrived at
     after careful consideration and have been prepared in good faith on the
     basis of recent historical information and on the basis of assumptions
     which were reasonable as at the date they were prepared and supplied.

20.13.7 Since the date of the most recent financial statements delivered
     pursuant to clause 21.1 (Financial statements) there has been no material
     adverse change in the business, assets or financial condition of the Group
     taken as a whole.

20.14 NO PROCEEDINGS PENDING OR THREATENED

     Save as disclosed in schedule 3.12 of the Acquisition Agreement no
     litigation, arbitration or administrative proceedings or investigations of,
     or before, any court, arbitral body or Government Entity which, if
     adversely determined, are likely to have a Material Adverse Effect have (to
     the best of its knowledge and belief (having made due and careful enquiry))
     been started or threatened against it or any of its Subsidiaries.

20.15 NO BREACH OF LAWS

20.15.1 It has not (and none of its Subsidiaries has) breached any law or
     regulation which breach has or is likely to have a Material Adverse Effect.

20.15.2 No labour disputes are current or, to the best of its knowledge and
     belief (having made due and careful enquiry), threatened against any member
     of the Group which have or are likely to have a Material Adverse Effect.

20.16 ENVIRONMENTAL LAWS

     Save as expressly disclosed in the Acquisition Agreement:

20.16.1 Each member of the Group is in compliance with clause 23.3
     (Environmental compliance) and no circumstances have occurred which would
     prevent such compliance in a manner or to an extent which has or is likely
     to have a Material Adverse Effect.

20.16.2 No Environmental Claim has been commenced or (to the best of its
     knowledge and belief (having made due and careful enquiry)) is threatened
     against any member of the Group where that claim has or is reasonably
     likely, if determined against that member of the Group, to have a Material
     Adverse Effect.

20.16.3 There has been no Environmental Incident.

20.17 TAXATION

20.17.1 It is not (and none of its Subsidiaries is) materially overdue in the
     filing of any Tax returns and it is not (and none of its Subsidiaries is)
     overdue in the payment of any amount in respect of Tax of US$250,000 (or
     its equivalent in any other currency) or more.


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20.17.2 No material claims or investigations are being, or are reasonably likely
     to be, made or conducted against it (or any of its Subsidiaries) with
     respect to Taxes.

20.17.3 To the best of its knowledge and belief and based on the advice
     contained in the Tax Report, the Borrower is resident for Tax purposes only
     in the jurisdiction of its incorporation.

20.18 SECURITY AND FINANCIAL INDEBTEDNESS

20.18.1 No Security or Quasi-Security exists over all or any of the present or
     future assets of any member of the Group other than as permitted by this
     Agreement.

20.18.2 No member of the Group has any Financial Indebtedness outstanding other
     than as permitted by this Agreement.

20.19 RANKING

20.19.1 The Transaction Security has or will have the ranking in priority which
     it is expressed to have in the Transaction Security Documents and it is not
     subject to any prior ranking or pari passu ranking Security (save in
     respect of any Transaction Security granted by a Purchase Option Subsidiary
     or a New Share Issue Subsidiary, where the Transaction Security will rank
     in accordance with a Third Party Intercreditor Agreement).

20.19.2 It is in compliance with the undertaking in clause 23.13 (Pari passu
     ranking).

20.20 GOOD TITLE TO ASSETS

20.20.1 It and each of its Subsidiaries has a good, valid and marketable title
     to, or valid leases or licences of, and all appropriate Authorisations to
     use, the assets necessary to carry on its business as presently conducted.

20.20.2 Each Owned Ship is:

     (a)  in the absolute ownership of the relevant member of the Group who is
          the sole, legal and beneficial owner of such Owned Ship;

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

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

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

20.20.3 Save for any Charters or Contracts of Affreightment disclosed in writing
     by the Borrower to the Agent, and acknowledged in writing by the Agent,
     prior to the date of this Agreement, no Ship is subject to any charter or
     contract or to any agreement to enter into any charter or contract which,
     if entered into after the date of this Agreement, would have required the
     consent of the Agent under clause 23.36.1 (Future Charters and Contracts of
     Affreightment) and there will not be any agreement or arrangement whereby
     the Earnings of such Owned Ship or, as the case may be, the Charter
     Earnings of such Chartered Ship may be shared with any other person.

20.20.4 Each Charter Company has established appropriate quality and risk
     management procedures along with a systematic ship vetting system for use,
     in each case, when fixing any Chartered Ship under any employment
     arrangement to ensure that such Charter Company effectively manages its
     liability risk exposure in connection with the chartering, operating and
     employment of any Chartered Ship.

20.20.5 CNSA has the benefit of such unconditional rights of access and egress
     as are required for the maintenance, promotion and operation and
     development of the Terminal and there are vested in CNSA (under the Lease
     or otherwise) all leasehold rights, licences, easements and other rights
     necessary for the maintenance, promotion and operation and development of
     the Terminal.


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20.20.6 The construction of the Silo has been completed.

20.21 LEGAL AND BENEFICIAL OWNERSHIP

20.21.1 It and each of its Subsidiaries is the sole legal and beneficial owner
     of the respective assets over which it purports to grant Security.

20.21.2 All the Target Shares were, once Completion occurred, legally and
     beneficially owned by ISE free from any claims, third party rights or
     competing interests other than, in the case of Target Shares only,
     Permitted Security permitted under clause 23.15 (Negative Pledge).

20.22 SHARES

20.22.1 Prior to submission of a Utilisation Request the shares of any member of
     the Group which are subject to the Transaction Security are fully paid,
     non-assessable and not subject to any option to purchase or similar rights.

20.22.2 The Constitutional Documents of companies whose shares are subject to
     the Transaction Security do not and could not restrict or inhibit any
     transfer of those shares on creation or enforcement of the Transaction
     Security.

20.22.3 Save in respect of the Borrower (as disclosed by the Borrower under the
     heading "Description of Securities" in the Form S-4), there are no
     agreements in force which provide for the issue or allotment of, or grant
     any person the right to call for the issue or allotment of, any share or
     loan capital of any member of the Group or member of the Target Group
     (including any option or right of pre-emption or conversion).

20.23 INTELLECTUAL PROPERTY

     It and each of its Subsidiaries:

20.23.1 is the sole legal and beneficial owner of or has licensed to it all the
     Intellectual Property which is material in the context of its business (the
     "MATERIAL INTELLECTUAL PROPERTY") and which is required by it in order to
     carry on its business as it is being conducted and as contemplated in the
     Base Case Model;

20.23.2 does not (nor does any of its Subsidiaries), in carrying on its
     businesses, infringe any Intellectual Property of any third party in any
     respect; and

20.23.3 has taken all formal or procedural actions (including payment of fees)
     required to maintain any Material Intellectual Property owned by it.

20.24 GROUP STRUCTURE CHART

20.24.1 The Group Structure Chart delivered to the Agent pursuant to Part I of
     Schedule 3 (Conditions Precedent) is true, complete and accurate and shows
     the following information:

     (a)  all members of the Group, including current name and company
          registration or corporation number (as the case may be), its
          jurisdiction of incorporation and/or establishment, a list of
          shareholders and indicating whether a company is a Dormant Subsidiary
          or is not a company with limited liability;

     (b)  all minority interests in any member of the Group (other than the
          Borrower) and any person in which any member of the Group holds shares
          in its issued share capital or equivalent ownership interest of such
          person.

20.24.2 All necessary intra-Group loans, transfers, share exchanges and other
     steps resulted in the final Group structure are set out in the Group
     Structure Chart and have been taken in compliance with all relevant laws
     and regulations and all requirements of relevant regulatory authorities.


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20.25 OBLIGORS

     Each Subsidiary of the Borrower (other than a Dormant Subsidiary) is or
     will be an Obligor on the first Utilisation Date.

20.26 ACCOUNTING REFERENCE DATE

     The Accounting Reference Date of each member of the Group is 31 December.

20.27 ACQUISITION DOCUMENTS, DISCLOSURES AND OTHER DOCUMENTS

20.27.1 The Acquisition Documents contain all the terms of the Acquisition.

20.27.2 There is no disclosure made to the Acquisition Documents which has or
     may have an adverse effect on any of the information, opinions, intentions,
     forecasts and projections contained or referred to in the Information
     Package.

20.27.3 To the best of its knowledge no representation or warranty given by any
     party to the Acquisition Documents is untrue or misleading in any material
     respect.

20.27.4 The Service Contracts and the Constitutional Documents of the Borrower
     (as amended to the extent permitted under this Agreement) contain all the
     material terms of all the agreements and arrangements between Key
     Personnel, the Borrower and any member of the Group.

20.28 NO ADVERSE CONSEQUENCES

20.28.1 It is not necessary under the laws of its Relevant Jurisdictions:

     (a)  in order to enable any Finance Party to enforce its rights under any
          Finance Document; or

     (b)  by reason of the execution of any Finance Document or the performance
          by it of its obligations under any Finance Document,

     that any Finance Party should be licensed, qualified or otherwise entitled
     to carry on business in any of its Relevant Jurisdictions.

20.28.2 No Finance Party is or will be deemed to be resident, domiciled or
     carrying on business in its Relevant Jurisdictions by reason only of the
     execution, performance and/or enforcement of any Finance Document.

20.29 HOLDING AND DORMANT SUBSIDIARIES

20.29.1 Except as may arise under the Transaction Documents and for Acquisition
     Costs, before the Closing Date the Borrower has not traded or incurred any
     liabilities or commitments (actual or contingent, present or future) other
     than in the case of ISE, pursuant to its listing of shares on the OTC
     Bulletin Board on 16 December 2004.

20.29.2 Aegean Shipping Corporation Inc. is a Dormant Subsidiary and there are
     no other Dormant Subsidiaries in the Group.

20.30 NO IMMUNITY

     Neither it nor any other Obligor nor any of their respective assets are
     immune to any legal action or proceeding.

20.31 PENSIONS

     Save as expressly disclosed in the Accountants Report, the Group is fully
     in compliance with the undertakings in clause 23.24 (Pensions).


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20.32 INSURANCE

     Save as expressly disclosed in the Insurance Report, the Group is fully in
     compliance with the undertakings in clause 23.23 (Insurance).

20.33 FEDERAL REGULATIONS

20.33.1 The Borrower is not engaged in the business of extending credit for the
     purpose of "purchasing" or "carrying" "margin stock" within the respective
     meanings of each of the quoted terms under Regulation U, and none of the
     transactions contemplated by this Agreement will violate or result in the
     violation of the Securities Act, the Exchange Act or Regulation T, U or X.
     At no time would the obligations of the Borrower be directly or "indirectly
     secured" by assets of the Borrower or its consolidated Subsidiaries that
     are "margin stock" (pursuant to, and as such quoted terms are defined in,
     Section 221.2(g) of Regulation U), which represents more than 25 per cent.
     of the value of the assets of the Borrower and its consolidated
     Subsidiaries. To the extent applicable and if requested by the Agent or any
     Lender, the Borrower will furnish to the Agent and each Lender a statement
     to the foregoing effect in conformity with the requirements of FR Form G-3
     or FR Form U-1 referred to in said Regulation U.

20.33.2 Neither the Borrower nor any of its Subsidiaries is subject to
     regulation under the Public Utility Holding Company Act of 1935 of the
     United States or the Federal Power Act of the United States or the
     Investment Company Act of 1940 of the United States, each as amended. In
     addition, neither the Borrower nor any of its Subsidiaries is (a) an
     "investment company" registered or required to be registered under the
     Investment Company Act of 1940 of the United States, as amended, (b)
     controlled by such a company, or (c) a "holding company", a "subsidiary
     company" of a "holding company", or an "affiliate" of a "holding company"
     or of a "subsidiary" of a "holding company", within the meaning of the
     Public Utility Holding Company Act of 1935 of the United States, as
     amended.

20.33.3 No director, executive officer or principal holder of capital stock of
     the Borrower or any of its Subsidiaries is a director, executive officer or
     principal shareholder of any Lender. For the purposes hereof, the terms
     "director", "executive officer" and "principal shareholder" (when used with
     reference to any Lender) have the respective meanings assigned thereto in
     Regulation O.

20.33.4 The Borrower and its Subsidiaries are current with all material reports
     and documents, if any, required to be filed with any U.S. federal or state
     securities commission or similar agency and are in compliance in all
     material respects with all applicable rules and regulations of such
     commissions.

20.34 ERISA

20.34.1 During the five-year period prior to the date on which this
     representation is made or deemed made: (i) no ERISA Event has occurred, and
     no event or condition has occurred or exists as a result of which any ERISA
     Event could reasonably be expected to occur, with respect to any Plan; (ii)
     no "accumulated funding deficiency," as such term is defined in Section 302
     of ERISA and Section 412 of the Code, whether or not waived, has occurred
     with respect to any Plan; (iii) each Plan has been maintained, operated,
     and funded in material compliance with its own terms and in material
     compliance with the provisions of ERISA, the Code, and any other applicable
     United States federal or state laws; and (iv) no lien in favour of the PBGC
     or a Plan has arisen or is reasonably likely to arise on account of any
     Plan.

20.34.2 The actuarial present value of all "benefit liabilities" (as defined in
     Section 4001(a)(16) of ERISA), whether or not vested, under each Single
     Employer Plan, as of the last annual valuation date prior to the date on
     which this representation is made or deemed made (determined, in each case,
     in accordance with Financial Accounting Standards Board Statements 87 or
     132, as applicable), did not exceed as of such valuation date the fair
     market value of the assets of such Plan.

20.34.3 Neither the Borrower nor any of its Subsidiaries nor any ERISA Affiliate
     has incurred, or could be reasonably expected to incur, any withdrawal
     liability under ERISA to any Multiemployer Plan or Multiple Employer Plan.
     The Borrower or any of its Subsidiaries or any ERISA Affiliate would not
     become subject to any withdrawal liability under ERISA if the Borrower or
     any of its Subsidiaries or any ERISA Affiliate were to withdraw completely
     from all Multiemployer Plans and Multiple Employer Plans as of the
     valuation date most closely preceding the date on which this representation
     is made or deemed made. Neither the Borrower nor any of its Subsidiaries
     nor any


                                       85



     ERISA Affiliate has received any notification that any Multiemployer Plan
     is in reorganization (within the meaning of Section 4241 of ERISA), is
     insolvent (within the meaning of Section 4245 of ERISA), or has been
     terminated (within the meaning of Title IV of ERISA), and no Multiemployer
     Plan is reasonably expected to be in reorganization, insolvent or
     terminated.

20.34.4 No prohibited transaction (within the meaning of Section 406 of ERISA or
     Section 4975 of the Code) or breach of fiduciary responsibility has
     occurred with respect to a Plan which has subjected or could be reasonably
     expected to subject the Borrower or any of its Subsidiaries to any material
     liability under Section 406, 409, 502(i) or 502(l) of ERISA or Section 4975
     of the Code, or under any agreement or other instrument pursuant to which
     the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed
     or is required to indemnify any person against any such liability.

20.34.5 Neither the Borrower nor any of its Subsidiaries has any material
     liability with respect to "expected post-retirement benefit obligations"
     within the meaning of the United States Financial Accounting Standard Board
     Statement 106. Each Plan which is a welfare plan (as defined in Section
     3(1) of ERISA) to which Sections 601 through 609 of ERISA and Section 4980B
     of the Code apply has been administered in compliance in all material
     respects of such sections.

20.34.6 Neither the execution and delivery of this Agreement nor the
     consummation of the financing transactions contemplated hereunder will
     involve any transaction which is subject to the prohibitions of Sections
     404, 406 or 407 of ERISA or in connection with which a tax could be imposed
     pursuant to Section 4975 of the Code.

20.34.7 With respect to any Foreign Plan, none of the following events or
     conditions exists and is continuing that, individually or in the aggregate,
     would reasonably be expected to have a Material Adverse Effect: (a)
     substantial non-compliance with its terms and with the requirements of any
     and all applicable Laws; (b) a failure to be in good standing with
     applicable regulatory authorities; (c) an obligation by the Borrower or any
     Subsidiary in connection with the termination of or withdrawal from any
     Foreign Plan; (d) for any Foreign Plan that is funded, a Foreign Plan
     Underfunding; or (e) for any Foreign Plan that is not funded, a failure to
     properly accrue or insure the obligations of such Foreign Plan.

20.35 COMPLIANCE

20.35.1 Neither the Borrower nor any of its Subsidiaries has made any unlawful
     domestic or foreign political contributions or engaged in any conduct
     (including payments and/or provisions of services) in each case, that would
     constitute a violation of (a) Foreign Corrupt Practices Act of 1977 of the
     United States, as currently in effect, or (b) any similar applicable U.S.
     or foreign law. The Borrower and its Subsidiaries have adopted management
     procedures that are reasonably appropriate in its determination in
     accordance with the Foreign Corrupt Practices Act of 1977 of the United
     States). The Borrower and its Subsidiaries are familiar with, have
     implemented and not violated such procedures. None of the employees or
     customers or vendors of the Borrower or its Subsidiaries are listed on any
     list of Specially Designated Nationals and Blocked Persons maintained by
     the Office of Foreign Assets Control of the United States Department of the
     Treasury (OFAC List).

20.36 ANTI-TERRORISM LAWS

20.36.1 None of the Obligors or, to the knowledge of any of the Obligors, any of
     their Affiliates, is in violation of any laws relating to terrorism or
     money laundering ("ANTI-TERRORISM LAWS"), including the United States
     Executive Order No. 13224 on Terrorist Financing, effective September 24,
     2001 (the "EXECUTIVE ORDER"), and the Uniting and Strengthening America by
     Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
     Act of 2001, Public Law 107-56 (the "PATRIOT ACT").

20.36.2 No Obligor or, to the knowledge of any of the Obligors, any of their
     Affiliates, or their respective brokers or other agents, is any of the
     following:

     (a)  a person or entity that is listed in the annex to, or is otherwise
          subject to the provisions of, the Executive Order;

     (b)  a person or entity owned or controlled by, or acting for or on behalf
          of, any person or entity that is listed in the annex to, or is
          otherwise subject to the provisions of, the Executive Order;


                                       86



     (c)  a person or entity that commits, threatens or conspires to commit or
          supports "terrorism" as defined in the Executive Order; or

     (d)  a person or entity that is named as a "specially designated national
          and blocked person" on the most current list published by the Office
          of Foreign Asset Control of the United States Department of Treasury
          at its official website or any replacement website or other
          replacement official publication of such list.

20.36.3 No Obligor or, to the knowledge of any Obligor, any of its brokers or
     other agents acting in any capacity in connection with the Facilities (i)
     conducts any business or engages in making or receiving any contribution of
     funds, goods or services to or for the benefit of any person described in
     paragraph (b) above, (ii) deals in, or otherwise engages in any transaction
     relating to, any property or interests in property blocked pursuant to the
     Executive Order, or (iii) engages in or conspires to engage in any
     transaction that evades or avoids, or has the purpose of evading or
     avoiding, or attempts to violate, any of the prohibitions set forth in any
     Anti-Terrorism Law.

20.37 TIMES WHEN REPRESENTATIONS MADE

20.37.1 All the representations and warranties in this clause 20 are made by the
     Borrower on the date of this Agreement except for the representations and
     warranties set out in clause 20.12 (No misleading information) which are
     deemed to be made by the Borrower (i) with respect to the Information
     Memorandum, on the date the Information Memorandum is approved by the
     Borrower, (ii) with respect to the Information Package, on the date of this
     Agreement and on the Closing Date and (iii) with respect to the Information
     Package (other than the Base Case Model), on the date of this Agreement and
     on any later date on which the Information Package (or part of it) is
     released for distribution in connection with syndication and on the
     Syndication Date.

20.37.2 All the representations and warranties in this clause 20 are also deemed
     to be made on the date of each Utilisation Request.

20.37.3 The Repeating Representations are deemed to be made by the Borrower on
     the date of each Utilisation Request, on each Utilisation Date and on the
     first day of each Interest Period (except that those contained in clauses
     20.13.1 to 20.13.4 (Original Financial Statements) will cease to be so made
     once subsequent financial statements have been delivered under this
     Agreement).

20.37.4 All the representations and warranties in this clause 20 except clause
     20.12 (No misleading information), clause 20.24 (Group Structure Chart),
     clause 20.27 (Acquisition Documents, disclosures and other documents) and
     clause 20.29 (Holding and Dormant Companies) are deemed to be made by each
     Additional Security Provider on the day on which it becomes (or it is
     proposed that it becomes) an Additional Security Provider.

20.37.5 Each representation or warranty deemed to be made after the date of this
     Agreement shall be deemed to be made by reference to the facts and
     circumstances existing at the date the representation or warranty is deemed
     to be made.

21   INFORMATION UNDERTAKINGS

     The undertakings in this clause 21 remain in force from the date of this
     Agreement for so long as any amount is outstanding under the Finance
     Documents or any Commitment is in force.

     In this clause 21 and clause 22 (Financial Covenants):

     "ANNUAL FINANCIAL STATEMENTS" means the financial statements for a
     Financial Year delivered pursuant to clause 21.1.1 (Financial statements).

     "QUARTERLY FINANCIAL STATEMENTS" means the financial statements delivered
     pursuant to clause 21.1.2 (Financial statements).

21.1 FINANCIAL STATEMENTS

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


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21.1.1 as soon as they are available, but in any event within 120 days after the
     end of each of its Financial Years its audited consolidated financial
     statements for that Financial Year.

21.1.2 as soon as they are available, but in any event within 60 days after the
     end of each Financial Quarter of each of its Financial Years its
     consolidated unaudited financial statements for that Financial Quarter; and

21.1.3 within ten days following the earlier of (i) the acquisition by the
     Additional Collateral Owners of all Additional Collateral Ships and (ii)
     the last day of the last Availability Period to elapse, a pro-forma balance
     sheet for the Group.

21.2 PROVISION AND CONTENTS OF COMPLIANCE CERTIFICATE

21.2.1 The Borrower shall supply a Compliance Certificate to the Agent with each
     set of its consolidated Annual Financial Statements and each set of its
     Quarterly Financial Statements.

21.2.2 The Compliance Certificate shall, amongst other things, set out (in
     reasonable detail) computations as to compliance with clause 22 (Financial
     Covenants).

21.2.3 Each Compliance Certificate shall be signed by the Chief Financial
     Officer and one member of the board of directors of the Borrower.

21.2.4 The Agent may consult with the Auditors about any certificate delivered
     under this clause 21.2 and, if reasonable grounds exist for believing that
     it was not correct when delivered, require them to give a written opinion
     to the Agent on such certificate (and, if any such certificate is
     established to be incorrect by the Auditors, the cost of such opinion will
     be borne by the Borrower and, in any event, the cost of one such requested
     opinion in any Financial Year shall be borne by the Borrower).

21.3 REQUIREMENTS AS TO FINANCIAL STATEMENTS

21.3.1 The Borrower shall procure that each set of Annual Financial Statements
     and Quarterly Financial Statements includes a balance sheet, profit and
     loss account and cashflow statement. In addition the Borrower shall procure
     that:

     (a)  each set of Annual Financial Statements shall be audited by the
          Auditors;

     (b)  each set of Quarterly Financial Statements is accompanied by a
          statement by the directors of the Borrower commenting on the
          performance of the Group for the Financial Quarter to which the
          financial statements relate and the Financial Year to date and any
          material developments or proposals affecting the Group or its
          business;

     (c)  each set of Quarterly Financial Statements includes a schedule showing
          all Ships together with such additional information in respect of such
          Ships as the Agent may reasonably request; and

     (d)  each set of Quarterly Financial Statements is accompanied by a CNSA
          Quarterly Report.

21.3.2 Each set of financial statements delivered pursuant to clauses 21.1.1 and
     21.1.2 (Financial statements):

     (a)  shall be certified by the chief financial officer as giving a fair
          presentation of its financial condition and operations as at the date
          as at which those financial statements were drawn up and, in the case
          of the Annual Financial Statements, shall be accompanied by any letter
          addressed to the management of the Borrower by the Auditors and
          accompanying those Annual Financial Statements;

     (b)  in the case of consolidated financial statements of the Group, shall
          be accompanied by a statement by the chief financial officer comparing
          actual performance for the period to which the financial statements
          relate to:

          (i)  the projected performance for that period set out in the Budget;
               and


                                       88



          (ii) the actual performance for the corresponding period in the
               preceding Financial Year of the Group; and

     (c)  shall be prepared using the Accounting Principles, accounting
          practices and financial reference periods consistent with those
          applied in the case of the Borrower, in the preparation of the Base
          Case Model unless, in relation to any set of financial statements, the
          Borrower notifies the Agent that there has been a change in the
          Accounting Principles or the accounting practices and its Auditors
          deliver to the Agent:

          (i)  a description of any change necessary for those financial
               statements to reflect the Accounting Principles or accounting
               practices upon which the Base Case Model was prepared; and

          (ii) sufficient information, in form and substance as may be
               reasonably required by the Agent, to enable the Lenders to
               determine whether clause 22 (Financial Covenants) has been
               complied with and to make an accurate comparison between the
               financial position indicated in those financial statements and
               the Base Case Model.

          Any reference in this Agreement to any financial statements shall be
          construed as a reference to those financial statements as adjusted to
          reflect the basis upon which the Base Case Model was prepared.

     (d)

          (i)  If the Borrower notifies the Agent of a change in accordance with
               clause 21.3.2(c) above then the Borrower and the Agent shall
               enter into negotiations in good faith (each acting reasonably)
               with a view to agreeing:

               (A)  whether or not the change might result in any material
                    alteration in the commercial effect of any of the terms of
                    this Agreement; and

               (B)  if so, any amendments to this Agreement and the Base Case
                    Model which may be necessary to ensure that the change does
                    not result in any material alteration in the commercial
                    effect of those terms,

               and if any amendments are agreed they shall take effect and be
               binding on each of the Parties in accordance with their terms.

          (ii) If no such agreement is reached within 30 days of that
               notification of change, the Agent shall (if so requested by the
               Majority Lenders and at the cost of the Borrower (such costs to
               be reasonable)) instruct the Auditors to determine any amendment
               to clause 22 (Financial Covenants) which the Auditors (acting as
               experts and not arbitrators) consider appropriate to ensure the
               change does not result in any material alteration in the
               commercial effect of the terms of this Agreement. Those
               amendments shall take effect when so determined by the Auditors.

21.3.3 If there is an Event of Default or if the Agent (acting reasonably)
     believes that an Event of Default is likely to occur, and in such
     circumstances, the Agent wishes to discuss the financial position of any
     member of the Group with the Auditors, the Agent may notify the Borrower,
     stating the questions or issues which the Agent wishes to discuss with the
     Auditors. In this event, the Borrower must ensure that the Auditors are
     authorised (at the expense of the Borrower):

     (a)  to discuss the financial position of each member of the Group with the
          Agent on request from the Agent; and

     (b)  to disclose to the Agent for the Finance Parties any information which
          the Agent may reasonably request.

21.4 BUDGET

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


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21.4.1 as soon as the same become available but in any event within 30 days
     before the start of each of its Financial Years, an annual Budget for that
     Financial Year; and

21.4.2 as soon as the same shall become available but in any event within 15
     days before the start of each Financial Quarter of its Financial Year, a
     Budget for that Financial Quarter, provided that the first such Budget
     shall be delivered within 15 days of the date of this Agreement.

21.4.3 The Borrower shall ensure that each Budget:

     (a)  is in a form reasonably acceptable to the Agent and includes detailed
          projections in relation to expenses expected to be incurred in
          carrying out Core Activities and other activities of the Group
          including, but not limited to, a projected consolidated profit and
          loss, balance sheet and cashflow forecast statement for the Group,
          projected calculations in respect of the covenants in clause 22
          (Financial Covenants), a schedule of proposed Capital Expenditure, an
          FFA Trading Statement, an update of the employment of the Ships
          (including charter-in and charter-out rates), a forecast of the Excess
          Cash and a commentary;

     (b)  is prepared in accordance with the Accounting Principles and the
          accounting practices and financial reference periods applied to
          financial statements under clause 21.1 (Financial statements); and

     (c)  in the case of the annual Budget, has been approved by the board of
          directors of the Borrower and signed by two directors and, in the case
          of a quarterly Budget, has been approved and signed by the Borrower's
          chief financial officer.

21.4.4 If the Borrower updates or changes the Budget, it shall promptly deliver
     to the Agent, in sufficient copies for each of the Lenders, such updated or
     changed Budget together with a written explanation of the main changes in
     that Budget.

21.5 PRESENTATIONS

     Once in every financial year, or more frequently if requested to do so by
     the Agent if the Agent reasonably suspects a Default has occurred and is
     continuing or may have occurred or may occur, at least two directors of the
     Borrower (one of whom shall be the chief financial officer) must give a
     presentation to the Finance Parties about:

21.5.1 the on-going business and financial performance of the Group; and

21.5.2 any other matter which a Finance Party may reasonably request.

21.6 YEAR-END

21.6.1 The Borrower shall procure that each Financial Year-end of each member of
     the Group falls on 31 December.

21.6.2 The Borrower shall procure that each quarterly accounting period and each
     Financial Quarter of each member of the Group ends on a Financial Quarter
     Day.

21.7 INFORMATION: MISCELLANEOUS

     The Borrower shall (and shall procure that each other Obligor shall) supply
     to the Agent (in sufficient copies for all the Lenders, if the Agent so
     requests):

21.7.1 at the same time as they are dispatched, copies of all documents
     dispatched by the Borrower or any Obligor to its shareholders generally (or
     any class of them) or dispatched by the Borrower or any Obligor to its
     creditors generally (or any class of them);

21.7.2 promptly upon becoming aware of them, the details of any litigation,
     arbitration, other alternative dispute resolution or administrative
     proceedings which are current, threatened or pending against any member of
     the Group, and which, if adversely determined, are reasonably likely to
     have a Material Adverse Effect or which would involve a liability, or a
     potential or alleged liability, exceeding US$1,500,000 (or its equivalent
     in other currencies);


                                       90



21.7.3 promptly upon becoming aware of a Total Loss of a Ship or the Terminal or
     the incurrence of damage to a Ship or the Terminal in excess of US$500,000,
     the details of such Total Loss or damage and details of any insurance
     proceeds or Requisition Compensation due to a member of the Group in
     connection with the same;

21.7.4 ten Business Days before the date of any proposed Permitted Share Issue,
     details of such Permitted Share Issue;

21.7.5 promptly upon becoming aware of the relevant claim, the details of any
     claim which is current, threatened or pending against the Vendors or any
     other person in respect of the Acquisition Documents and details of any
     disposal or insurance claim which will require a prepayment under clause
     8.2 (Disposal Proceeds, Insurance Proceeds and Acquisition Proceeds);

21.7.6 promptly, such information as the Security Agent or, as the case may be,
     the Agent may reasonably require about the Charged Property and compliance
     of the Obligors with the terms of any Transaction Security Documents;

21.7.7 promptly on request, such further information regarding the financial
     condition, assets and operations of the Group and/or any member of the
     Group (including any computations necessary in order to establish
     compliance with the financial covenants in clause 22 (Financial Covenants),
     any requested amplification or explanation of any item in the financial
     statements, budgets or other material provided by any Obligor under this
     Agreement or any other Finance Document, any changes to the management of
     the Group, an up to date copy of its shareholders' register (or equivalent
     in its jurisdiction of incorporation), any information regarding the Ships,
     their employment, position and engagements, particulars of all towages and
     salvages and copies of all charters and other contracts for their
     employment or otherwise howsoever concerning such Ships) as any Finance
     Party through the Agent may request;

21.7.8 promptly on request, such additional information as required by any
     Finance Party under any applicable banking supervisory law; and

21.7.9 promptly after exercising a Purchase Option, the details of such Purchase
     Option including the proposed date of acquisition of the relevant Purchase
     Option Ship.

21.8 NOTIFICATION OF DEFAULT AND CERTAIN EVENTS RELATING TO CHARTERED SHIPS

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

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

21.8.3 The Borrower shall (or shall procure that the relevant Charter Company
     shall) notify the Agent forthwith by fax (thereafter confirmed by letter)
     of any:

     (a)  damage to a Chartered Ship requiring repairs the cost of which will or
          might result in such Chartered Ship being placed off-hire for a period
          longer than 14 days;

     (b)  requisition of a Chartered Ship for hire; or

     (c)  arrest or detention of a Chartered Ship for a period longer than 5
          days or any exercise or purported exercise of a lien or other claim on
          a Chartered Ship or any earnings of the Chartered Ships or any part
          thereof.

21.9 "KNOW YOUR CUSTOMER" CHECKS

21.9.1 If:

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


                                       91



     (b)  any change in the status of an Obligor or the composition of the
          shareholders of an Obligor after the date of this Agreement; or

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

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

21.9.2 Each Lender shall promptly upon the request of the Agent supply, or
     procure the supply of, such documentation and other evidence as is required
     by the Agent (for itself) in order for the Agent to carry out and be
     satisfied with the results of all necessary "know your customer" or other
     similar checks under all applicable laws and regulations pursuant to the
     transactions contemplated in the Finance Documents.

21.9.3 If the Borrower is obliged to procure that a member of the Group becomes
     an Additional Security Provider pursuant to clause 23.32 (Security
     Providers), if the accession of such Additional Security Provider obliges
     the Agent or any Lender to comply with "know your customer" or similar
     identification procedures in circumstances where the necessary information
     is not already available to it, the Borrower shall promptly upon the
     request of the Agent or any Lender supply, or procure the supply of, such
     documentation and other evidence as is reasonably requested by the Agent
     (for itself or on behalf of any Lender) or any Lender (for itself or on
     behalf of any prospective new Lender) in order for the Agent or such Lender
     or any prospective new Lender to carry out and be satisfied with the
     results of all necessary "know your customer" or other similar checks under
     all applicable laws and regulations pursuant to the accession of such
     Subsidiary to this Agreement as an Additional Security Provider.

21.9.4 The Borrower confirms that it is the beneficiary (within the meaning of
     section 8 of the German Money Laundering Act (Gesetz uber das Aufspuren von
     Gewinnen aus schweren Straftaten (Geldwaschegesetz)) for each Loan made or
     to be made available to it. It shall promptly inform the Lenders (by
     written notice to the Agent) if it ceases to be, the beneficiary (within
     the meaning of section 8 of the German Money Laundering Act (Gesetz uber
     das Aufspuren von Gewinnen aus schweren Straftaten (Geldwaschegesetz)) for
     each Loan made or to be made available to it and shall provide in writing
     to the Agent the name and the address of the beneficiary (within the
     meaning of section 8 of the German Money Laundering Act (Gesetz uber das
     Aufspuren von Gewinnen aus schweren Straftaten (Geldwaschegesetz)) in
     respect of such Loan.

21.10 POST-COMPLETION ADJUSTMENT

     Within 10 days after the date of this Agreement, the Borrower shall deliver
     to the Agent, with sufficient copies for the Lenders if the Agent so
     requests, the statement produced by Investments & Finance setting out the
     Final EBITDA Adjustment (as defined in the Acquisition Agreement) together
     with details of the proposed purchase price adjustment and upon receipt or
     generation of the same, any documentation, notices or correspondence in
     respect of the acquisition price adjustment pursuant to section 2.2 of the
     Acquisition Agreement.


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22   FINANCIAL COVENANTS

22.1 FINANCIAL DEFINITIONS

     For the purposes of this clause 22.1 the following expressions shall have
     the following meanings:

     "BORROWINGS" means Financial Indebtedness save for any indebtedness for or
     in respect of the items set out in paragraphs (f) or (k) (to the extent it
     relates to a guarantee of any of the items referred to in paragraph (f) of
     the definition) of the definition of Financial Indebtedness.

     "CAPITAL EXPENDITURE" means any expenditure which, in accordance with the
     Accounting Principles, should be treated as capital expenditure in the
     audited consolidated financial statements of the Group.

     "CURRENT ASSETS" means, at any relevant time of computation and in respect
     of any relevant period, the aggregate (calculated on a consolidated basis)
     of the stock in trade and work in progress, marketable securities, cash and
     bank balances of the Group and moneys owing to the Group (other than moneys
     due or to become due from the Borrower or another member of the Group)
     payable on demand or within one year from the relevant date of computation.

     "CURRENT LIABILITIES" means, at any relevant time of computation and in
     respect of any relevant period, the aggregate (calculated on a consolidated
     basis) of the obligations including contingent obligations of the Group to
     pay money (other than money due or to become due to the Borrower or another
     member of the Group) on demand or within one year from the relevant date of
     computation (including one fourth of the current portion of long-term
     debt).

     "CURRENT RATIO" means the ratio of Current Assets to Current Liabilities.

     "DEBT COVER" means the ratio of Total Debt to EBITDA.

     "DEBT SERVICE" means, in respect of any period and the Group, the
     aggregated:

     (a)  Interest Payable for such period;

     (b)  the total amount of all scheduled (but not voluntary or mandatory)
          repayments of the Facilities made by the Borrower or which fell due
          during such period;

     (c)  the total amount of all scheduled (but not voluntary or mandatory)
          repayments of principal under the terms of any other Financial
          Indebtedness (save for any revolving, overdraft or ancillary facility
          that is available for simultaneous re-drawing according to its terms)
          made by the members of the Group or which fell due during such period,
          including the principal element of scheduled rental payments which
          under the Accounting Principles should be treated as a finance lease
          or otherwise capitalised on the books of such person, in accordance
          with such principles; and

     (d)  dividends accrued, declared or paid during that period.

     "EBITDA" means, in respect of any period, the consolidated profit on
     ordinary activities of the Group for such period:

     (a)  excluding any exceptional items and extraordinary items;

     (b)  after deducting (to the extent otherwise included) any gain over book
          value arising in favour of a member of the Group, and after adding
          back (to the extent otherwise deducted) any loss against book value
          incurred by a member of the Group, on:

          (i)  a disposal of an asset (not being an asset disposed of in the
               ordinary course of trading); and/or

          (ii) a revaluation of an asset.

     (c)  after adding back (to the extent otherwise deducted) Acquisition Costs
          and the amortisation of such Acquisition Costs;


                                       93



     (d)  after adding back (to the extent otherwise deducted) amortisation of
          goodwill and other intangible assets;

     (e)  after adding back (to the extent otherwise deducted) depreciation and
          impairment charges;

     (f)  after adding back any deduction for Interest Payable and any other
          Interest (to the extent payable in cash) for which any member of the
          Group is liable;

     (g)  after deducting (to the extent included) Interest Receivable;

     (h)  after adding back any deduction of Tax;

     (i)  after deducting the applicable share of any profit (except to the
          extent received by a member of the Group in cash) or after adding back
          the applicable loss of any joint venture or any other person which is
          not a member of the Group; and

     (j)  after deducting (to the extent otherwise included) profits (or adding
          back losses) attributable to minority interests in members of the
          Group (other than the Borrower),

     in each case for such period.

     "FINANCE LEASE" means any lease under which a member of the Group is the
     lessee which is or should be treated as a finance lease under the
     Accounting Principles (and includes any hire purchase contract or other
     arrangement which is similarly treated).

     "FINANCIAL QUARTER" means each period of approximately three months
     commencing on the day after a Financial Quarter Day and ending on the next
     following Financial Quarter Day.

     "FINANCIAL QUARTER DAY" means 31 March, 30 June, 30 September and 31
     December in any year.

     "FINANCIAL YEAR" means the annual accounting period of the Group ending on
     31 December in each year.

     "FLEET BOOK VALUE" means, at the end of a Relevant Period, the aggregate
     book value of the Owned Ships less depreciation as stated in the most
     recent financial statements delivered pursuant to clause 21.1 (Financial
     Statements).

     "FLEET MARKET VALUE" means, at the date of calculation, the aggregate of
     the values of each of the Owned Ships as last determined in accordance with
     clause 23.37 (Valuation of Owned Ships).

     "FREE LIQUID ASSETS" means, at any given time, all cash and Cash Equivalent
     Investments held by the Group (including amounts standing to the credit of
     the Accounts) less an amount equal to the amount standing to the credit of
     the Retention Account.

     "INTEREST" means, in respect of any specified Borrowings, all continuing
     regular or periodic costs, charges and expenses incurred in effecting,
     servicing or maintaining such Borrowings including:

     (a)  gross interest, commitment fees, discount and acceptance fees and
          guarantee, fronting and ancillary facility fees payable or incurred on
          any form of such Borrowings;

     (b)  repayment and prepayment premiums payable or incurred in repaying or
          prepaying such Borrowings; and

     (c)  the interest element of Finance Leases,

     but excluding, in respect of such Borrowings, agency and arrangement fees
     or other up-front fees.

     "INTEREST PAYABLE" means, in respect of any period, the aggregate
     (calculated on a consolidated basis) of:

     (a)  the amounts charged and posted as a current accrual accrued during
          such period in respect of members of the Group by way of Interest on
          all Borrowings, but excluding any amount accruing


                                       94



          as interest in-kind (and not as cash pay) to the extent capitalised as
          principal during such period; and

     (b)  net payments in relation to any hedging arrangements in respect of
          Borrowings (after deducting net income in relation to such hedging
          arrangements).

     "INTEREST RECEIVABLE" means, in respect of any period, the amount of
     Interest accrued on cash balances of members of the Group with any Lender
     (including the amount of interest accrued on the HSH Accounts, to the
     extent that the account holder is entitled to receive such interest) during
     such period.

     "RELEVANT PERIOD" means each rolling period of 12 months ending on a
     Financial Quarter Day.

     "TANGIBLE NET WORTH" means, at any relevant time and in relation to any
     Relevant Period, the aggregate of the amount paid-up or credited as paid-up
     on the Borrower's issued share capital and the amount of the consolidated
     capital and revenue reserves of the Group (including any share premium
     account, capital redemption reserve fund and any credit balance on the
     consolidated profit and loss account of the Group) all as shown by the then
     latest consolidated balance sheet and profit and loss account of the Group
     delivered under this Agreement but after:

     (a)  deducting any debit balance on such consolidated profit and loss
          account unless it has already been deducted from the consolidated
          capital and revenue reserves of the Group;

     (b)  deducting an amount equal to the positive amount (if any) determined
          by deducting (i) the accumulated depreciation amounts taken from the
          latest audited financial statements of the Borrower from (ii) the
          corresponding accumulated minimum depreciation amounts specified in
          the table below, in respect of the relevant Financial Year and the
          relevant assets of the Borrower:



                   2005       2006       2007       2008       2009       2010
Financial Year  (MILLION)  (MILLION)  (MILLION)  (MILLION)  (MILLION)  (MILLION)
--------------  ---------  ---------  ---------  ---------  ---------  ---------

Intangible         3.433     13.486     13.486     13.486     13.486     13.486
Vessels            4.724     15.140     16.228     16.228     16.228     16.228
Deferred costs     1.351      1.351      1.351      1.351      1.351      1.351
Port (incl.
Intangibles)       1.418      2.354      2.354      2.354      2.354      2.354
                  ------     ------     ------     ------     ------     ------
Total             10.925     32.330     33.419     33.419     33.419     33.419
                  ------     ------     ------     ------     ------     ------


                   2011       2012       2013       2014      2015
Financial Year  (MILLION)  (MILLION)  (MILLION)  (MILLION)  (MILLION)
--------------  ---------  ---------  ---------  ---------  ---------

Intangible        13.486     13.486      5.441      5.441      5.441
Vessels           16.883     17.423     18.574     18.574     19.474
Deferred costs     1.351          0          0          0          0
Port (incl.
Intangibles)       2.354      2.354      2.354      2.354      2.354
                  ------     ------     ------     ------     ------
Total             34.073     33.263     26.370     26.370     26.370
                  ------     ------     ------     ------     ------


     (c)  deducting (i) (so far as not otherwise excluded as attributable to
          minority interests) a sum equal to the aggregate of the amount by
          which the book value of any tangible or intangible assets of any
          member of the Group has been written up after the date of the
          ISE-Navios Merger (as reflected in the opening balance sheet to be
          provided pursuant to clause 21.1.3 (Financial statements)) (or, in the
          case of a company becoming a Subsidiary after that date, the date on
          which that company became a Subsidiary) by way of revaluation, (where,
          for the purposes of this paragraph (c) any increase in the book value
          of any tangible or intangible asset resulting from its transfer by one
          member of the Group to another member of the Group shall be deemed to
          result from a writing up of its book value by way of revaluation) and
          (ii) the difference between the book values at the date of the
          ISE-Navios Merger (as reflected in the opening balance sheet to be
          provided pursuant to clause 21.1.3 (Financial statements)) and the
          values shown in the Form S-4 dated 27 May 2005 unless the difference
          is less than two per cent. and (iii) the positive amount (if any)
          determined by deducting US$70,000,000 from the amount of goodwill
          shown in the then latest audited financial statements of the Borrower;

     (d)  deducting the amount by which the Fleet Book Value as at the end of
          the Relevant Period exceeds the Fleet Market Value and after adding
          the amount by which the Fleet Market Value exceeds the Fleet Book
          Value as at the end of the Relevant Period;


                                       95



     (e)  excluding any amounts set aside for taxation as at the date of such
          balance sheet and making such adjustments as may be appropriate in
          respect of any significant additional taxation expected to result from
          transactions carried out by any member of the Group after such date
          and not reflected in that balance sheet;

     (f)  deducting all amounts attributable to minority interests in
          Subsidiaries of which 100% of the assets and liabilities are included
          in the then latest consolidated balance sheet of the Group;

     (g)  making such adjustments as may be appropriate in respect of any
          variation in the amount of such paid-up share capital or any such
          reserves after the date of the relevant balance sheet (but so that no
          such adjustment shall be made in respect of any variation in profit
          and loss account except to the extent of any profit or loss,
          calculated on a cumulative basis, recorded in the then latest
          consolidated profit and loss account of the Group delivered to the
          Agent before the date of this Agreement, or under clause 21.1
          (Financial statements), in respect of any subsequent period);

     (h)  making such adjustments as may be appropriate in respect of any
          distribution declared, recommended or made by any member of the Group
          (otherwise than attributable directly or indirectly to the Borrower)
          out of profits earned up to and including the date of the latest
          audited balance sheet of that member of the Group to the extent that
          such distribution is not provided for in that balance sheet;

     (i)  making such adjustments as may be appropriate in respect of any
          variation in the interests of the Borrower in its Subsidiaries and the
          other members of the Group since the date of the latest published
          audited consolidated balance sheet of the Group;

     (j)  if the calculation is required for the purpose of or in connection
          with a transaction under or in connection with which any company is to
          become or cease to be a Subsidiary of the Borrower or a member of the
          Group, making all such adjustments as would be appropriate if that
          transaction had been carried into effect;

     (k)  making such adjustments as may be appropriate in the opinion of the
          Agent in order that the above amounts are calculated in accordance
          with the Accounting Principles;

     (l)  making such adjustments as may be appropriate in respect of variations
          in shareholder's equity (including such variations arising from the
          issuance of shares and/or the exercise of warrants); and

     (m)  deducting such amounts as may be appropriate in respect of any of the
          issued share capital of the Borrower which has been acquired by the
          Borrower (including pursuant to the conversion and appraisal rights in
          connection with the ISE-Navios Merger),

     in each case, during such period.

     "TOTAL DEBT" means, at any time, the aggregate outstanding principal,
     capital or nominal amount of all Borrowings of the Group calculated on a
     consolidated basis, less the amount standing to the credit of the Retention
     Account, at that time.

22.2 FINANCIAL CONDITION

     The Borrower shall ensure that:

22.2.1 MINIMUM NET WORTH: Tangible Net Worth shall, at all times for each of the
     periods specified in column 1 below, be or exceed the amount set out in
     column 2 below opposite the applicable period.


                                       96



                            COLUMN 1                                  COLUMN 2
                             PERIOD                                 AMOUNT (US$)
----------------------------------------------------------------   -------------
Closing Date to 31 December 2005                                     200,000,000
1 January 2006 to 31 March 2006                                      207,500,000
1 April 2006 to 30 June 2006                                         215,000,000
1 July 2006 to 30 September 2006                                     222,500,000
1 October 2006 to 31 December 2006                                   230,000,000
1 January 2007 to 31 March 2007                                      235,000,000
1 April 2007 to 30 June 2007                                         240,000,000
1 July 2007 to 30 September 2007                                     245,000,000
1 October 2007 to 31 December 2007                                   250,000,000
1 January 2008 to 31 March 2008                                      256,250,000
1 April 2008 to 30 June 2008                                         262,250,000
1 July 2008 to 30 September 2008                                     268,750,000
1 October 2008 to 31 December 2008                                   275,000,000
1 January 2009 to 31 March 2009                                      281,250,000
1 April 2009 to 30 June 2009                                         287,500,000
1 July 2009 to 30 September 2009                                     293,750,000
1 October 2009 to 31 December 2009                                   300,000,000
1 January 2010 to 31 December 2010                                   325,000,000
1 January 2011 to the last Repayment Date under clause 6.1
   (Repayment of the Loans)                                          340,000,000

22.2.2 SOLVENCY: the percentage that Tangible Net Worth is of the aggregate of
     Tangible Net Worth and Total Debt shall not at any time for each of the
     periods specified in column 1 below be less than the percentage figure set
     out in column 2 below opposite the applicable period.

                            COLUMN 1                                 COLUMN 2
                             PERIOD                               PERCENTAGE (%)
---------------------------------------------------------------   --------------
Closing Date to 31 December 2005                                        25
1 January 2006 to 31 December 2006                                      27
1 January 2007 to 31 December 2007                                      30
1 January 2008 to 31 December 2008                                      33
1 January 2009 to 31 December 2009                                      35
1 January 2010 to the last Repayment Date under clause 6.1
   (Repayment of Loans)                                                 40

22.2.3 DEBT COVER: Debt Cover in respect of any Relevant Period ending during
     the periods specified in column 1 below shall not exceed the ratio set out
     in column 2 below opposite the applicable period.


                                       97



                            COLUMN 1                                 COLUMN 2
                             PERIOD                                    RATIO
---------------------------------------------------------------   --------------
Closing Date to 31 December 2007                                      6.50:1
1 January 2008 to 31 December 2008                                    6.00:1
1 January 2009 to 31 December 2009                                    5.50:1
1 January 2010 to 31 December 2010                                    5.00:1
1 January 2011 to 31 December 2011                                    4.50:1
1 January 2012 to 31 December 2012                                    4.00:1
1 January 2013 to 31 December 2013                                    3.50:1
1 January 2014 to 31 December 2014                                    3.00:1
1 January 2015 to the last Repayment Date under clause 6.1
   (Repayment of Loans)                                               2.50:1

22.2.4 MINIMUM LIQUIDITY: the Group shall, at all times from the date of this
     Agreement and in respect of any relevant period during the term of this
     Agreement, maintain Free Liquid Assets in an amount of not less than
     $40,000,000.

22.2.5 CAPITAL EXPENDITURE: the Group shall not overspend or underspend the
     planned Capital Expenditure specified in the Budget delivered pursuant to
     clause 21.4.1 (Budget) by an amount greater than 10 per cent. without the
     prior written consent of the Agent.

22.2.6 CURRENT RATIO: the Current Ratio shall, at all times from the date of
     this Agreement and in respect of any relevant period during the term of
     this Agreement, be higher than 1.00:1.

22.3 FINANCIAL TESTING

22.3.1 The covenants in clauses 22.2.1 (Minimum Net Worth) to 22.2.4 (Minimum
     Liquidity) (inclusive) and clause (Current Ratio) shall be tested on the
     last day of each Financial Quarter (save that the covenants in clauses
     22.2.1 (Minimum Net Worth) to 22.2.3 (Debt Cover) and clause 22.2.6
     (Current Ratio) shall first be tested on 31 December 2005) and the covenant
     in clause 22.2.5 (Capital Expenditure) shall be tested at the end of each
     Financial Year. Details of compliance (or non-compliance) shall be provided
     to the Agent in accordance with clause 21.2 (Provision and contents of
     Compliance Certificate).

22.3.2 In the event that a Default (a) has occurred and is outstanding or (b)
     the Agent, acting reasonably, believes a Default has occurred, the Agent
     shall be entitled to test the covenants in clauses 22.2.1 (Minimum Net
     Worth) to 22.2.6 (Current Ratio) inclusive as at that date. The Agent shall
     notify the Borrower if it proposes to exercise its rights under this clause
     22.3.2.

22.3.3 Following the giving of notice pursuant to clause 22.3.2 above, the
     Borrower shall deliver to the Agent such further financial information as
     the Agent may require to test the covenants referred to in clause 22.3.2
     within five days of such request.

23   GENERAL UNDERTAKINGS

     The undertakings in this clause 23 remain in force from the date of this
     Agreement for so long as any amount is outstanding under the Finance
     Documents or any Commitment is in force.

     AUTHORISATIONS AND COMPLIANCE WITH LAWS


                                       98



23.1 AUTHORISATIONS

     The Borrower shall (and shall ensure that each member of the Group shall)
     promptly:

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

23.1.2 supply certified copies to the Agent of,

     any Authorisation required under any law or regulation of a Relevant
     Jurisdiction to:

     (a)  enable it to perform its obligations under the Finance Documents and
          the Acquisition Documents;

     (b)  ensure the legality, validity, enforceability or admissibility in
          evidence of any Finance Document or Acquisition Document; and

     (c)  carry on its business where failure to do so has or is reasonably
          likely to have a Material Adverse Effect.

23.2 COMPLIANCE WITH LAWS

     The Borrower shall (and shall ensure that each member of the Group shall)
     comply in all respects with all laws to which it may be subject, if failure
     so to comply has or is reasonably likely to have a Material Adverse Effect.

23.3 ENVIRONMENTAL COMPLIANCE

     The Borrower shall (and shall ensure that each member of the Group shall):

23.3.1 comply with all Environmental Laws;

23.3.2 obtain, maintain and ensure compliance with all requisite Environmental
     Permits; and

23.3.3 implement procedures to monitor compliance with and to prevent liability
     under any Environmental Law.

23.4 ENVIRONMENTAL CLAIMS

     The Borrower shall (and shall ensure that each member of the Group shall),
     promptly upon becoming aware of the same, inform the Agent in writing of:

23.4.1 any Environmental Claim against any member of the Group which is current,
     pending or threatened; and

23.4.2 any facts or circumstances which are reasonably likely to result in any
     Environmental Claim being commenced or threatened against any member of the
     Group,

     where the claim, if determined against that member of the Group, has or is
     reasonably likely to result in any member of the Group incurring a
     liability in excess of US$500,000 or its equivalent.

23.5 TAXATION

23.5.1 The Borrower shall (and shall ensure that each member of the Group shall)
     pay and discharge all Taxes imposed upon it or its assets within the time
     period allowed without incurring penalties unless and only to the extent
     that:

     (a)  such payment is being contested in good faith;

     (b)  adequate reserves are being maintained for those Taxes and the costs
          required to contest them which have been disclosed in the latest
          financial statements delivered to the Agent under clause 21.1
          (Financial statements); and


                                       99



     (c)  such payment can be lawfully withheld.

23.5.2 No member of the Group may change its residence for Tax purposes.

     RESTRICTIONS ON BUSINESS FOCUS

23.6 MERGER

     The Borrower shall not (and shall ensure that no other member of the Group
     shall) enter into any amalgamation, demerger, merger, consolidation,
     corporate reconstruction or redomiciliation (for the avoidance of doubt
     only, other than the ISE-Navios Merger which has been completed).

23.7 CHANGE OF BUSINESS

     The Borrower shall procure that no substantial change is made to the
     general nature of the business of the Borrower, the Obligors or the Group
     taken as a whole from that carried on by the Target Group, immediately
     prior to the Completion.

23.8 ACQUISITIONS

23.8.1 Except as permitted under clause 23.8.2, the Borrower shall not (and
     shall ensure that no other member of the Group shall):

     (a)  acquire a company or any shares or securities or a business or
          undertaking (or, in each case, any interest in any of them); or

     (b)  incorporate a company.

23.8.2 Clause 23.8.1 does not apply to an acquisition of a company, of shares,
     securities or a business or undertaking (or, in each case, any interest in
     any of them) or the incorporation of a company which is:

     (a)  a Permitted Acquisition; or

     (b)  a Permitted Transaction.

23.9 JOINT VENTURES

     The Borrower shall not (and shall ensure that no member of the Group
     shall):

     (a)  enter into, invest in or acquire (or agree to acquire) any shares,
          stocks, securities or other interest in any Joint Venture (other than
          Acropolis Chartering and Shipping Inc.); or

     (b)  transfer any assets or lend to or guarantee or give an indemnity for
          or give Security for the obligations of a Joint Venture or maintain
          the solvency of or provide working capital to any Joint Venture (or
          agree to do any of the foregoing).

23.10 HOLDING COMPANIES

     The Borrower shall not trade, carry on any business, own any assets or
     incur any liabilities except for:

23.10.1 the provision of administrative services (excluding treasury services)
     to other members of the Group of a type customarily provided by a holding
     company to its Subsidiaries;

23.10.2 ownership of shares in its Subsidiaries, intra-Group debit balances and
     credit balances in bank accounts, cash, Cash Equivalent Investments and
     Group insurance policies but only if those shares, credit balances, cash,
     Cash Equivalent Investments and insurance policies are subject to the
     Transaction Security; and

23.10.3 any liabilities under the Transaction Documents to which it is a party
     and professional fees and administration costs in the ordinary course of
     business as a holding company,


                                       100



     and the restrictions in this clause 23.10 shall override any other part of
     this clause 23 which would otherwise permit the Borrower to do anything
     prohibited by this clause 23.10.

23.11 DORMANT SUBSIDIARIES

     The Borrower shall not (and shall ensure no member of the Group shall)
     cause or permit any member of the Group which is a Dormant Subsidiary to
     commence trading or cease to satisfy the criteria for a Dormant Subsidiary
     unless such Dormant Subsidiary becomes an Additional Security Provider in
     accordance with clause 26.2 (Additional Security Providers).

     RESTRICTIONS ON DEALING WITH ASSETS AND SECURITY

23.12 PRESERVATION OF ASSETS

     The Borrower shall (and shall ensure that each member of the Group shall)
     maintain in a good state of repair and in good working order and condition
     (ordinary wear and tear excepted) all of its assets necessary or desirable
     in the conduct of its business.

23.13 PARI PASSU RANKING

     The Borrower shall (and shall ensure that each other Obligor shall) ensure
     that at all times any unsecured and unsubordinated claims of a Finance
     Party or Hedge Counterparty against it under the Finance Documents rank at
     least pari passu with the claims of all its other unsecured and
     unsubordinated creditors except those creditors whose claims are
     mandatorily preferred by laws of general application to companies.

23.14 ACQUISITION DOCUMENTS

23.14.1 The Borrower shall promptly pay all amounts payable to the Vendors under
     the Acquisition Documents as and when they become due (except to the extent
     that any such amounts are being contested in good faith by a member of the
     Group and where adequate reserves are set aside for any such payment).

23.14.2 The Borrower shall (and shall procure that each relevant member of the
     Group shall) take all reasonable and practical steps to preserve and
     enforce its rights (or the rights of any other member of the Group) and
     pursue any claims and remedies arising under any Acquisition Documents.

23.14.3 The Borrower shall not finally agree or settle the amount of any
     purchase price adjustment (to the extent it has discretion to do so)
     without the consent of the Agent.

23.15 NEGATIVE PLEDGE

     In this clause 23.15 "QUASI-SECURITY" means a transaction described in
     clause 23.15.2.

     Except as permitted under clause 23.15.3:

23.15.1 The Borrower shall not (and shall ensure that no other member of the
     Group shall) create or permit to subsist any Security over any of its
     assets.

23.15.2 The Borrower shall not (and shall ensure that no other member of the
     Group shall):

     (a)  sell, transfer or otherwise dispose of any of its assets on terms
          whereby they are or may be leased to or re-acquired by an Obligor or
          any other member of the Group;

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

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

     (d)  enter into any other preferential arrangement having a similar effect,


                                       101



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

23.15.3 Clauses 23.15.1 and 23.15.2 do not apply to any Security or (as the case
     may be) Quasi-Security, which is:

     (a)  Permitted Security; or

     (b)  a Permitted Transaction.

23.16 DISPOSALS

23.16.1 Except as permitted under clause 23.16.2, the Borrower shall not (and
     shall ensure that no member of the Group shall) enter into a single
     transaction or a series of transactions (whether related or not) and
     whether voluntary or involuntary to sell, lease, transfer or otherwise
     dispose of any asset.

23.16.2 Clause 23.16.1 does not apply to any sale, lease, transfer or other
     disposal which is:

     (a)  a Permitted Disposal; or

     (b)  a Permitted Transaction.

23.17 ARM'S LENGTH BASIS

23.17.1 Except as permitted by clause 23.17.2, the Borrower shall not (and shall
     ensure no member of the Group shall) enter into any transaction with any
     person except on arm's length terms and for full market value.

23.17.2 Subject to clause 23.42 (Ring fencing), the following transactions shall
     not be a breach of this clause 23.17:

     (a)  Intra-Group Loans;

     (b)  fees, costs and expenses payable under the Transaction Documents in
          the amounts set out in the Transaction Documents delivered to the
          Agent under clause 4.1 (Initial conditions precedent) or agreed by the
          Agent; and

     (c)  any Permitted Transactions.

     RESTRICTIONS ON MOVEMENT OF CASH - CASH OUT

23.18 LOANS OR CREDIT

23.18.1 Except as permitted under clause 23.18.2, the Borrower shall not (and
     shall ensure that no member of the Group shall) be a creditor in respect of
     any Financial Indebtedness.

23.18.2 Subject to clause 23.42 (Ring fencing), clause 23.18.1 does not apply
     to:

     (a)  a Permitted Loan; or

     (b)  a Permitted Transaction.

23.19 NO GUARANTEES OR INDEMNITIES

23.19.1 Except as permitted under clause 23.19.2, the Borrower shall not (and
     shall ensure that no member of the Group shall) incur or allow to remain
     outstanding any guarantee in respect of any obligation of any person.

23.19.2 Subject to clause 23.42 (Ring fencing), clause 23.19.1 does not apply to
     a guarantee which is:

     (a)  a Permitted Guarantee; or


                                       102



     (b)  a Permitted Transaction.

23.20 DIVIDENDS AND SHARE REDEMPTION

23.20.1 Except as permitted under clause 23.20.2, the Borrower shall ensure that
     no member of the Group shall:

     (a)  declare, make or pay any dividend, charge, fee or other distribution
          (or interest on any unpaid dividend, charge, fee or other
          distribution) (whether in cash or in kind) on or in respect of its
          share capital (or any class of its share capital) or any warrants for
          the time being in issue;

     (b)  repay or distribute any dividend or share premium reserve or capital
          redemption or any undistributable reserve;

     (c)  pay or allow any member of the Group to pay any management, advisory
          or other fee to or to the order of any of the shareholders or other
          Affiliates (other than a member of the Group) of the Borrower; or

     (d)  redeem, repurchase, defease, retire or repay any of its share capital
          or any warrants for the time being in issue or resolve to do so.

23.20.2 Subject to clause 23.42 (Ring fencing), clause 23.20.1 does not apply
     to:

     (a)  a Permitted Distribution;

     (b)  a Permitted Transaction (other than one referred to in paragraph (c)
          of the definition of that term); or

     (c)  fees payable by the Borrower to its managers or advisers which are on
          an arm's length basis and are of the kind and the amount payable in
          the market by prudent companies engaged in business similar to that of
          the Borrower.

     RESTRICTIONS ON MOVEMENT OF CASH - CASH IN

23.21 FINANCIAL INDEBTEDNESS

23.21.1 Except as permitted under clause 23.21.2, the Borrower shall not (and
     shall ensure that no member of the Group shall) incur or allow to remain
     outstanding any Financial Indebtedness.

23.21.2 Clause 23.21.1 does not apply to Financial Indebtedness which is:

     (a)  Permitted Financial Indebtedness; or

     (b)  a Permitted Transaction.

23.22 SHARE CAPITAL

     The Borrower shall not (and shall ensure no member of the Group shall)
     issue any shares or other equity interests except pursuant to:

23.22.1 a Permitted Share Issue; or

23.22.2 a Permitted Transaction.

     MISCELLANEOUS

23.23 INSURANCE

23.23.1 The Borrower shall (and shall ensure that each member of the Group
     shall) maintain insurances on and in relation to its business and assets
     against those risks and to the extent as is usual for companies carrying on
     the same or substantially similar business and, without prejudice to the


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     generality of the foregoing, each Collateral Owner shall maintain the Ship
     Insurances in relation to its Collateral Ship in accordance with the
     Mortgage for such Collateral Ship.

23.23.2 All insurances must be with reputable independent insurance companies or
     underwriters.

23.23.3 Where insurances and risks have been identified in the Insurance Report,
     the Borrower shall ensure the insurances maintained provide cover at least
     in respect of the business and assets and against the risks and to the
     extent recommended in the Insurance Report.

23.23.4 If requested by the Agent, the Borrower shall, within ten Business Days
     of receipt of such request, supply to it proof of cover in respect of each
     insurance policy required to be taken out and maintained pursuant to this
     clause 23.23 and shall use its best endeavours to procure that any
     insurance broker then appointed by the Group undertakes to the Agent to
     notify the Agent should any renewal fee or other sum payable by any member
     of the Group in relation to any insurance policies arranged by that broker
     not be paid when due.

23.24 PENSIONS

23.24.1 The Borrower shall ensure that the pension schemes for the time being
     operated by the Group (if any) are funded in accordance with their rules
     and to the extent required by law or otherwise comply with the requirements
     of any law applicable in the jurisdiction in which the relevant pension
     scheme is maintained.

23.24.2 The Borrower shall deliver to the Agent on demand at such times as those
     reports are prepared in order to comply with the then current statutory or
     auditing requirements (as applicable either to the trustees of any relevant
     schemes or to the Borrower), actuarial reports in relation to all pension
     schemes mentioned in clause 23.24.1 above.

23.24.3 The Borrower shall promptly notify the Agent of any material change in
     the rate of contributions to any pension schemes mentioned in clause
     23.24.1 above paid or recommended to be paid (whether by the scheme actuary
     or otherwise) or required (by law or otherwise).

23.25 ACCESS

     The Borrower shall (and shall ensure that each member of the Group shall)
     (not more than once in every Financial Year unless the Agent reasonably
     suspects a Default has occurred and is continuing or may occur) permit the
     Agent and/or the Security Agent and/or accountants or other professional
     advisers and contractors of the Agent or Security Agent free access at all
     reasonable times and on reasonable notice at the risk and cost of the
     Obligor to (a) the premises, assets, books, accounts and records of each
     member of the Group and (b) meet and discuss matters with Key Personnel.

23.26 SERVICE CONTRACTS

23.26.1 The Borrower must ensure that there is in place in respect of each
     Obligor qualified management with appropriate skills.

23.26.2 Without prejudice to clause 24.13 (Change of management) if any of the
     Key Personnel ceases (whether by reason of death, retirement at normal
     retiring age or through ill health or otherwise) to perform his or her
     duties (as required under his or her Service Contract), the Borrower must
     promptly:

     (a)  notify the Agent;

     (b)  find and appoint an adequately qualified replacement for him or her as
          promptly as practicable; and

     (c)  ensure that such replacement enters into a Service Contract.

23.26.3 The Borrower shall ensure that no member of the Group amends, varies,
     waives, novates, supplements or replaces any term of a Service Contract in
     a way which is or is reasonably likely to be materially prejudicial to the
     interests of the Finance Parties.


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23.27 DIRECTOR'S FEES

     The Borrower shall not (and shall procure that no other member of the Group
     shall) remunerate its directors and/or officers in excess of the amounts
     disclosed to the Agent or, if such directors or officers are Key Personnel
     the amounts provided for in the Service Contracts (each in their respective
     forms as at the date of this Agreement) provided always, in each case, that
     such amounts shall not be in excess of amounts payable in the market by
     prudent companies engaged in business similar to that of the Borrower.

23.28 INTELLECTUAL PROPERTY

23.28.1 The Borrower shall procure that each Group member shall:

     (a)  preserve and maintain the subsistence and validity of the Intellectual
          Property necessary for the business of the relevant Group member (the
          "MATERIAL INTELLECTUAL PROPERTY");

     (b)  use reasonable endeavours to prevent any infringement in any material
          respect of the Material Intellectual Property;

     (c)  make registrations and pay all registration fees and taxes necessary
          to maintain the Material Intellectual Property in full force and
          effect and record its interest in that Material Intellectual Property;

     (d)  not use or permit the Material Intellectual Property to be used in a
          way or take any step or omit to take any step in respect of that
          Material Intellectual Property which may materially and adversely
          affect the existence or value of the Material Intellectual Property or
          imperil the right of any member of the Group to use such property; and

     (e)  not discontinue the use of the Material Intellectual Property.

23.29 AMENDMENTS

     The Borrower shall ensure that no member of the Group shall amend, vary,
     novate, supplement, supersede, waive or terminate any term of a Transaction
     Document or any other document delivered to the Agent pursuant to clauses
     4.1 (Initial conditions precedent) or clause 26 (Matters concerning the
     Obligors) or enter into any agreement with any shareholders of the Borrower
     or any of their Affiliates which is not a member of the Group except in
     writing:

23.29.1 in accordance with the provisions of clause 36 (Amendments and Waivers);
     or

23.29.2 in a way which could not be reasonably expected materially and adversely
     to affect the interests of the Lenders.

23.29.3 The Borrower shall promptly supply to the Agent a copy of any document
     relating to any of the matters referred to in clauses 23.29.1 and 23.29.2
     above.

23.29.4 The reference to waiving any term of a Transaction Document in this
     clause 23.29 includes (i) any waiver (in whole or in part) of any condition
     precedent (however described) under the Transaction Documents or (ii) any
     waiver (in whole or in part) of any breach (including any
     misrepresentation) of, or non-compliance with, any term of the Transaction
     Documents which would entitle such Obligor to terminate its obligations (in
     whole or in part) under such Transaction Document or (iii) any
     determination or acceptance that any such condition precedent is satisfied
     when it is not actually satisfied or (iv) declaring or accepting that any
     such Transaction Document is unconditional if any such condition precedent
     is not fulfilled or any such breach or non-compliance has occurred.

23.30 FINANCIAL ASSISTANCE

     The Borrower shall (and shall procure that each member of the Group shall)
     comply in all respects with Sections 151 to 158 of the Act and any
     equivalent legislation in other jurisdictions including in relation to the
     execution of the Transaction Security Documents and payment of amounts due
     under this Agreement.


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23.31 TREASURY TRANSACTIONS

23.31.1 The Borrower shall procure that no Obligor shall enter into any Treasury
     Transaction, other than:

     (a)  the hedging transactions contemplated by the Hedge Strategy Letter and
          documented by the Hedge Agreements;

     (b)  spot and forward delivery foreign exchange contracts entered into in
          the ordinary course of business and not for speculative purposes;

     (c)  Permitted FFAs; and

     (d)  any other Treasury Transaction entered into for the hedging of actual
          or projected real exposures arising in the ordinary course of trading
          activities of a member of the Group for a period of not more than six
          months and not for speculative purposes.

23.31.2 The Borrower shall ensure that all hedging arrangements contemplated by
     the Hedge Strategy Letter are implemented in accordance with the terms of
     the Hedge Strategy Letter and clause 5.6 (Hedge transactions) and that such
     arrangements are not terminated, varied or cancelled, save (in the case of
     arrangements documented by the Hedge Agreements) as permitted by this
     clause 23.31.

23.31.3 Each Hedge Counterparty agrees with the Lenders (but not with any member
     of the Group) that it will not terminate any Hedge Agreement except:

     (a)  as a result of the non-payment by the relevant member of the Group of
          any indebtedness under that Hedge Agreement which has fallen due for
          payment in the currency and manner stipulated in the relevant Hedge
          Agreement before the expiry of any applicable cure period (or, if no
          cure period is prescribed in the relevant Hedge Agreement, three
          Business Days);

     (b)  as a result of the repudiation of that Hedge Agreement by the relevant
          member of the Group;

     (c)  upon the issue by the Agent of a notice under clause 24.29
          (Acceleration);

     (d)  upon:

          (i)  it becoming unlawful for the relevant member of the Group or such
               Hedge Counterparty to perform its payment obligations in respect
               of that Hedge Agreement or such obligations become invalid or
               unenforceable against that member of the Group; or

          (ii) any termination provision of any Hedge Agreement to which that
               Hedge Counterparty is a party (including the calculation of or
               obligation to pay amounts upon such termination) becoming invalid
               or unenforceable against the relevant member of the Group;

     (e)  upon any exchange control, foreign currency or other Authorisation
          required by the relevant member of the Group in connection with the
          entry into, validity, enforceability or admissibility in evidence of
          any Hedge Agreement or the performance of its payment obligations
          under the same being modified in a manner unacceptable to such Hedge
          Counterparty or not being granted, being revoked or otherwise ceasing
          to be in full force and effect;

     (f)  upon the making of an order for the winding-up of, or the
          administration of, or the appointment of a receiver in respect of any
          part of the assets and/or undertaking of, or the dissolution of, the
          relevant member of the Group (or any analogous provision in any other
          jurisdiction); or

     (g)  with the prior written consent of the Agent.

23.31.4 Each Hedge Agreement (other than the HSH ISDA Agreement which is in a
     form approved by the Parties) shall be on the terms of the International
     Swaps & Derivatives Association, Inc. 2002 or 1992 Master Agreement
     (Multicurrency-Cross Border) under which:

     (a)  in the case of the 1992 Master, "Second Method" shall be specified as
          the applicable payment method and "Market Quotation" as the applicable
          payment measure;


                                       106



     (b)  no additional rights of set-off beyond those contained in this
          Agreement shall be specified; and

     (c)  the governing law is English law.

23.31.5 Each Hedge Counterparty and the Borrower agrees that any termination or
     other payment payable by a Hedge Counterparty to the Borrower or any
     Obligor in respect of any Hedge Agreement shall be payable in full without
     any set-off or counterclaim (irrespective of any amounts that may at such
     time be due from the relevant member of the Group to that Hedge
     Counterparty under this Agreement or any other Finance Document) to the
     Working Capital Account with the Security Agent.

23.31.6 Any termination or other payment received by the Borrower or any other
     member of the Group in respect of a Treasury Transaction (other than a
     Hedge Agreement with a Hedge Counterparty) shall be paid immediately on
     receipt to the relevant Obligor's Operating Account or, if the relevant
     Obligor does not have an Operating Account, the Working Capital Account.

23.32 SECURITY PROVIDERS

23.32.1 Subject to clause 23.32.3, the Borrower shall procure that:

     (a)  upon the acquisition or formation of a new Subsidiary of the Borrower
          (other than (i) a New Share Issue Subsidiary or (ii) a Purchase Option
          Subsidiary which has financed the acquisition of a Purchase Option
          Ship from funds provided by a Third Party Financier in accordance with
          clause 23.21 (Financial Indebtedness) (in which case clause 23.43
          (Purchase Option Subsidiaries) shall apply) or (iii) each Additional
          Collateral Owner (in which case the general provisions of this
          Agreement shall apply with respect to Security to be provided pursuant
          to this Agreement (including, without limitation, the provisions of
          clause 4.1 (Initial Conditions Precedent)) and the Transaction
          Security Documents); or

     (b)  upon the re-activation of a Dormant Subsidiary which is not providing
          security pursuant to the Transaction Security Documents; or

     (c)  upon any such Subsidiary which is not providing security pursuant to
          the Transaction Security Documents commencing, carrying on or
          materially extending its trading activity, or acquiring, or holding
          (legally or beneficially) a material asset; or

     (d)  upon any Purchase Option Subsidiary ceasing to be a Purchase Option
          Subsidiary provided that it is not already a Security Provider,

     such former Purchase Option Subsidiary, Subsidiary or Dormant Subsidiary,
     as the case may be, shall become an Additional Security Provider and (i)
     grant Security, in form and substance satisfactory to the Agent,
     incorporating provisions substantially the same as the Transaction Security
     Documents and (ii) provide the documents and evidence listed in Part III of
     Schedule 3 (Conditions Precedent) to the Agent, in form and substance
     satisfactory to the Agent.

23.32.2 The Borrower shall procure that any additional Security requested by the
     Agent shall be granted by the Borrower or any other member of the Group.

23.32.3 The Borrower need not perform its obligations under clauses 23.32.1 and
     23.32.2 in relation to a member of the Group, to the extent that execution
     and delivery of the required security by such member of the Group would in
     the opinion of the Agent (acting reasonably and having consulted with the
     Borrower):

     (a)  be unavoidably unlawful;

     (b)  result in a material restructuring of the Group;

     (c)  be prohibited by statute or be beyond the corporate power of the
          company or corporation concerned (and then only if such corporate
          power cannot be modified or extended to allow such execution and
          delivery); or


                                       107



     (d)  result in a benefit to the Finance Parties which is disproportionately
          minor in comparison with the cost thereby caused to the Group.

23.32.4 The Agent shall notify the Borrower and the Lenders promptly upon being
     satisfied that it has received (in form and substance satisfactory to it)
     all the documents and evidence listed in clause 23.32.1 in relation to an
     Additional Security Provider.

23.33 FURTHER ASSURANCE

23.33.1 The Borrower shall (and provided that the same are not prohibited by any
     obligations typically granted to a Third Party Financier, shall procure
     that each member of the Group shall) promptly do all such acts or execute
     all such documents (including assignments, transfers, mortgages, charges,
     notices and instructions) as the Security Agent or, as the case may be, the
     Secured Parties or, as the case may be the Agent may reasonably specify
     (and in such form as the Security Agent or, as the case may be, the Agent
     may reasonably require in favour of the Security Agent or, as the case may
     be, the Secured Parties or its/their nominee(s)):

     (a)  to perfect the Security created or intended to be created under or
          evidenced by the Transaction Security Documents (which may include the
          execution of a mortgage, pledge, charge, assignment or other Security
          over all or any of the assets which are, or are intended to be, the
          subject of the Transaction Security) or for the exercise of any
          rights, powers and remedies of the Security Agent or the Secured
          Parties provided by or pursuant to the Finance Documents or by law;

     (b)  to confer on the Security Agent or confer on the Finance Parties
          Security over any property and assets of that Obligor located in any
          jurisdiction equivalent or similar to the Security intended to be
          conferred by or pursuant to the Transaction Security Documents; and/or

     (c)  to facilitate the realisation of the assets which are, or are intended
          to be, the subject of the Transaction Security.

23.33.2 The Borrower shall and shall procure that each member of the Group shall
     take all such action as is available to it (including making all filings
     and registrations) as may be necessary for the purpose of the creation,
     perfection, protection or maintenance of any Security conferred or intended
     to be conferred on the Security Agent or any of the other Finance Parties
     by or pursuant to the Finance Documents.

23.33.3 The Borrower authorises the Security Agent to file any Uniform
     Commercial Code financing statements it believes are either necessary or
     desirable in connection with the Transaction Security Documents.

23.34 SYNDICATION

     The Borrower shall provide reasonable assistance to the Arranger in the
     preparation of the Information Memorandum and the primary syndication of
     the Facilities (including, without limitation, by making Key Personnel
     available for the purpose of making presentations to, or meeting, potential
     lending institutions) and shall comply with all reasonable requests for
     information from potential syndicate members prior to completion of
     syndication.

23.35 CHIEF EXECUTIVE OFFICER

     Without prejudice to clause 24.13 (Change of Management), the Borrower
     shall ensure that Mrs Angeliki Frangou remains at all times its Chief
     Executive Officer.

23.36 FUTURE CHARTERS AND CONTRACTS OF AFFREIGHTMENT

23.36.1 The Borrower shall not (and shall procure that no other member of the
     Group (other than a Purchase Option Subsidiary or New Share Issue
     Subsidiary) shall) without the prior written consent of the Agent (which
     the Agent shall have full liberty to withhold) and, if such consent is
     given, subject to such conditions as the Agent may impose (including, for
     the avoidance of doubt, those included in clause 23.36.3), take on charter
     or sub-charter or, as the case may be, charter to a third party, in each
     case a Ship:


                                       108



     (a)  on demise charter for any period;

     (b)  by any time or consecutive voyage charter for a term which exceeds or
          which by virtue of any optional extensions therein contained might
          exceed 11 months duration;

     (c)  on terms whereby more than two months' hire (or the equivalent) is
          payable in advance;

     (d)  below the market rate prevailing at the time when such Ship is fixed
          or other than on arm's length terms;

     (e)  on terms that provide for a purchase option in relation to such Ship;
          or

     (f)  in the case of a Chartered Ship, when the relevant contract is not
          entered into by a Charter Company.

23.36.2 The Borrower shall not (and shall procure that no Obligor shall) enter
     into a contract of affreightment which exceeds or which by virtue of any
     optional extensions therein contained might exceed 11 months duration,
     without the prior written consent of the Agent.

23.36.3 If the Agent consents to the entry into of a time charter or contract of
     affreightment in accordance with clauses 23.36.1(b) and 23.36.2
     respectively, the Borrower shall:

     (a)  procure that the relevant Obligor executes an assignment (in such form
          as the Agent may require, the Agent hereby acknowledging that where
          the Ship is subject to Security in favour of a third party which is
          permitted pursuant to this Agreement, such assignment shall be on a
          second ranking basis) of such charter or contract of affreightment and
          following receipt of a request from the Security Agent (which may be
          delivered at any time in the sole discretion of the Security Agent
          whether acting on the instructions of the Lenders or otherwise)
          promptly procure that a related notice of assignment is served on the
          relevant counterparty and the acknowledgement thereof is given by the
          relevant counterparty; and

     (b)  pay all legal and other costs incurred by the Agent, the Security
          Agent and any other Finance Party in connection with such charter
          assignment.

23.37 VALUATION OF OWNED SHIPS

23.37.1 Without prejudice to the rights of the Agent under clause 23.53(b)
     (Security Value Maintenance) to obtain valuations of the Collateral Ships
     at any time, the Borrower shall deliver to the Agent twice in each
     Financial Year, at the same time as delivering to the Agent:

     (a)  its audited annual consolidated financial statements for the
          immediately preceding Financial Year, pursuant to clause 21.1.1
          (Financial statements); and

     (b)  its unaudited consolidated financial statements for the second
          Financial Quarter of that Financial Year, pursuant to clause 21.1.1
          (Financial statements),

     a valuation (in dollars) dated no earlier than 30 days prior to the
     delivery of such financial statements of each of the Owned Ships. Such
     valuation shall be made by two Approved Brokers approved by the Agent (each
     such valuation to be made with or without physical inspection (as the
     Lenders may reasonably require), and on the basis of a sale for prompt
     delivery for cash at arm's length on normal commercial terms as between a
     willing buyer and a willing seller without taking into account the benefit
     of any charterparty or other engagement concerning the relevant Owned
     Ship). The mean of the two valuations shall constitute the value of the
     relevant Owned Ship. In the event that the valuations obtained in respect
     of any Owned Ship differ by more than 15 per cent. a third valuation shall
     be obtained from one of the remaining Approved Brokers approved by the
     Lenders and the mean of all three valuations shall constitute the value of
     the relevant Owned Ship in such a case.

23.37.2 The value of the Owned Ships determined in accordance with the
     provisions of this clause 23.37 shall be binding upon the Parties until
     such time as any further such valuations shall be obtained.


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23.37.3 The Borrower undertakes to the Finance Parties to supply to the Finance
     Parties and to any Approved Brokers such information concerning each Owned
     Ship and its condition as such Approved Brokers may reasonably require for
     the purpose of making any valuation.

23.37.4 All costs in connection with the Agent obtaining any valuation of each
     Owned Ship referred to in clause 23.37 shall be borne by the Borrower.

23.38 COMPLIANCE WITH ISM CODE

     The Borrower shall procure that any relevant member of the Group shall
     comply with and ensure that each Owned Ship complies with the requirements
     of the ISM Code, including (but not limited to) the maintenance and renewal
     of valid certificates pursuant thereto.

23.39 WITHDRAWAL OF DOC AND SMC

     The Borrower shall procure that any relevant member of the Group shall
     immediately inform the Agent if there is any threatened or actual
     withdrawal of such member's DOC or the SMC in respect of any of the Owned
     Ships.

23.40 ISSUANCE OF DOC AND SMC

     The Borrower shall procure that any relevant member of the Group shall
     promptly inform the Agent upon the issue to any such member of a DOC and to
     any of the Owned Ships of an SMC or the receipt by any such member of
     notification that its application for the same has been refused.

23.41 COMPLIANCE WITH ISPS CODE

     The Borrower shall procure that any relevant member of the Group shall
     comply with and ensure that each Owned Ship complies with the requirements
     of the ISPS Code including (but not limited to) the maintenance and renewal
     of the ISSC for each such Ship pursuant to the ISPS Code and shall
     immediately inform the Agent if there is any actual or threatened
     withdrawal of the ISSC for any such Ship.

23.42 RING FENCING

     The Borrower shall procure that:

23.42.1 no Security Provider shall enter into, or permit to subsist, any
     transaction or relationship with a non-Security Provider which is not at
     least as favourable in all respects to the relevant Security Provider as an
     arm's length transaction, nor shall such Security Provider pay any
     management charge or similar inter-company item to a non-Security Provider.

23.42.2 This clause 23.42 shall not prohibit the execution and performance by
     the Borrower or any other Obligor of any Finance Document or Transaction
     Document to which it is party.

23.43 PURCHASE OPTION SUBSIDIARIES

23.43.1 Subject to clause 23.43.5, the Borrower shall procure that no Purchase
     Option shall be exercised which is funded (directly or indirectly, wholly
     or partly) from a drawing from the Working Capital Account without the
     prior consent of the Agent.

23.43.2 The Borrower shall procure that no Financial Indebtedness shall be
     incurred by a Purchase Option Subsidiary (other than by the relevant
     Purchase Option Subsidiary incurring Financial Indebtedness under the
     Facilities in accordance with clause 23.43.1), unless:

     (a)  the Borrower and the relevant Purchase Option Subsidiary have (i)
          first given the Arranger the opportunity to make an offer to finance
          the purchase by such Purchase Option Subsidiary of the relevant
          Purchase Option Ship, (ii) the Arranger has made such an offer and
          (iii) the Borrower (acting reasonably) has declined the offer of the
          Arranger; and


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     (b)  the Financial Indebtedness incurred to acquire the relevant Purchase
          Option Ship is not more than an amount equal to 80 per cent. of the
          value of such Ship as determined in accordance with the procedure set
          out in clause 23.37.1 (Valuation of Owned Ships)).

23.43.3 The Borrower shall procure that a Purchase Option Subsidiary shall:

     (a)  deliver the valuations referred to in clause 23.43.2(b) to the Agent
          not less than 30 days prior to the exercise of the relevant Purchase
          Option;

     (b)  at the date of acquisition of the relevant Purchase Option Ship, grant
          a second-ranking guarantee and mortgage, in form and substance
          satisfactory to the Agent, over such Purchase Option Ship and such
          other assets of the Purchase Option Subsidiary as the Agent shall
          require, in each case, in favour of the Security Agent or, as the case
          may be, the Secured Parties;

     (c)  ensure that all its cashflow that is not (i) mandatorily required to
          be used in meeting payments of fees, interest and principal and other
          expenses in respect of the Permitted Financial Indebtedness incurred
          to acquire the relevant Purchase Option Ship or (ii) for the general
          maintenance of such Purchase Option Subsidiary as a going concern, are
          loaned or distributed to the Borrower by payment to the Working
          Capital Account (subject to subordination undertakings from such
          Purchase Option Subsidiary satisfactory to the Security Agent being
          given prior to such loan or distribution being made) as soon and as
          frequently as practicable;

     (d)  ensure that following the exercise of a Purchase Option by a Purchase
          Option Subsidiary, such Purchase Option Subsidiary shall not own more
          than one ship; and

     (e)  use reasonable endeavours to ensure that any Third Party Financier
          enters into a Third Party Intercreditor Agreement provided that a
          Third Party Intercreditor Agreement is agreed.

23.43.4 The Borrower shall procure that only a Purchase Option Subsidiary shall
     own a Purchase Option Ship.

23.43.5 Nothing in this clause 23.43 shall be construed in such a way as to
     prohibit (a) the Borrower from providing financing to the relevant Purchase
     Option Subsidiary under the relevant Purchase Option from funds credited to
     the Working Capital Account or (b) the relevant Purchase Option Subsidiary
     from incurring Permitted Financial Indebtedness in connection with the
     purchase of the relevant Purchase Option Ship from any Third Party
     Financier.

23.43.6 The Security Agent or, as the case my be the Secured Parties, undertakes
     each time clause 23.43.2 or clause 23.43.7 (Purchase Option Subsidiaries)
     applies and Permitted Financial Indebtedness is incurred in relation
     thereto to enter into a Third Party Intercreditor Agreement on behalf of
     the Lenders provided that a Third Party Intercreditor Agreement is agreed.

23.43.7 A Purchase Option Subsidiary which has incurred Permitted Financial
     Indebtedness in relation to the purchase of a Purchase Option Ship may,
     with the consent of the Agent, refinance such Permitted Financial
     Indebtedness provided that:

     (a)  the Borrower and the relevant Purchase Option Subsidiary have (i)
          first given the Arranger the opportunity to make an offer of
          refinancing of such Permitted Financial Indebtedness, (ii) the
          Arranger has made such an offer or declined to do so, and (iii) the
          Borrower (acting reasonably) has declined the offer of the Arranger;

     (b)  the second-ranking security granted pursuant to clause 23.43.3(b) is
          not affected by such refinance or is replaced by equivalent Security
          to the satisfaction of the Agent; and

     (c)  to the extent that any refinancing of third party Permitted Financial
          Indebtedness by a Purchase Option Subsidiary results in such Purchase
          Option Subsidiary being in possession of additional earnings or funds,
          the Borrower shall procure that such Purchase Option Subsidiary shall
          ensure that such additional earnings or funds are applied in
          accordance with clause 23.43.3(c).


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23.44 NEW SHARE ISSUE SUBSIDIARIES

23.44.1 The Borrower shall procure that no New Share Issue Subsidiary shall
     incur Financial Indebtedness, unless:

     (a)  such Financial Indebtedness is required to be incurred for a New Share
          Issue Subsidiary to acquire a Permitted NSIS Asset; and

     (b)  the Financial Indebtedness required to be incurred for a New Share
          Issue Subsidiary to acquire the relevant Permitted NSIS Asset is not
          more than an amount equal to 80 per cent. of the value (as determined
          by the Agent) of such Permitted NSIS Asset.

23.44.2 A New Share Issue Subsidiary which has incurred Permitted Financial
     Indebtedness in relation to the purchase of a Permitted NSIS Asset may
     freely refinance such Permitted Financial Indebtedness provided that the
     Financial Indebtedness which results from such refinancing complies with
     clause 23.44.1(b).

23.44.3 The Borrower undertakes to notify the Agent within 30 Business Days of
     incorporating a New Share Issue Subsidiary of the fact that it has
     incorporated such New Share Issue Subsidiary and details of any proposed
     acquisitions such New Share Issue Subsidiary intends to make. The Borrower
     also undertakes to notify the Agent of any proposed acquisition of any
     Permitted NSIS Asset.

23.44.4 The Borrower shall procure that no New Share Issue Subsidiary shall
     conduct any business or activity which has or is likely to have a
     detrimental effect on the financial performance of any Obligor, including
     any business or activity which replicates or replaces all or part of any
     business or activity which is or had previously been undertaken or
     conducted by an Obligor.

23.45 USE OF PROCEEDS

     The Borrower shall use the proceeds of Loans under the Facilities
     exclusively for the respective purposes specified in clause 3 (Purpose);

23.46 LANDLORD AND OTHER CONSENTS

     The Borrower shall (and shall procure that each Security Provider shall) at
     all times obtain and maintain all consents and other authorisations
     (whether of a landlord or otherwise) necessary for the creation and
     perfection of the Security contemplated by the Transaction Security
     Documents.

23.47 EMPLOYMENT OF CHARTERED SHIPS

     The Borrower shall not (and shall procure that no member of the Group
     shall) employ any Chartered Ships or permit any Chartered Ship's employment
     in any manner, trade or business which is forbidden by law or which is
     otherwise unlawful or illicit under the law of any relevant jurisdiction,
     or in carrying illicit or prohibited goods and not to employ any Chartered
     Ship or permit its employment in carrying any contraband goods.

23.48 SHARING OF EARNINGS OF CHARTERED SHIPS

     The Borrower shall not (and shall procure that no other member of the Group
     shall) without the prior written consent of the Agent (and then only
     subject to such conditions as the Agent may impose) enter into any
     agreement or arrangement whereby the earnings with respect to a Chartered
     Ship may be shared with any other person.

23.49 CHARTERS

     The Borrower shall not (and shall procure that no other member of the Group
     shall) commit a breach of any Charter or conduct itself in such a way as to
     cause or potentially cause, whether through action or inaction, a breach of
     a Charter which would entitle the other party to the Charter to terminate
     or otherwise determine the Charter.


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23.50 REPORTS

     The Borrower undertakes that:

23.50.1 in the event that the Agent notifies the Borrower that the Agent is
     unable to make a claim and take legal proceedings against the provider of a
     Report but the Borrower is able to make a claim and take legal proceedings
     against the relevant Report provider, the Borrower shall take such action
     and make any such claim against the provider of the Report as the Agent may
     direct; and

23.50.2 subject to clause 23.50.1, it shall pursue any available claim and take
     legal proceedings against a provider of a Report unless the costs
     associated with making such claim and taking such legal proceedings
     outweigh the benefit of such claim (if successful), in each case as
     determined by the Agent.

23.51 ACQUISITION AGREEMENT

     The Borrower shall pursue any available claim and take legal proceedings
     against any party to the Acquisition Agreement unless the costs associated
     with making such claim and taking such legal proceedings outweigh the
     benefit of such claim (if successful), in each case as determined by the
     Agent.

23.52 CONDITIONS SUBSEQUENT

23.52.1 The Borrower shall procure that:

     (a)  the deletion of each Existing Collateral Ship listed in Schedule 2
          (The Ships) from the flag of the Hellenic Republic and the relevant
          Registry and registration of each such Existing Collateral Ship under
          another Flag State through the relevant Registry shall take place
          within 60 days of the first Utilisation Date; and

     (b)  on the date of such registration of an Existing Collateral Ship listed
          in Schedule 2 (The Ships) under another Flag State through the
          relevant Registry, the Borrower shall provide the Agent with the
          documents and evidence specified in Part I of Schedule 3 (Conditions
          Precedent) in respect of that Existing Collateral Ship in form and
          substance satisfactory to the Agent.

23.52.2 The Borrower shall:

     (a)  not later than 31 March 2006, provide to the Agent its professional
          risk management procedures as required under section 404 of the
          Sarbanes-Oxley Act; and

     (b)  provide confirmation to the Agent that all members of the Group are in
          compliance with such procedures on the due date for compliance under
          section 404 of the Sarbanes-Oxley Act.

23.52.3 The Borrower shall, within one month of the first Utilisation Date,
     supply to the Agent evidence (in form and substance satisfactory to the
     Agent) that any unsatisfactory (as determined by the Agent) insurance
     policies effected in relation to the Terminal have been terminated and that
     appropriate insurance policies to replace such terminated policies have
     been placed in such terms, amounts and with such underwriters as the Agent
     may require and so that the Borrower is in compliance with its obligation
     to procure that the Group has adequate insurance cover under the relevant
     Transaction Documents. Upon the putting into place of such insurances, the
     relevant Group member shall forthwith grant Security to the Security Agent
     in respect of such policy or policies.

23.52.4 The Borrower shall, as soon as possible, but in any event within 120
     days of the ISE-Navios Merger, advise the Agent of (a) the number of
     shareholders in ISE who have filed a petition in the Delaware Court of
     Chancery demanding that the Chancery Court determine the fair value of
     their shares and (b) the number of shares in ISE held by such shareholders.

23.52.5 In the event that, following the filing of any petition in the Delaware
     Court of Chancery referred to in clause 23.52.4, the finding of the
     Chancery Court requires the Borrower to make a payment to its shareholders
     of a sum in excess of US$5,000,000, the Borrower shall, as soon as
     possible, but in any event within 30 days of the date such payment is
     required to be made raise funds in an amount not less than the amount
     specified by the Chancery Court by way of:


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     (a)  a Permitted Share Issue of the Borrower; and/or

     (b)  the borrowing of a subordinated loan from a person who is not a member
          of the Group provided such subordinated loan has a maturity date of
          not less than six years from the date it is made and is subordinated
          on terms satisfactory to the Agent.

23.52.6 The Borrower shall, within 60 days of the first Utilisation Date and in
     consultation with the Agent, remedy (to the extent specified by the Agent)
     those Charters identified in the Charters and COAs Report which the Agent
     notifies the Borrower as being unsatisfactory.

23.52.7 The Borrower shall, within 10 days of the Utilisation Date of the
     Facility relating to an Additional Collateral Ship, deliver to the Agent a
     copy of a certificate of financial responsibility for the relevant
     Additional Collateral Ship complying with the requirements of the United
     States Oil Pollution Act 1990 together with evidence of approval thereof by
     the relevant regulatory authority.

23.52.8 The Borrower shall, within 30 days of the first Utilisation Date, ensure
     that (a) the Operating Accounts are closed and (b) new accounts (the "NEW
     ACCOUNTS") have been opened in the name of the relevant members of the
     Group with the Agent in Hamburg in substitution of the Operating Accounts,
     (c) any balances then standing to the credit of an Operating Account shall
     be transferred forthwith to the corresponding New Account of the relevant
     member of the Group, (d) the New Accounts have become subject to Security
     in favour of the Security Agent or the other Secured Parties in the same
     manner as the Operating Accounts are subject to Security pursuant to the
     relevant Account Pledges, (e) the Finance Documents are amended in such
     manner as the Agent may require in its absolute discretion in connection
     with the matters referred to in this clause 23.52.8 and (f) forthwith
     following a demand made by the Agent, it shall reimburse the Agent or any
     other Finance Party in connection with any costs and expenses (including
     legal fees and expenses) incurred by it, in connection with the matters
     referred to in this clause 23.52.8.

23.53 SECURITY VALUE MAINTENANCE

     (a)  If at any time the Security Value shall be less than the Security
          Requirement, the Agent may give notice to the Borrower requiring that
          such deficiency be remedied and then the Borrower shall either:

          (i)  prepay within a period of fourteen (14) days of the date of
               receipt by the Borrower of the Agent's said notice, such part of
               the total amount of the Facility A Loan, the Facility C Loans and
               the Facility D Loans outstanding at such time, as will result in
               the Security Requirement after such prepayment (taking into
               account any other repayment of the Loans made between the date of
               the notice and the date of such prepayment) being equal to or
               higher than the Security Value; or

          (ii) within fourteen (14) days of the date of receipt by the Borrower
               of the Agent's said notice, constitute to the satisfaction of the
               Agent (acting on the instructions of the Majority Lenders) such
               further security (in the form of Security) for the Loans (and any
               amounts outstanding under any Hedge Agreements) as shall be
               acceptable to Agent (acting on the instructions of the Majority
               Lenders) having a value for security purposes (as determined by
               the Majority Lenders in their absolute discretion) at the date
               upon which such further security shall be constituted which, when
               added to the Security Value, shall not be less than the Security
               Requirement as at such date.

     (b)  Each of the Collateral Ships shall, for the purposes of this clause
          23.53, be valued as and when the Agent shall require and, as to the
          manner of valuation, in accordance with the provisions of clause
          23.37(Valuation of Owned Ships). The value of any of the Collateral
          Ships determined in accordance with the provisions of clause
          23.37(Valuation of Owned Ships) shall be binding upon the Parties
          until such time as any further such valuation shall be obtained for
          such Collateral Ship pursuant to this clause 23.53(b) or clause
          23.37(Valuation of Owned Ships).

     (c)  All costs in connection with the Agent obtaining any valuation of any
          of the Collateral Ships referred to in this clause 23.53 and in
          Schedule 3, and any valuation either of any additional security for
          the purposes of ascertaining the Security Value at any time or
          necessitated by the Borrower electing to constitute additional
          security pursuant to clause 23.53(a)(ii), shall be borne by the
          Borrower.


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     (d)  For the purposes of this clause 23.53, the value of any additional
          security provided or to be provided to the Agent shall be determined
          by the Majority Lenders in their discretion.

     (e)  In connection with any additional security provided in accordance with
          this clause 23.53, the Agent shall be entitled to receive such
          evidence and documents as may in the Agent's reasonable opinion be
          appropriate (which shall include evidence and documents of the kind
          referred to in Schedule 3) and such legal opinions (being in form and
          substance satisfactory to the Agent) as the Agent shall in its
          absolute discretion require.

     (f)  Any prepayment made under clause 23.53(a)(i) shall be applied in
          reducing the Repayment Instalments in respect of Facility A, Facility
          C1, Facility C2, Facility C3, Facility C4, Facility C5, Facility C6,
          Facility D1, Facility D2, Facility D3 and Facility D4 in inverse
          chronological order (and pro rata as between such Facilities).

24   EVENTS OF DEFAULT

     Each of the events or circumstances set out in clause 24.1 up to but not
     including clause 24.29 (Acceleration) is an Event of Default (whether or
     not caused by any reason whatsoever outside the control of the Borrower or
     any other member of the Group (or any other person)).

24.1 NON-PAYMENT

     An Obligor does not pay on the due date any amount payable pursuant to a
     Finance Document at the place at and in the currency in which it is
     expressed to be payable unless:

24.1.1 its failure to pay is caused by administrative or technical error in the
     transmission of funds; and

24.1.2 payment is made within two Business Days of its due date.

24.2 FINANCIAL COVENANTS AND OTHER OBLIGATIONS

     Any requirement of clause 22 (Financial Covenants) is not satisfied or the
     Borrower does not comply with the provisions of clause 21.1 (Financial
     statements), 21.2 (Provision and contents of Compliance Certificate), 21.3
     (Requirements as to financial statements), 21.4 (Budget), 21.8
     (Notification of default and certain events relating to Chartered Ships),
     23.6 (Merger), 23.7 (Change of business), 23.8 (Acquisitions), 23.9 (Joint
     ventures), 23.10 (Holding Companies), 23.15 (Negative pledge), 23.16
     (Disposals), 23.17 (Arm's length basis), 23.18 (Loans or credit), 23.19 (No
     guarantees or indemnities), 23.20 (Dividends and share redemption), 23.21
     (Financial Indebtedness), 23.22 (Share capital), 23.50 (Conditions
     subsequent), 23.42 (Ring fencing), 23.43 (Purchase Option Subsidiaries) or
     23.44 (New Share Issue Subsidiaries).

24.3 OTHER OBLIGATIONS

24.3.1 An Obligor does not comply with any provision of the Finance Documents
     (other than those referred to in clause 24.1 (Non-payment) and clause 24.2
     (Financial covenants and other obligations)).

24.3.2 No Event of Default under clause 24.3.1 will occur if the failure to
     comply is capable of remedy and is remedied within ten Business Days of the
     Agent giving notice to the Borrower or relevant Obligor or the Borrower or
     an Obligor becoming aware of the failure to comply.

24.4 MISREPRESENTATION

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


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24.5 CROSS DEFAULT

24.5.1 Any Financial Indebtedness of any member of the Group is not paid when
     due nor within any originally applicable grace period.

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

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

24.5.4 The counterparty to a Treasury Transaction entered into by a member of
     the Group becomes entitled to terminate that Treasury Transaction early as
     a result of an event of default (however described).

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

24.5.6 No Event of Default will occur under this clause 24.5 if (i) the
     aggregate amount of Financial Indebtedness or commitment for Financial
     Indebtedness falling within clauses 24.5.1 to 24.5.5 is less than
     US$2,000,000 (or its equivalent in any other currency or currencies) or
     (ii) the Agent is, in its sole discretion, satisfied that the relevant
     event referred to in this clause 24.5 will not affect or prejudice in any
     way the Borrower's or any other Obligor's ability to duly perform its
     obligations under the Transaction Documents.

24.6 INSOLVENCY

24.6.1 A member of the Group is unable or admits inability to pay its debts as
     they fall due or is deemed to or declared to be unable to pay its debts
     under applicable law, suspends or threatens to suspend making payments on
     any of its debts or, by reason of actual or anticipated financial
     difficulties, commences negotiations with one or more of its creditors with
     a view to rescheduling any of its indebtedness.

24.6.2 The value of the consolidated assets of the Group is less than its
     consolidated liabilities (taking into account contingent and prospective
     liabilities but not including liabilities under the Intra-Group Loan
     Agreement).

24.6.3 A moratorium is declared in respect of any indebtedness of any member of
     the Group. If a moratorium occurs, the ending of the moratorium will not
     remedy any Event of Default caused by that moratorium.

24.7 INSOLVENCY PROCEEDINGS

24.7.1 Any corporate action, legal proceedings or other procedure or step is
     taken in relation to:

     (a)  the suspension of payments, a moratorium of any indebtedness,
          winding-up, dissolution, administration or reorganisation (by way of
          voluntary arrangement, scheme of arrangement or otherwise) of any
          member of the Group other than a solvent liquidation or reorganisation
          of any member of the Group which is not an Obligor;

     (b)  a composition, compromise, assignment or arrangement with any creditor
          of any member of the Group;

     (c)  the appointment of a liquidator (other than in respect of a solvent
          liquidation of a member of the Group which is not an Obligor),
          receiver, administrative receiver, administrator, compulsory manager
          or other similar officer in respect of any member of the Group or any
          of its assets (including the directors of any Group member requesting
          a person to appoint any such officer in relation to it or any of its
          assets); or


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     (d)  enforcement of any Security over any assets of any member of the
          Group,

     or any analogous procedure or step is taken in any jurisdiction.

24.7.2 Clause 24.7.1 shall not apply to:

     (a)  any winding-up petition which the Borrower can demonstrate, by
          providing opinion of leading Counsel to that effect, to the reasonable
          satisfaction of the Agent, is frivolous or vexatious and such
          winding-up petition is discharged, stayed or dismissed within ten days
          of commencement or, if earlier, the date on which it is advertised; or

     (b)  any step or procedure contemplated by paragraph (b) of the definition
          of Permitted Transaction.

24.8 CREDITORS' PROCESS

24.8.1 Any expropriation, attachment, sequestration, forfeiture, distress or
     execution or any analogous process in any jurisdiction affects any asset or
     assets of a member of the Group having an aggregate value of US$2,000,000
     and is not discharged within ten days.

24.8.2 Any judgment or order for an amount in excess of US$2,000,000 is made
     against any member of the Group and is not stayed or complied with within
     ten days.

24.9 UNLAWFULNESS AND INVALIDITY

24.9.1 It is or becomes unlawful for an Obligor to perform any of its
     obligations under the Finance Documents or any Transaction Security created
     or expressed to be created or evidenced by the Transaction Security
     Documents ceases to be effective or any subordination created under any
     Finance Document is or becomes unlawful.

24.9.2 Any obligation or obligations of any Obligor under any Finance Documents
     are not (subject to the Legal Reservations) or cease to be legal, valid,
     binding or enforceable and the cessation individually or cumulatively
     materially and adversely affects the interests of the Lenders under the
     Finance Documents.

24.9.3 Any Finance Document ceases to be in full force and effect or any
     Transaction Security or any subordination created under the Finance
     Documents ceases to be legal, valid, binding, enforceable or effective or
     is alleged by a party to it (other than a Finance Party) to be ineffective.

24.10 CESSATION OF BUSINESS

     Any member of the Group suspends or ceases to carry on (or threatens to
     suspend or cease to carry on) all or a material part of its business except
     as a result of a disposal which is a Permitted Disposal or a Permitted
     Transaction.

24.11 CHANGE OF OWNERSHIP

     An Obligor (other than the Borrower) ceases to be a wholly-owned Subsidiary
     of the Borrower except as a result of a disposal which is a Permitted
     Disposal or a Permitted Transaction.

24.12 AMENDING CONSTITUTIONAL DOCUMENTS

24.12.1 The Borrower or a Security Provider amends, varies, supplements,
     supersedes, waives or terminates its Constitutional Documents without the
     prior written consent of the Agent (which consent shall not be unreasonably
     withheld).

24.12.2 Any other member of the Group amends, varies, supplements, supersedes,
     waives or terminates its Constitutional Documents without the prior written
     consent of the Agent where the Agent reasonably believes such action has or
     is reasonably likely to have a Material Adverse Effect.


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24.13 CHANGE OF MANAGEMENT

24.13.1 Mrs Angeliki Frangou ceases (for whatever reason) to be actively
     involved in the business, trade and offices of the Group or ceases (for
     whatever reason) to be the Chief Executive Officer of the Borrower.

24.13.2 Any two members of the Key Personnel cease (for whatever reason) to be
     both an officer and an employee of the Group or to devote substantially all
     of their time to the management of the Group and no adequate replacement is
     found and announced within a period of 60 days.

24.14 AUDIT QUALIFICATION - DIVIDENDS

24.14.1 The Auditors of the Group qualify the audited annual consolidated
     financial statements of the Borrower.

24.14.2 The Borrower advises the Agent pursuant to clause 8.1.8(a)(Total
     Loss/Sale) of the amount of dividend it intends to declare in respect of a
     Financial Quarter and the aggregate amount of dividend actually declared or
     distributed pursuant to such Financial Quarter is less than such amount.

24.14.3 The Borrower advises the Agent pursuant to clause 8.1.8(b)(Total
     Loss/Sale) of a Relevant Amount in respect of a Financial Quarter and the
     aggregate amount of dividend actually declared or distributed by the
     Borrower in respect of such Financial Quarter is less than such Relevant
     Amount.

24.15 EXPROPRIATION

     The authority or ability of any member of the Group to conduct its business
     is limited or wholly or substantially curtailed by any seizure,
     expropriation, nationalisation, intervention, restriction or other action
     by or on behalf of any governmental, regulatory or other authority or other
     person in relation to any member of the Group or any of its assets.

24.16 REPUDIATION AND RESCISSION OF AGREEMENTS

24.16.1 An Obligor (or any other relevant party) rescinds or purports to rescind
     or repudiates or purports to repudiate a Finance Document or any of the
     Transaction Security or evidences an intention to rescind or repudiate a
     Finance Document or any Transaction Security.

24.16.2 Any party to the Acquisition Documents rescinds or purports to rescind
     or repudiates or purports to repudiate any of those agreements or
     instruments in whole or in part where to do so has or is, in the reasonable
     opinion of the Agent, likely to have a material adverse effect on the
     interests of the Lenders under the Finance Documents.

24.17 LITIGATION

     Any litigation, alternative dispute resolution, arbitration,
     administrative, governmental, regulatory or other investigations,
     proceedings or disputes are commenced or threatened in relation to the
     Transaction Documents or the transactions contemplated in the Transaction
     Documents or against any member of the Group or its assets which has or is
     reasonably likely to have a Material Adverse Effect.

24.18 ENVIRONMENTAL MATTERS

24.18.1 Any member of the Group fails to comply with any Environmental Law or
     any Environmental Permit or an Environmental Claim is made against any
     member of the Group and as a result a Material Adverse Effect occurs or is
     reasonably likely to occur in the opinion of the Lenders.

24.18.2 As a result of any Environmental Law any of the claims and rights of any
     Finance Party in respect of any Finance Document becomes subordinated to an
     extent considered material by the Agent to an Environmental Claim.

24.18.3 Any Finance Party becomes subject to any actual or potential liability
     or obligation in relation to any property owned, occupied or used by any
     member of the Group.


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24.19 CHANGE OF CONTROL

     Mrs Angeliki Frangou ceases to hold a minimum of 20 per cent. of the issued
     share capital of the Borrower.

24.20 MATERIAL ADVERSE CHANGE

     Any event or circumstance occurs which the Agent reasonably believes has or
     is reasonably likely to have a Material Adverse Effect.

24.21 ARREST

     Any Ship is arrested, confiscated, seized, taken in execution, impounded,
     forfeited, detained in exercise or purported exercise of any possessory
     lien or other claim or otherwise taken from the possession of the owner of
     such Ship and the owner of such Ship shall fail to procure the release of
     such Ship within a period of ten Business Days thereafter.

24.22 ADDITIONAL COLLATERAL SHIPS AND REGISTRATION

24.22.1 (a) An Additional Collateral Ship is not delivered to the relevant
     Additional Collateral Owner pursuant to the relevant Purchase Option MOA
     and/or MOA or otherwise and/or (b) the Facility relevant to such Additional
     Collateral Ship has not been utilised and/or (c) the conditions precedent
     regarding such Facility and such Additional Collateral Ship required under
     clause 4.1.2 (Initial Conditions Precedent) have not been satisfied by the
     Borrower, in any such case (a), (b) or (c), by the Long-Stop Date.

24.22.2 The registration of any Collateral Ship under the laws and flag of the
     relevant Flag State is cancelled or terminated without the prior written
     consent of the Lenders or if such registration of such Collateral Ship is
     not renewed at least 45 days prior to the expiry of such registration.

24.23 UNREST

     The Flag State of any Collateral Ship becomes involved in hostilities or
     civil war or there is a seizure of power in such Flag State by
     unconstitutional means and such event could, in the opinion of the Agent
     reasonably be expected to have a Material Adverse Effect on the Security
     constituted by any of the Transaction Security Documents and the Borrower
     fails to (a) procure the registration of the relevant Collateral Ship by
     the relevant Collateral Owner under the flag of another state which is
     acceptable to the Agent in its sole discretion, (b) procure the execution
     in favour of the Security Agent or, as the case may be, the Finance Parties
     and, where necessary, the registration, of a new mortgage over the relevant
     Collateral Ship, a new general assignment in respect of the Earnings, the
     Ship Insurances and the Requisition Compensation of such Collateral Ship
     and a manager's undertaking from the Manager of the relevant Collateral
     Ship, in each case in such form as the Agent shall in its absolute
     discretion require and always of the same priority as the previous such
     Security and (c) provide the Agent or its duly authorised representative
     with such documents and evidence as the Agent may in its sole discretion
     require, in each case within ten Business Days following the written
     request of the Agent to the Borrower to do so.

24.24 P&I AND THIRD PARTY LIABILITY INSURANCES

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

24.25 MANAGER

     Any Collateral Ship ceases to be technically managed and commercially
     managed by the Manager in accordance with the relevant Management
     Agreement.


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24.26 LEASE

     Any cause for cancellation (as described in the Lease) occurs under the
     Lease and/or the Lease is repudiated, suspended, cancelled or terminated
     for any reason other than by effluxion of time.

24.27 RIGHT OF WAY

     Any person interferes with or prevents the exercise of any material right
     of way in relation to the Terminal and the same is not cured within 30 days
     and, in the opinion of the Agent, such event is reasonably likely to have a
     Material Adverse Effect.

24.28 BREACH OF MINISTERIAL DECISION

     If the Flag State in relation to a Collateral Ship is the Hellenic
     Republic, the relevant Collateral Owner commits any breach of or cancels
     the Ministerial Decision for such Ship (as defined in the Mortgage relevant
     to such Ship) or varies the Ministerial Decision for such Ship without the
     previous written consent of the Agent (which consent the Agent shall not
     unreasonably withhold).

24.29 ACCELERATION

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

24.29.1 cancel the Total Commitments at which time they shall immediately be
     cancelled;

24.29.2 declare that all or part of the Loans, together with accrued interest,
     and all other amounts accrued or outstanding under the Finance Documents be
     immediately due and payable, at which time they shall become immediately
     due and payable;

24.29.3 declare that all or part of the Loans be payable on demand, at which
     time they shall immediately become payable on demand by the Agent;

24.29.4 exercise or direct the Security Agent or, as the case may be, the
     Secured Parties, to exercise any or all of its rights, remedies, powers or
     discretions under the Finance Documents; and/or

24.29.5 declare that any Hedge Agreement between any member of the Group and a
     Hedge Counterparty shall forthwith be terminated and such member of the
     Group and such Hedge Counterparty shall from such time treat such relevant
     Hedge Agreement as terminated by reason of cross-default.


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                        SECTION 9: CHANGES TO THE PARTIES

25   CHANGES TO THE LENDERS

25.1 ASSIGNMENTS AND TRANSFERS BY THE LENDERS

     Subject to this clause 25, a Lender (the "EXISTING LENDER") may:

25.1.1 assign any of its rights; or

25.1.2 subject to clause 25.2.5, transfer by novation any of its rights and
     obligations,

     under any Finance Document to another bank or financial institution or to a
     trust, fund or other entity which is regularly engaged in or established
     for the purpose of making, purchasing or investing in loans, securities or
     other financial assets (the "NEW LENDER").

25.2 CONDITIONS OF ASSIGNMENT OR TRANSFER

25.2.1 An Existing Lender must consult with the Borrower for no more than ten
     days before it may make an assignment or transfer in accordance with clause
     25.1 (Assignments and transfers by the Lenders) unless the assignment or
     transfer is:

     (a)  part of primary syndication;

     (b)  to another Lender or an Affiliate of a Lender;

     (c)  to a fund or other investment vehicle within the same investor group
          as the fund or other investment vehicle which is the Existing Lender;
          or

     (d)  made at a time when an Event of Default has occurred and is
          continuing.

25.2.2 An assignment will only be effective on:

     (a)  receipt by the Agent of written confirmation from the New Lender (in
          form and substance satisfactory to the Agent) that the New Lender will
          assume the same obligations to the other Finance Parties and the other
          Secured Parties as it would have been under if it was an Original
          Lender; and

     (b)  the performance by the Agent of all "know your customer" or other
          checks relating to any person that it is required to carry out in
          relation to such assignment to a New Lender, the completion of which
          the Agent shall promptly notify to the Existing Lender and the New
          Lender.

25.2.3 A transfer will only be effective if the Agent has confirmed that a
     transfer is appropriate pursuant to clause 25.2.5 and the procedure set out
     in clause 25.5 (Procedure for transfer) is complied with and:

     (a)  transfers of each of the Facilities may be made separately;

     (b)  where an Existing Lender transfers part of its rights and obligations
          in respect of a Facility pursuant to clause 25.5 (Procedure for
          transfer), that Existing Lender must transfer equal fractions of its
          Commitment and participation in the Loans (if any) under the relevant
          Facility;

     (c)  if at the time when a transfer takes effect more than one Loan is
          outstanding under a Facility, the transfer of an Existing Lender's
          participation in the Loans (if any) under the relevant Facility shall
          take effect in respect of the same fraction of each such Loan; and

     (d)  no transfer shall be effected if as a result of such transfer
          (together with any other transfers to take place at or about the same)
          as at the date such transfer(s) take effect:


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          (i)  the Total Commitments of an Existing Lender would be less than
               US$20,000,000, or such other amount as the Agent may determine,
               unless resulting from a transfer of all of an Existing Lender's
               Commitments;

          (ii) a New Lender would have Total Commitments of less than
               US$10,000,000, or such other amount as the Agent may determine,
               unless resulting from a transfer of all of an Existing Lender's
               Commitments; or

          (iii) the aggregate amount of Commitments transferred by an Existing
               Lender would be less than US$15,000,000, or such other amount as
               the Agent may determine, unless the transfer is of all an
               Existing Lender's Commitments.

25.2.4 If:

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

     (b)  as a result of circumstances existing at the date the assignment,
          transfer or change occurs, an Obligor would be obliged to make a
          payment to the New Lender or Lender acting through its new Facility
          Office under clause 14 (Tax Gross Up and Indemnities) or clause 15
          (Increased Costs),

     then the New Lender or Lender acting through its new Facility Office is
     only entitled to receive payment under those clauses to the same extent as
     the Existing Lender or Lender acting through its previous Facility Office
     would have been if the assignment, transfer or change had not occurred
     unless the assignment, transfer or change is made by the Lender with the
     Borrower's agreement to mitigate any circumstances giving rise to the Tax
     Payment or increased cost, or a right to be prepaid and/or cancelled by
     reason of illegality.

25.2.5 An Existing Lender shall not transfer any of its rights and obligations
     under this Agreement pursuant to this clause 25.2 (Conditions of assignment
     or transfer) unless the Agent has confirmed that such proposed transfer is
     appropriate. The Agent shall (a) act reasonably in making such
     determination, but shall have, among other things, regard to the
     preservation of rights of the Finance Parties under the Finance Documents
     and (b) respond as soon as is reasonably practicable (although the Agent
     shall not be required to respond while it is seeking legal advice as to
     whether a transfer is appropriate). In the event the Agent specifies that a
     transfer is not appropriate the relevant Existing Lender shall be entitled
     to assign its rights in accordance with clause 25.2.2.

25.2.6 If any Lender assigns any of its rights under this Agreement in
     accordance with this clause 25.2 (Conditions of assignment or transfer),
     the Borrower undertakes to procure that immediately on being requested to
     do so by the Agent, that each relevant member of the Group shall enter into
     such documents or instruments as shall be necessary or desirable to
     transfer to a New Lender all or the relevant part of the Existing Lender's
     interest in the Transaction Security Documents.

25.3 ASSIGNMENT OR TRANSFER FEE

     Unless the Agent otherwise agrees and excluding an assignment or transfer
     to an Affiliate of a Lender or made in connection with primary syndication
     of the Facilities, the New Lender shall, on the date upon which an
     assignment or transfer takes effect, pay to the Agent (for its own account)
     a fee of US$5,000.

25.4 LIMITATION OF RESPONSIBILITY OF EXISTING LENDERS

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

     (a)  the legality, validity, effectiveness, adequacy or enforceability of
          the Transaction Documents, the Transaction Security or any other
          documents;

     (b)  the financial condition of any Obligor;


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     (c)  the performance and observance by any Obligor or any other member of
          the Group of its obligations under the Transaction Documents or any
          other documents; or

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

     and any representations or warranties implied by law are excluded.

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

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

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

25.4.3 Nothing in any Finance Document obliges an Existing Lender to:

     (a)  accept a re-transfer from a New Lender of any of the rights and
          obligations assigned or transferred under this clause 25; or

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

25.5 PROCEDURE FOR TRANSFER

25.5.1 Subject to the conditions set out in clause 25.2 (Conditions of
     assignment or transfer) a transfer is effected in accordance with clause
     25.5.4 when (a) the Agent executes an otherwise duly completed Transfer
     Certificate delivered to it by the Existing Lender and the New Lender and
     (b) an addendum to each of the Mortgages and any other relevant Transaction
     Security Document which has been granted in favour of the Secured Parties
     has been executed and registered in accordance with clause 25.5.3. The
     Agent shall, subject to clause 25.2.2, as soon as reasonably practicable
     after receipt by it of a duly completed Transfer Certificate appearing on
     its face to comply with the terms of this Agreement and delivered in
     accordance with the terms of this Agreement, execute that Transfer
     Certificate.

25.5.2 The Agent shall only be obliged to execute a Transfer Certificate
     delivered to it by the Existing Lender and the New Lender once it is
     satisfied it has complied with all necessary "know your customer" or other
     similar checks under all applicable laws and regulations in relation to the
     transfer to such New Lender.

25.5.3 Simultaneously with the execution of a Transfer Certificate as provided
     in clause 25.5.1, the Borrower shall procure that each Obligor which has
     executed a Mortgage in favour of the Secured Parties shall immediately upon
     being requested to do so by the Agent and at its own expense, execute and
     deliver to the New Lender an addendum to each Mortgage and any other
     relevant Transaction Security Document to which it is a party in such form
     as the New Lender shall require to the effect and purpose that the New
     Lender shall have the same rights as the Existing Lender had under the
     Mortgage and other relevant Transaction Security Documents and so that the
     rights of the other Secured Parties remain unaffected. References in the
     Transaction Security Documents to a Mortgage (or relevant Transaction
     Security Document) shall thereupon be deemed to include any such addendum
     and/or new Mortgage (or relevant Transaction Security Document).

25.5.4 On the Transfer Date:

     (a)  to the extent that in the Transfer Certificate the Existing Lender
          seeks to transfer by novation its rights and obligations under this
          Agreement, each of the Obligors and the Existing Lender shall be
          released from further obligations towards one another under this
          Agreement and their


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          respective rights against one another under this Agreement shall be
          cancelled (being the "DISCHARGED RIGHTS AND OBLIGATIONS");

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

     (c)  the Agent, the Arranger, the Security Agent, the New Lender and the
          other Lenders shall acquire the same rights and assume the same
          obligations between themselves and by reason of the security trust
          established in relation to the Transaction Security Documents in
          respect of the Trust Property as they would have acquired and assumed
          had the New Lender been an Original Lender with the rights, and/or
          obligations acquired or assumed by it as a result of the transfer and
          to that extent the Agent, the Arranger, the Security Agent and the
          Existing Lender shall each be released from further obligations to
          each other under the Finance Documents; and

     (d)  the New Lender shall become a Party as a "Lender" for the purposes of
          all the Finance Documents.

25.6 COPY OF TRANSFER CERTIFICATE TO BORROWER

     The Agent shall, as soon as reasonably practicable after it has executed a
     Transfer Certificate, send to the Borrower a copy of that Transfer
     Certificate.

25.7 DISCLOSURE OF INFORMATION

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

     (a)  to (or through) whom that Lender assigns or transfers (or may
          potentially assign or transfer) all or any of its rights and
          obligations under the Finance Documents;

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

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

     (d)  for whose benefit that Lender charges, assigns or otherwise creates a
          Security (or may do so) pursuant to clause 25.9 (Security over
          Lenders' rights); and

25.7.2 any Finance Party may disclose to a rating agency or its professional
     advisers, or (with the consent of the Borrower) any other person,

     any information about any Obligor, the Group and the Finance Documents as
     that Lender or other Finance Party shall consider appropriate if in
     relation to paragraphs (a) and (b) of clause 25.7.1, the person to whom the
     information is to be given has entered into a Confidentiality Undertaking.

     Any Confidentiality Undertaking signed by a person pursuant to this clause
     25.7 shall supersede any prior confidentiality undertaking signed by such
     person for the benefit of any member of the Group.

25.8 HEDGE COUNTERPARTIES

25.8.1 Any Lender or Affiliate of a Lender which becomes a Hedge Counterparty
     shall accede to this Agreement as a Hedge Counterparty by delivery to the
     Security Agent of a duly completed Hedge Counterparty Accession Letter.

25.8.2 Where this Agreement or any other Finance Document imposes an obligation
     on a Hedge Counterparty and the relevant Hedge Counterparty is an Affiliate
     of a Lender and is not a party to that document, the relevant Lender shall
     ensure that the obligation is performed by its Affiliate.


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25.8.3 If a Lender which transfers all of its rights and obligations as provided
     in this clause 25 is a Hedge Counterparty at the time of such transfer, it
     shall, notwithstanding such transfer, remain a Hedge Counterparty in
     respect of those Hedge Agreements which it entered into while it was Lender
     and shall remain a Party to this Agreement in such capacity until such time
     as there are no such Hedge Agreements remaining in effect.

25.9 SECURITY OVER LENDERS' RIGHTS

     In addition to the other rights provided to Lenders under this clause 25,
     each Lender may without consulting with or obtaining consent from any
     Obligor, at any time charge, assign or otherwise create Security in or over
     (whether by way of collateral or otherwise) all or any of its rights under
     any Finance Document to secure obligations of that Lender including,
     without limitation:

25.9.1 any charge, assignment or other Security to secure obligations to a
     federal reserve or central bank; and

25.9.2 in the case of any Lender which is a fund, any charge, assignment or
     other Security granted to any holders (or trustee or representatives of
     holders) of obligations owed, or securities issued, by that Lender as
     security for those obligations or securities,

     except that no such charge, assignment or Security shall:

     (a)  release a Lender from any of its obligations under the Finance
          Documents or substitute the beneficiary of the relevant charge,
          assignment or Security for the Lender as a party to any of the Finance
          Documents; or

     (b)  require any payments to be made by an Obligor or grant to any person
          any more extensive rights than those required to be made or granted to
          the relevant Lender under the Finance Documents.

25.10 SUB-PARTICIPATION

     A Lender may sub-participate all or any part of its rights and/or
     obligations under the Finance Documents without the consent of, or notice
     to, the Borrower.

26   MATTERS CONCERNING THE OBLIGORS

26.1 ASSIGNMENT AND TRANSFERS BY OBLIGORS

     The Borrower shall not and shall procure that no Obligor or any other
     member of the Group may assign any of its rights or transfer any of its
     rights or obligations under the Finance Documents.

26.2 ADDITIONAL SECURITY PROVIDERS

26.2.1 Subject to compliance with the provisions of clauses 21.9.2 and 21.9.3
     ("Know your customer" checks), the Borrower may request that any of its
     Subsidiaries which is not a Security Provider or which was a Dormant
     Subsidiary becomes a Security Provider.

26.2.2 Upon acceptance by the Security Agent of the Borrower's request referred
     to in clause 26.2.1, the Borrower shall procure that any other member of
     the Group which is not a Security Provider or which was a Dormant
     Subsidiary shall, as soon as possible after becoming a member of the Group
     (or ceasing to be a Dormant Subsidiary), become an Additional Security
     Provider and grant such guarantees and Security as the Agent may require.

26.2.3 A member of the Group shall become an Additional Security Provider
     pursuant to this clause 26 if the Agent has received all of the documents
     and other evidence listed in Part III of Schedule 3 (Conditions Precedent)
     in relation to that Additional Security Provider, each in form and
     substance satisfactory to the Agent.

26.2.4 The Agent shall notify the Borrower and the Lenders promptly upon being
     satisfied that it has received (in form and substance satisfactory to it)
     all the documents and other evidence listed in Part III of Schedule 3
     (Conditions precedent).


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26.3 RESIGNATION OF A SECURITY PROVIDER

26.3.1 The Borrower may request that a Security Provider (other than the
     Borrower) ceases to be a Security Provider by delivering to the Agent a
     Resignation Letter if:

     (a)  that Security Provider is being disposed of to a person which is not a
          member of the Group where that disposal is permitted under clause
          23.16 (Disposals) or made with the approval of the Agent (a "THIRD
          PARTY DISPOSAL) and the Borrower has confirmed this is the case; or

     (b)  all the Lenders have consented to the resignation of that Security
          Provider.

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

     (a)  the Borrower has confirmed that no Default is continuing or would
          result from the acceptance of the Resignation Letter;

     (b)  no payment is due from the Security Provider under any Transaction
          Security Document;

     (c)  the Borrower has confirmed that it shall ensure that the Disposal
          Proceeds will be applied in accordance with clause 8.3 (Application of
          mandatory prepayments).

26.3.3 The resignation of that Security Provider shall not be effective until
     the date of the relevant Third Party Disposal at which time that company
     shall cease to be a Security Provider and shall have no further rights or
     obligations under the Finance Documents as a Security Provider.

26.4 RESIGNATION AND RELEASE OF SECURITY ON DISPOSAL

     If a Security Provider is or is proposed to be the subject of a Third Party
     Disposal then:

26.4.1 where the Security Provider created Transaction Security over any of its
     assets or business in favour of the Security Agent or, as the case may be,
     the Finance Parties, or Transaction Security in favour of the Security
     Agent or, as the case may be, the Finance Parties was created over the
     shares (or equivalent) of the Security Provider, the Security Agent or, as
     the case may be, the Finance Parties may, at the cost and request of the
     Borrower, release those assets, business or shares (or equivalent) and
     issue certificates of non-crystallisation;

26.4.2 the resignation of the Security Provider and related release of
     Transaction Security referred to in clause 26.4.1 shall not become
     effective until the date of that disposal; and

26.4.3 if the disposal of the Security Provider is not made, the Resignation
     Letter of the Security Provider and the related release of Transaction
     Security referred to in clause 26.4.1 shall have no effect and the
     obligations of the Security Provider and the Transaction Security created
     or intended to be created by or over the Security Provider shall continue
     in full force and effect.

26.5 OBLIGATIONS UNCONDITIONAL

26.5.1 The obligations of each Obligor under this Agreement and the other
     Finance Documents to which it is a party are unconditional and irrevocable
     (subject to the express provisions of this Agreement or any other Finance
     Document) and shall not be in any way affected or discharged by reason of
     any matter affecting or occurring in connection with the Transaction
     Documents.

26.5.2 The Borrower acknowledges that any authorisation given under this
     Agreement or any other Finance Document by a Finance Party in relation to
     the Transaction Documents shall not constitute any representation or
     warranty by such (or any) Finance Party as to the adequacy or effectiveness
     of such documents, the purchase consideration payable in relation to the
     Acquisition, the commercial advisability of any Obligor entering into the
     arrangements contemplated by the Transaction Documents or otherwise.


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26.6 OBLIGATIONS SEVERAL

     Without prejudice to the express provisions of any Transaction Security
     Document providing that the obligations of certain Obligors are joint and
     several, the obligations of each Obligor under this Agreement and the other
     Finance Documents to which it is party are several. The failure of any
     Obligor to perform such obligations shall not release any other Obligor
     from its obligations under this Agreement or any other Finance Document.


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                         SECTION 10: THE FINANCE PARTIES

27   ROLE OF THE AGENT, THE ARRANGER AND OTHERS

27.1 APPOINTMENT OF THE AGENT

27.1.1 Each of the Arranger and the Lenders appoints the Agent to act as its
     agent under and in connection with the Finance Documents.

27.1.2 Each of the Arranger and the Lenders authorises the Agent to exercise the
     rights, powers, authorities and discretions specifically given to the Agent
     under or in connection with the Finance Documents together with any other
     incidental rights, powers, authorities and discretions.

27.2 DUTIES OF THE AGENT

27.2.1 The Agent shall promptly forward to a Party the original or a copy of any
     document which is delivered to the Agent for that Party by any other Party.

27.2.2 Except where a Finance Document specifically provides otherwise, the
     Agent is not obliged to review or check the adequacy, accuracy or
     completeness of any document it forwards to another Party.

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

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

27.2.5 The Agent's duties under the Finance Documents are solely mechanical and
     administrative in nature.

27.3 ROLE OF THE ARRANGER

     Except as specifically provided in the Finance Documents, the Arranger has
     no obligations of any kind to any other Party under or in connection with
     any Finance Document or the Acquisition.

27.4 NO FIDUCIARY DUTIES

27.4.1 Nothing in this Agreement constitutes the Agent or the Arranger as a
     trustee or fiduciary of any other person.

27.4.2 None of the Agent, the Security Agent or the Arranger shall be bound to
     account to any Lender for any sum or the profit element of any sum received
     by it for its own account.

27.5 BUSINESS WITH THE GROUP

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

27.6 RIGHTS AND DISCRETIONS

27.6.1 The Agent may rely on:

     (a)  any representation, notice or document believed by it to be genuine,
          correct and appropriately authorised; and


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     (b)  any statement made by a director, authorised signatory or employee of
          any person regarding any matters which may reasonably be assumed to be
          within his knowledge or within his power to verify.

27.6.2 The Agent may assume (unless it has received notice to the contrary in
     its capacity as agent for the Lenders) that:

     (a)  no Default has occurred (unless it has actual knowledge of a Default
          arising under clause 24.1 (Non-payment));

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

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

27.6.3 The Agent may engage, pay for and rely on the advice or services of any
     lawyers, accountants, surveyors or other experts.

27.6.4 The Agent may act in relation to the Finance Documents through its
     personnel and agents.

27.6.5 The Agent may disclose to any other Party any information it reasonably
     believes it has received as agent under this Agreement.

27.6.6 Notwithstanding any other provision of any Finance Document to the
     contrary, neither of the Agent nor the Arranger is obliged to do or omit to
     do anything if it would or might in its reasonable opinion constitute a
     breach of any law or regulation or a breach of a fiduciary duty or duty of
     confidentiality.

27.7 MAJORITY LENDERS' INSTRUCTIONS

27.7.1 Unless a contrary indication appears in a Finance Document, the Agent
     shall (i) exercise any right, power, authority or discretion vested in it
     as Agent (including giving instructions to the Security Agent) in
     accordance with any instructions given to it by the Majority Lenders (or,
     if so instructed by the Majority Lenders, refrain from exercising any
     right, power, authority or discretion vested in it as Agent) and (ii) not
     be liable for any act (or omission) if it acts (or refrains from taking any
     action) in accordance with an instruction of the Majority Lenders.

27.7.2 Unless a contrary indication appears in a Finance Document, any
     instructions given by the Majority Lenders to the Agent (in relation to any
     right, power, authority or discretion vested in it as Agent) will be
     binding on all the Finance Parties other than the Security Agent.

27.7.3 The Agent may refrain from acting in accordance with the instructions of
     the Majority Lenders (or, if appropriate, the Lenders) until it has
     received such security as it may require for any cost, loss or liability
     (together with any associated VAT) which it may incur in complying with the
     instructions.

27.7.4 In the absence of, or while awaiting, instructions from the Majority
     Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain
     from taking action) as it considers to be in the best interest of the
     Finance Parties.

27.7.5 The Agent is not authorised to act on behalf of a Lender (without first
     obtaining that Lender's consent) in any legal or arbitration proceedings
     relating to any Finance Document. This clause 27.7.5 shall not apply to any
     legal or arbitration proceeding relating to the perfection, preservation or
     protection of rights under the Transaction Security Documents or
     enforcement of the Transaction Security or Transaction Security Documents.

27.8 RESPONSIBILITY FOR DOCUMENTATION

     Neither the Agent nor the Arranger:

27.8.1 is responsible for the adequacy, accuracy and/or completeness of any
     information (whether oral or written) supplied by the Agent, the Arranger,
     an Obligor or any other person given in or in


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     connection with any Finance Document or the Information Memorandum or the
     Reports or the transactions contemplated in the Finance Documents;

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

27.8.3 is responsible to ascertain whether all deeds and documents which should
     have been deposited with it (or the Security Agent) under or pursuant to
     any of the Transaction Security Documents have been so deposited;

27.8.4 is responsible to investigate or make any enquiry into the title of any
     Security Provider to any of the Security;

27.8.5 is responsible for the failure to register any of the Transaction
     Security Documents with the Registry or any other public office;

27.8.6 is responsible for the failure to register any of the Transaction
     Security Documents in accordance with the provisions of the documents of
     title of any Security Provider to any of the Security;

27.8.7 is responsible for the failure to effect or procure the registration of
     any floating charge created by any of the Transaction Security Documents by
     registering under the Land Registration Act 2002 any notice or restriction
     pursuant to the provisions of the Land Registration Act 2002 against any
     land for the time being forming part of the security;

27.8.8 is responsible for the failure to take or require the Borrower or any
     other Security Provider to take any steps to render any of the Transaction
     Security Documents effective or to secure the creation of any ancillary
     charge under the laws of the jurisdiction concerned;

27.8.9 is responsible (save as otherwise provided in this clause 27) for taking
     or omitting to take any other action under or in relation to the
     Transaction Security Documents; or

27.8.10 is responsible on account of the failure of the Security Agent to
     perform or discharge any of its duties or obligations under the Transaction
     Security Documents.

27.9 EXCLUSION OF LIABILITY

27.9.1 Without limiting clause 27.9.2, the Agent will not be liable for any
     action taken by it under or in connection with any Finance Document or the
     Transaction Security, unless directly caused by its gross negligence or
     wilful misconduct.

27.9.2 No Party (other than the Agent) may take any proceedings against any
     officer, employee or agent of the Agent, in respect of any claim it might
     have against the Agent or in respect of any act or omission of any kind by
     that officer, employee or agent in relation to any Finance Document or any
     Transaction Document and any officer, employee or agent of the Agent may
     rely on this clause subject to clause 1.3 (Third party rights) and the
     provisions of the Third Parties Act.

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

27.9.4 Nothing in this Agreement shall oblige the Agent or the Arranger 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 Agent and the Arranger
     that it is solely responsible for any such checks it is required to carry
     out and that it may not rely on any statement in relation to such checks
     made by the Agent or the Arranger.


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27.10 LENDERS' INDEMNITY TO THE AGENT

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

27.10.2 The Borrower shall counter-indemnify the Lenders against all payments
     made by them under this clause 27.10.

27.11 RESIGNATION OF THE AGENT

27.11.1 The Agent may resign and appoint one of its Affiliates acting through an
     office in the Federal Republic of Germany as successor by giving notice to
     the Lenders and the Borrower.

27.11.2 Alternatively the Agent may resign by giving notice to the Lenders and
     the Borrower, in which case the Majority Lenders (after consultation with
     the Borrower) may appoint a successor Agent.

27.11.3 If the Majority Lenders have not appointed a successor Agent in
     accordance with clause 27.11.2 within 30 days after notice of resignation
     was given, the Agent (after consultation with the Borrower) may appoint a
     successor Agent.

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

27.11.5 The Agent's resignation notice shall only take effect upon the
     appointment of a successor.

27.11.6 Upon the appointment of a successor, the retiring Agent shall be
     discharged from any further obligation in respect of the Finance Documents
     but shall remain entitled to the benefit of this clause 27. Its successor
     and each of the other Parties shall have the same rights and obligations
     amongst themselves as they would have had if such successor had been an
     original Party.

27.11.7 After consultation with the Borrower, the Majority Lenders may, by
     notice to the Agent, require it to resign in accordance with clause
     27.11.2. In this event, the Agent shall resign in accordance with clause
     27.11.2.

27.12 CONFIDENTIALITY

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

27.12.2 If information is received by another division or department of the
     Agent, it may be treated as confidential to that division or department and
     the Agent shall not be deemed to have notice of it.

27.12.3 Notwithstanding any other provision of any Finance Document to the
     contrary, neither the Agent nor the Arranger are obliged to disclose to any
     other person (i) any confidential information or (ii) any other information
     if the disclosure would or might in its reasonable opinion constitute a
     breach of any law or a breach of a fiduciary duty.

27.13 RELATIONSHIP WITH THE LENDERS

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

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


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27.13.3 Each Lender shall supply the Agent with any information that the
     Security Agent may reasonably specify (through the Agent) as being
     necessary or desirable to enable the Security Agent to perform its
     functions as Security Agent. Each Lender shall deal with the Security Agent
     exclusively through the Agent and shall not deal directly with the Security
     Agent.

27.14 CREDIT APPRAISAL BY THE LENDERS

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

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

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

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

27.14.4 the adequacy, accuracy and/or completeness of the Information
     Memorandum, the Reports and any other information provided by the Agent,
     any Party or by any other person under or in connection with any Finance
     Document, the transactions contemplated by the Finance Documents or any
     other agreement, arrangement or document entered into, made or executed in
     anticipation of, under or in connection with any Finance Document; and

27.14.5 the right or title of any person in or to, or the value or sufficiency
     of any part of the Charged Property, the priority of any of the Transaction
     Security or the existence of any Security affecting the Charged Property.

27.15 AGENT'S MANAGEMENT TIME

     Any amount payable to the Agent under clause 16.3 (Indemnity to the Agent),
     clause 18 (Costs and Expenses) and clause 27.10 (Lenders' indemnity to the
     Agent) shall include the cost of utilising the Agent's management time or
     other resources and will be calculated on the basis of such reasonable
     daily or hourly rates as the Agent may notify to the Borrower and the
     Lenders, and is in addition to any fee paid or payable to the Agent under
     clause 13 (Fees).

27.16 DEDUCTION FROM AMOUNTS PAYABLE BY THE AGENT

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

27.17 RELIANCE AND ENGAGEMENT LETTERS

     Each Finance Party and Secured Party confirms that each of the Arranger and
     the Agent has authority to accept on its behalf (and ratifies the
     acceptance on its behalf of any letters or reports already accepted by the
     Arranger or Agent) the terms of any reliance letter or engagement letters
     relating to the Reports or any reports or letters provided by accountants
     in connection with the Finance Documents or the transactions contemplated
     in the Finance Documents and to bind it in respect of those Reports,
     reports or letters and to sign such letters on its behalf and further
     confirms that it accepts the terms and qualifications set out in such
     letters.


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27.18 COMMON PARTIES

     Notwithstanding that the Agent and the Security Agent may from time to time
     be the same entity, the Agent and the Security Agent have entered into the
     Finance Documents (to which they are party) in their separate capacities as
     agent for the Finance Parties or (as appropriate) security agent and
     trustee for the Finance Parties provided that, where any Finance Document
     provides for the Agent or Security Agent to communicate with or provide
     instructions to the other, while the two parties in question are the same
     entity, it will not be necessary for there to be any such formal
     communication or instructions notwithstanding that the Finance Documents
     provide in certain cases for the same to be in writing.

27.19 SECURITY AGENT

27.19.1 Each other Finance Party appoints the Security Agent to act as its
     trustee under and in connection with the Transaction Security Documents.

27.19.2 Each other Finance Party authorises the Security Agent:

     (a)  to exercise the rights, powers, authorities and discretions
          specifically given to the Security Agent under or in connection with
          the Finance Documents together with any other incidental rights,
          powers, authorities and discretions;

     (b)  to execute each of the Transaction Security Documents and all other
          documents that may be approved by the Agent and/or the Majority
          Lenders for execution by it.

27.19.3 The Security Agent accepts its appointment under clause 27.19 (Security
     Agent) as trustee of the Trust Property with effect from the date of this
     Agreement to hold the Trust Property on trust for itself and the other
     Finance Parties (for so long as they are Finance Parties) on and subject to
     the terms set out in clauses 27.19 - 27.28 and the Transaction Security
     Documents to which it is a party.

27.20 APPLICATION OF CERTAIN CLAUSES TO SECURITY AGENT

27.20.1 Clauses 27.6 (Rights and discretions), 27.8 (Responsibility for
     documentation) other than clause 27.8.10, 27.9 (Exclusion of liability),
     27.10 (Lenders' indemnity to the Agent), 27.11 (Resignation of the Agent),
     27.12 (Confidentiality), 27.13 (Relationship with the Lenders), 27.14
     (Credit appraisal by the Lenders) and 27.16 (Deduction from amounts payable
     by the Agent) shall each extend so as to apply to the Security Agent in its
     capacity as such and for that purpose each reference to the "Agent" in
     these clauses shall extend to include in addition a reference to the
     "Security Agent" in its capacity as such.

27.20.2 In addition clause 27.11 (Resignation of the Agent) shall have the
     following additional sub-clause:

     27.11.8 At any time after the appointment of a successor, the retiring
          Security Agent shall do and execute all acts, deeds and documents
          reasonably required by its successor to transfer to it (or its
          nominee, as it may direct) any property, assets and rights previously
          vested in the retiring Security Agent pursuant to the Transaction
          Security Documents and which shall not have vested in its successor by
          operation of law. All such acts, deeds and documents shall be done or,
          as the case may be, executed at the cost of the retiring Security
          Agent.

27.21 INSTRUCTIONS TO SECURITY AGENT

27.21.1 Unless a contrary indication appears in a Finance Document, the Security
     Agent shall (a) exercise any right, power, authority or discretion vested
     in it as Security Agent in accordance with any instructions given to it by
     the Agent (or, if so instructed by the Agent, refrain from exercising any
     right, power, authority or discretion vested in it as Security Agent) and
     (b) not be liable for any act (or omission) if it acts (or refrains from
     taking any action) in accordance with such an instruction of the Agent (the
     Agent in each case acting on the instructions of the Majority Lenders or,
     if appropriate pursuant to clause 36.2.1 (Exceptions) the Lenders).

27.21.2 Unless a contrary indication appears in a Finance Document, any
     instructions given by the Agent to the Security Agent in accordance with
     clause 27.21.1 will be binding on the Finance Parties.


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27.21.3 The Security Agent may refrain from acting in accordance with the
     instructions of the Agent until it has received such security as it may
     require for any cost, loss or liability (together with any associated VAT)
     which it may incur in complying with the instructions.

27.21.4 In the absence of, or while awaiting, instructions from the Agent,
     (including in exceptional circumstances where time does not permit the
     Agent obtaining instructions from the Lenders and urgent action is
     required) the Security Agent may act (or refrain from taking action) as it
     considers to be in the best interest of the Finance Parties.

27.21.5 The Security Agent is not authorised to act on behalf of a Finance Party
     (without first obtaining that Finance Party's consent) in any legal or
     arbitration proceedings relating to any Finance Document but this is
     without prejudice to clauses 27.21.1 and 27.21.4, including without
     prejudice to the right to enforce the Transaction Security Documents in
     accordance with these clauses.

27.22 ORDER OF APPLICATION

27.22.1 The Security Agent agrees to apply the Trust Property in accordance with
     the following respective claims:

     (a)  FIRST, as to a sum equivalent to the amounts payable to the Security
          Agent under the Finance Documents (other than any Hedge Agreement)
          (excluding any amounts received by the Security Agent pursuant to
          clause 27.10 (Lenders' indemnity to the Agent) as extended to the
          Security Agent pursuant to clause 27.20 (Application of certain
          clauses to Security Agent)) for the Security Agent absolutely;

     (b)  SECONDLY, as to a sum equivalent to the aggregate amount owing to the
          Finance Parties actually or contingently (other than the Security
          Agent) under the Finance Documents (other than any Hedge Agreement);

     (c)  THIRDLY, as to a sum equivalent to amounts payable to a Hedge
          Counterparty under any Hedge Agreement;

     (d)  FOURTHLY, to such other persons (if any) as are legally entitled
          thereto in priority to the Obligors; and

     (e)  FIFTHLY, as to the balance (if any) for the Obligors absolutely
          pro-rata to the respective amounts paid, received or recovered from
          each of them always.

27.22.2 The Security Agent shall make each application as soon as is practicable
     after the relevant moneys are received by, or otherwise become available
     to, it save that (without prejudice to any other provision contained in any
     of the Transaction Security Documents) the Security Agent (acting on the
     instructions of the Agent) or any receiver or administrator may credit any
     moneys received by it to a suspense account for so long and in such manner
     as the Security Agent or such receiver or administrator may from time to
     time determine with a view to preserving the rights of the Finance Parties
     or any of them to prove for the whole of their respective claims against
     the Borrower or any other person liable.

27.22.3 The Security Agent shall obtain a good discharge in respect of the
     amounts expressed to be due to the Finance Parties (other than itself) as
     referred to in clause 27.22 by paying such amounts to the Agent for
     distribution in accordance with clause 30 (Payment Mechanics).

27.23 PERPETUITIES

27.23.1 The trusts constituted or evidenced in or by the Transaction Security
     Documents and the Trust Deed shall remain in full force and effect until
     whichever is the earlier of:

     (a)  the expiration of a period of 80 years from the date of this
          Agreement; and

     (b)  the first date after both of (i) receipt by the Security Agent, at any
          time when it is satisfied that all of the Security Providers are
          solvent, of confirmation in writing from the Agent that there is no
          longer outstanding any indebtedness (actual or contingent (other than
          any contingent indebtedness which is fully cash collateralised to the
          satisfaction of the relevant Finance


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          Party), and no obligation on any Finance Party to make available any
          indebtedness, which is secured or guaranteed by or under any of the
          Transaction Security Documents and (ii) all of the Transaction
          Security Documents have been released in accordance with their terms,

     and the parties to this Agreement declare that the perpetuity period
     applicable to the Transaction Security Documents and the trusts declared by
     the Trust Deed shall for the purposes of the Perpetuities and Accumulations
     Act 1964 be the period of 80 years from the date of this Agreement.

27.24 POWERS AND DUTIES OF THE SECURITY AGENT AS TRUSTEE OF THE SECURITY

27.24.1 In its capacity as trustee in relation to the Transaction Security
     Documents, the Security Agent:

     (a)  Powers generally: shall, without prejudice to any of the powers,
          discretions and immunities conferred upon trustees by law (and to the
          extent not inconsistent with the provisions of this Agreement or any
          of the Transaction Security Documents), have all the same powers and
          discretions as a natural person acting as the beneficial owner of such
          property and/or as are conferred upon the Security Agent by this
          Agreement and/or any Transaction Security Document but so that the
          Security Agent may only exercise such powers and discretions to the
          extent that it is authorised to do so by the provisions of this
          Agreement;

     (b)  Power to invest: shall (subject to clause 27.22 (Order of
          application)) be entitled (in its own name or in the names of
          nominees) to invest moneys from time to time forming part of the Trust
          Property or otherwise held by it as a consequence of any enforcement
          of the security constituted by the Transaction Security Documents
          which, in the reasonable opinion of the Security Agent, it would not
          be practicable to distribute immediately by placing the same on
          deposit in the name or under the control of the Security Agent as the
          Security Agent may think fit without being under any duty to diversify
          the same and the Security Agent shall not be responsible for any loss
          due to interest rate or exchange rate fluctuations except for any loss
          arising from the Security Agent's gross negligence or wilful
          misconduct;

     (c)  Power to engage agents: may, in the conduct of its obligations under
          and in respect of the Transaction Security Documents, (otherwise than
          in relation to its right to make any declaration, determination or
          decision), instead of acting personally, employ and pay any agent
          (whether being a lawyer, chartered accountant or any other person) to
          transact or concur in transacting any business and to do or concur in
          doing any acts required to be done by the Security Agent (including
          the receipt and payment of money) and on the basis that (i) any such
          agent engaged in any profession or business shall be entitled to be
          paid all usual professional and other charges for business transacted
          and acts done by him or any partner or employee of his in connection
          with such employment and (ii) the Security Agent shall not be bound to
          supervise, or be responsible for any loss incurred by reason of any
          act or omission of, any such agent if the Security Agent shall have
          exercised reasonable care in the selection of such agent; and

     (d)  Deposit of documents: may place all deeds, certificates and other
          documents relating to the property and assets subject to the
          Transaction Security Documents which are from time to time deposited
          with it pursuant to the Transaction Security Documents in any safe
          deposit, safe or receptacle selected by the Security Agent exercising
          reasonable care or with any firm of solicitors selected by the
          Security Agent exercising reasonable care and may make any such
          arrangements as it thinks fit for allowing the Borrower access to, or
          its solicitors or auditors possession of, such documents when
          necessary or convenient and the Security Agent shall not be
          responsible for any loss incurred in connection with any such deposit,
          access or possession if it has exercised reasonable care in the
          selection of a safe deposit, safe, receptacle or firm of solicitors.

27.25 ALL ENFORCEMENT ACTION THROUGH THE SECURITY AGENT

27.25.1 Save as provided in clause 27.25.2, none of the other Finance Parties
     shall have any independent power to enforce any of the Transaction Security
     Documents or to exercise any rights, discretions or powers or to grant any
     consents or releases under or pursuant to any of the Transaction Security
     Documents or otherwise have direct recourse to the security and/or
     guarantees constituted by any of the Transaction Security Documents except
     through the Security Agent.


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27.25.2 The Secured Parties agree that, in respect of any Transaction Security
     which is granted directly in favour of the Secured Parties (and not the
     Security Agent only) they shall co-operate in respect of such Transaction
     Security by:

     (a)  taking such enforcement action;

     (b)  exercising any rights, discretions or powers; or

     (c)  granting consents or releases,

     in each case as the Security Agent directs. In such circumstances the
     Security Agent shall instruct the Secured Parties on the basis of the
     instructions that the Security Agent receives in accordance with clause
     27.21 (Instructions to Security Agent). No Secured Party shall be obliged
     to take enforcement or other action where it is not permitted to do so
     under the terms of the relevant Transaction Security Document or any
     applicable law.

27.25.3 Each Secured Party agrees that it shall, for the purposes of this clause
     27.25, be a "Recovering Finance Party" (as defined in clause 29.1 (Payments
     to Finance Parties)) and that all proceeds recovered by it following
     enforcement of Transaction Security referred to in clause 27.25.2 shall be
     retained by it and/or paid to the Agent in accordance with clause 29
     (Sharing Among the Finance Parties).

27.25.4 In respect of all liabilities, costs, claims, charges or expenses for
     which the Obligors are liable under this Agreement, each Secured Party and
     every employee, officer, agent or other person appointed by it in
     connection with the Transaction Security Documents shall be entitled to be
     indemnified out of the proceeds recovered pursuant to clause 27.25.2 in
     respect of all liabilities, damages, costs, claims, charges or expenses
     whatsoever properly incurred or suffered by such party:

     (a)  as a result of any breach by a member of the Group of any of its
          obligations under any relevant Transaction Security Document; and

     (b)  in respect of any Environmental Claim made or asserted against an
          Indemnified Party (as defined in clause 27.27.1 (Indemnity from Trust
          Property)) which would not have arisen if the relevant Transaction
          Security Documents had not been executed.

27.25.5 The rights conferred by this clause 27.25 are without prejudice to any
     provision of the relevant Transaction Security Documents entitling the
     Secured Party to an indemnity in respect of, and/or reimbursement of, any
     liabilities, damages, costs, claims, charges or expenses incurred or
     suffered by it in connection with any of the Transaction Security Documents
     or the performance of any duties under any of the Transaction Security
     Documents. Nothing contained in this clause 27.25 shall entitle a Secured
     Party to be indemnified in respect of any liabilities, damages, costs,
     claims, charges or expenses to the extent that the same arise from such
     Secured Party's own gross negligence or wilful misconduct.

27.26 CO-OPERATION TO ACHIEVE AGREED PRIORITIES OF APPLICATION

     The other Finance Parties shall co-operate with each other and with the
     Security Agent and any receiver or administrator under the Transaction
     Security Documents in realising the property and assets subject to the
     Transaction Security Documents and in ensuring that the net proceeds
     realised under the Transaction Security Documents after deduction of the
     expenses of realisation are applied in accordance with clause 27.22 (Order
     of application).

27.27 INDEMNITY FROM TRUST PROPERTY

27.27.1 In respect of all liabilities, costs, claims, charges or expenses for
     which the Obligors are liable under this Agreement, the Security Agent and
     every employee, officer, agent or other person appointed by it in
     connection with its appointment under the Transaction Security Documents
     (each an "INDEMNIFIED PARTY") shall be entitled to be indemnified out of
     the Trust Property in respect of all liabilities, damages, costs, claims,
     charges or expenses whatsoever properly incurred or suffered by an
     Indemnified Party:


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     (a)  in the execution or exercise or bona fide purported execution or
          exercise of the trusts, rights, powers, authorities, discretions and
          duties created or conferred by or pursuant to the relevant Transaction
          Security Documents;

     (b)  as a result of any breach by a member of the Group of any of its
          obligations under any relevant Transaction Security Document;

     (c)  in respect of any Environmental Claim made or asserted against an
          Indemnified Party which would not have arisen if the relevant
          Transaction Security Documents had not been executed; and

     (d)  in respect of any matter or thing done or omitted in any way in
          accordance with the terms of the Finance Documents relating to the
          Trust Property or the provisions of any of the relevant Transaction
          Security Documents.

27.27.2 The rights conferred by this clause 27.27 are without prejudice to any
     right to indemnity by law given to trustees generally and to any provision
     of the relevant Transaction Security Documents entitling the Security Agent
     or any other person to an indemnity in respect of, and/or reimbursement of,
     any liabilities, damages, costs, claims, charges or expenses incurred or
     suffered by it in connection with any of the Transaction Security Documents
     or the performance of any duties under any of the Transaction Security
     Documents. Nothing contained in this clause 27.27 shall entitle the
     Security Agent or any other person to be indemnified in respect of any
     liabilities, damages, costs, claims, charges or expenses to the extent that
     the same arise from such person's own gross negligence or wilful
     misconduct.

27.28 FINANCE PARTIES TO PROVIDE INFORMATION

     The Finance Parties shall provide the Security Agent with such written
     information as it may reasonably require for the purposes of carrying out
     its duties and obligations under the Transaction Security Documents and, in
     particular, with such necessary directions in writing so as to enable the
     Security Agent to make the calculations and applications contemplated by
     clause 27.22 (Order of application) and to apply amounts received under,
     and the proceeds of realisation of, the relevant Transaction Security
     Documents as contemplated by such Transaction Security Documents, clause
     30.5 (Partial payments) and clause 27.22 (Order of application).

27.29 RELEASE TO FACILITATE ENFORCEMENT AND REALISATION

     Each Finance Party acknowledges that pursuant to any enforcement action by
     the Security Agent (or a Receiver) carried out on the instructions of the
     Agent it may be desirable for the purpose of such enforcement and/or
     maximising the realisation of the Charged Property being enforced against,
     that any rights or claims of or by the Security Agent (for the benefit of
     the Finance Parties) and/or any Finance Parties against any Obligor and/or
     any Security over any assets of any Obligor (in each case) as contained in
     or created by any Transaction Security Document, other than such rights or
     claims or security being enforced, be released in order to facilitate such
     enforcement action and/or realisation and, notwithstanding any other
     provision of the Finance Documents, each Finance Party hereby irrevocably
     authorises the Security Agent (acting on the instructions of the Agent) to
     grant any such releases to the extent necessary to fully effect such
     enforcement action and realisation including, without limitation, to the
     extent necessary for such purposes to execute release documents in the name
     of and on behalf of the Finance Parties. Where the relevant enforcement is
     by way of disposal of shares in a member of the Group, the requisite
     release shall include releases of all claims (including under guarantees)
     of the Finance Parties and/or the Security Agent against such member of the
     Group or any of its Subsidiaries and of all Security over the assets of
     such member of the Group or any of its Subsidiaries.

28   CONDUCT OF BUSINESS BY THE FINANCE PARTIES

28.1 FINANCE PARTIES TAX AFFAIRS

     No provision of this Agreement will:

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


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

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

28.2 MAJORITY LENDERS

28.2.1 Where any Finance Document provides for any matter to be determined by
     reference to the opinion of the Majority Lenders or to be subject to the
     consent or request of the Majority Lenders or for any action to be taken on
     the instructions of the Majority Lenders, such opinion, consent, request or
     instructions shall (as between the Lenders) only be regarded as having been
     validly given or issued by the Majority Lenders if all the Lenders shall
     have received prior notice of the matter on which such opinion, consent,
     request or instructions are required to be obtained and the relevant
     majority of Lenders shall have given or issued such opinion, consent,
     request or instructions. However (as between the Obligors and the Finance
     Parties) the Obligors shall each be entitled (and bound) to assume that
     such notice shall have been duly received by each Lender and that the
     relevant majority shall have been obtained to constitute Majority Lenders
     when notified to this effect by the Agent whether or not this is the case.

28.2.2 If, within ten Business Days of the Agent despatching to each Lender a
     notice requesting instructions (or confirmation of instructions) from the
     Lenders or the agreement of the Lenders to any amendment, modification,
     waiver, variation or excuse of performance for the purposes of, or in
     relation to, any of the Finance Documents, the Agent has not received a
     reply specifically giving or confirming or refusing to give or confirm the
     relevant instructions or, as the case may be, approving or refusing to
     approve the proposed amendment, modification, waiver, variation or excuse
     of performance, then (irrespective of whether such Lender responds at a
     later date) the Agent shall treat any Lender which has not so responded as
     having indicated a desire to be bound by the wishes of 662/3 per cent. of
     those Lenders (measured in terms of the total Commitments of those Lenders)
     which have so responded.

28.2.3 For the purposes of clause 28.2.2, any Lender which notifies the Agent of
     a wish or intention to abstain on any particular issue shall be treated as
     if it had not responded.

28.2.4 Clauses 28.2.2 and 28.2.3 shall not apply in relation to those matters
     referred to in, or the subject of, clause 36.2 (Exceptions).

28.3 CONFLICTS

28.3.1 The Borrower acknowledges that the Arranger and its respective parent
     undertakings, subsidiary undertakings and fellow subsidiary undertakings
     (together the "ARRANGER GROUP") may be providing debt finance, equity
     capital or other services (including financial advisory services) to other
     persons with which the Borrower may have conflicting interests in respect
     of the Facilities or otherwise.

28.3.2 No member of the Arranger Group shall use confidential information from
     the Borrower by virtue of the Facilities or its relationships with the
     Borrower in connection with their performance of services for other
     persons. This shall not, however, affect any obligations that any member of
     the Arranger Group has as Agent in respect of the Finance Documents. The
     Borrower also acknowledges that no member of the Arranger Group has any
     obligation to use or furnish to the Borrower information obtained from
     other persons for their benefit.

28.3.3 The terms "PARENT UNDERTAKING", "SUBSIDIARY UNDERTAKING" and "FELLOW
     SUBSIDIARY UNDERTAKING" when used in this clause have the meaning given to
     them in sections 258 and 259 of the Act.

29   SHARING AMONG THE FINANCE PARTIES

29.1 PAYMENTS TO FINANCE PARTIES

     If a Finance Party (a "RECOVERING FINANCE PARTY") receives or recovers any
     amount from an Obligor other than in accordance with clause 30 (Payment
     Mechanics) and applies that amount to a payment due under the Finance
     Documents then:


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

29.1.2 the Agent shall exclusively determine whether the receipt or recovery is
     in excess of the amount the Recovering Finance Party would have been paid
     had the receipt or recovery been received or made by the Agent and
     distributed in accordance with clause 30 (Payment Mechanics), without
     taking account of any Tax which would be imposed on the Agent in relation
     to the receipt, recovery or distribution; and

29.1.3 the Recovering Finance Party shall, within two Business Days of demand by
     the Agent, pay to the Agent an amount (the "SHARING PAYMENT") equal to such
     receipt or recovery less any amount which the Agent exclusively determines
     may be retained by the Recovering Finance Party as its share of any payment
     to be made, in accordance with clause 30.5 (Partial payments).

29.2 REDISTRIBUTION OF PAYMENTS

     The Agent shall treat the Sharing Payment as if it had been paid by the
     relevant Obligor and distribute it between the Finance Parties (other than
     the Recovering Finance Party) in accordance with clause 30.5 (Partial
     payments).

29.3 RECOVERING FINANCE PARTY'S RIGHTS

29.3.1 On a distribution by the Agent under clause 29.2 (Redistribution of
     payments), the Recovering Finance Party will be subrogated to the rights of
     the Finance Parties which have shared in the redistribution.

29.3.2 If and to the extent that the Recovering Finance Party is not able to
     rely on its rights under clause 29.3.1, the Borrower shall procure that the
     relevant Obligor shall be liable to the Recovering Finance Party for a debt
     equal to the Sharing Payment which is immediately due and payable.

29.4 REVERSAL OF REDISTRIBUTION

     If any part of the Sharing Payment received or recovered by a Recovering
     Finance Party becomes repayable and is repaid by that Recovering Finance
     Party, then:

29.4.1 each Finance Party which has received a share of the relevant Sharing
     Payment pursuant to clause 29.2 (Redistribution of payments) shall, upon
     request of the Agent, pay to the Agent for account of that Recovering
     Finance Party an amount equal to the appropriate part of its share of the
     Sharing Payment (together with an amount as is necessary to reimburse that
     Recovering Finance Party for its proportion of any interest on the Sharing
     Payment which that Recovering Finance Party is required to pay); and

29.4.2 that Recovering Finance Party's rights of subrogation in respect of any
     reimbursement shall be cancelled and the Borrower shall procure that the
     relevant Obligor will be liable to the reimbursing Finance Party for the
     amount so reimbursed.

29.5 EXCEPTIONS

29.5.1 This clause 29 shall not apply to the extent that the Recovering Finance
     Party would not, after making any payment pursuant to this clause, have a
     valid and enforceable claim against the relevant Obligor in respect of such
     payment.

29.5.2 A Recovering Finance Party is not obliged to share with any other Finance
     Party any amount which the Recovering Finance Party has received or
     recovered as a result of taking legal or arbitration proceedings, if:

     (a)  it notified the other Finance Party of the legal or arbitration
          proceedings; and

     (b)  the other Finance Party had an opportunity to participate in those
          legal or arbitration proceedings but did not do so as soon as
          reasonably practicable having received notice and did not take
          separate legal or arbitration proceedings.


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                           SECTION 11: ADMINISTRATION

30   PAYMENT MECHANICS

30.1 PAYMENTS TO THE AGENT

30.1.1 On each date on which an Obligor or a Lender is required to make a
     payment under a Finance Document that Obligor or Lender shall make the same
     available to the Agent (unless a contrary indication appears in a Finance
     Document) for value on the due date at the time and in such funds specified
     by the Agent as being customary at the time for settlement of transactions
     in the relevant currency in the place of payment.

30.1.2 Payment shall be made to such account in the principal financial centre
     of the country of that currency (or, in relation to euro, in a principal
     financial centre in a Participating Member State or London) with such bank
     as the Agent specifies.

30.2 DISTRIBUTIONS BY THE AGENT

     Each payment received by the Agent under the Finance Documents for another
     party shall, subject to clause 30.3 (Distributions to an Obligor) and
     clause 30.4 (Clawback) be made available by the Agent as soon as
     practicable after receipt to the party entitled to receive payment in
     accordance with this Agreement (in the case of a Lender, for the account of
     its Facility Office), to such account as that party may notify to the Agent
     by not less than five Business Days' notice with a bank in the principal
     financial centre of the country of that currency (or, in relation to euro,
     in the principal financial centre of a Participating Member State or
     London).

30.3 DISTRIBUTIONS TO AN OBLIGOR

     The Agent may (with the consent of the Obligor or in accordance with clause
     31 (Set-off)) apply any amount received by it for that Obligor in or
     towards payment (on the date and in the currency and funds of receipt) of
     any amount due from that Obligor under the Finance Documents or in or
     towards purchase of any amount of any currency to be so applied.

30.4 CLAWBACK

30.4.1 Where a sum is to be paid to the Agent under the Finance Documents for
     another party, the Agent is not obliged to pay that sum to that other party
     (or to enter into or perform any related exchange contract) until it has
     been able to establish to its satisfaction that it has actually received
     that sum.

30.4.2 If the Agent pays an amount to another party and it proves to be the case
     that the Agent had not actually received that amount, then the party to
     whom that amount (or the proceeds of any related exchange contract) was
     paid by the Agent shall on demand refund the same within two Business Days
     to the Agent together with interest on that amount from the date of payment
     to the date of receipt calculated by the Agent to reflect its cost of
     funds.

30.5 PARTIAL PAYMENTS

30.5.1 If the Agent receives a payment for application against amounts due in
     respect of any Finance Documents that is insufficient to discharge all the
     amounts then due and payable by an Obligor under those Finance Documents,
     the Agent shall apply that payment towards the obligations of that Obligor
     under those Finance Documents in the following order:

     (a)  FIRST, in or towards payment pro rata of any unpaid fees, costs and
          expenses of the Agent and the Security Agent under those Finance
          Documents (other than any Hedge Agreement);

     (b)  SECONDLY, in or towards payment to the Lenders pro rata of any amount
          owing to the Lenders under clause 27.10 (Lenders' indemnity to the
          Agent) or any amount resulting from the indemnity to the Security
          Agent under clause 27.20 (Application of certain clauses to Security
          Agent);


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     (c)  THIRDLY, in or towards payment pro rata of any accrued interest, fee
          or commission due but unpaid under those Finance Documents (other than
          any Hedge Agreement);

     (d)  FOURTHLY, in or towards payment pro rata of any principal due but
          unpaid under those Finance Documents (other than any Hedge Agreement);

     (e)  FIFTHLY, in or towards payment pro rata of any other sum due but
          unpaid under the Finance Documents (other than any Hedge Agreement);
          and

     (f)  SIXTHLY, in or towards payment pro rata to the Original Hedge
          Counterparty or any other Hedge Counterparty of any sums owing to it
          under any Hedge Agreement.

30.5.2 The Agent shall, if so directed by the Majority Lenders, vary the order
     set out in paragraphs (b) to (f) of clause 30.5.1.

30.5.3 Clauses 30.5.1 and 30.5.2 will override any appropriation made by an
     Obligor.

30.6 NO SET-OFF BY OBLIGORS

     All payments to be made by an Obligor under the Finance Documents shall be
     calculated and be made without (and free and clear of any deduction for)
     set-off or counterclaim.

30.7 BUSINESS DAYS

30.7.1 Any payment which is due to be made on a day that is not a Business Day
     shall be made on the next Business Day in the same calendar month (if there
     is one) or the preceding Business Day (if there is not).

30.7.2 During any extension of the due date for payment of any principal or
     Unpaid Sum under this Agreement interest is payable on the principal or
     Unpaid Sum at the rate payable on the original due date.

30.8 CURRENCY OF ACCOUNT

30.8.1 Subject to clauses 30.8.2 to 30.8.5, the dollar is the currency of
     account and payment for any sum due from an Obligor under any Finance
     Document.

30.8.2 A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum
     shall be made in the currency in which that Loan or Unpaid Sum is
     denominated on its due date.

30.8.3 Each payment of interest shall be made in the currency in which the sum
     in respect of which the interest is payable was denominated when that
     interest accrued.

30.8.4 Each payment in respect of costs, expenses or Taxes shall be made in the
     currency in which the costs, expenses or Taxes are incurred.

30.8.5 Any amount expressed to be payable in a currency other than the dollar
     shall be paid in that other currency.

30.9 CHANGE OF CURRENCY

30.9.1 Unless otherwise prohibited by law, if more than one currency or currency
     unit are at the same time recognised by the central bank of any country as
     the lawful currency of that country, then:

     (a)  any reference in the Finance Documents to, and any obligations arising
          under the Finance Documents in, the currency of that country shall be
          translated into, or paid in, the currency or currency unit of that
          country designated by the Agent (after consultation with the
          Borrower); and

     (b)  any translation from one currency or currency unit to another shall be
          at the official rate of exchange recognised by the central bank for
          the conversion of that currency or currency unit into the other,
          rounded up or down by the Agent (acting reasonably).


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30.9.2 If a change in any currency of a country occurs, this Agreement will, to
     the extent the Agent (acting reasonably and after consultation with the
     Borrower) specifies to be necessary, be amended to comply with any
     generally accepted conventions and market practice in the Relevant
     Interbank Market and otherwise to reflect the change in currency.

31   SET-OFF

     A Finance Party may set off any matured obligation due from an Obligor
     under the Finance Documents (to the extent beneficially owned by that
     Finance Party) against any matured obligation owed by that Finance Party to
     that Obligor, regardless of the place of payment, booking branch or
     currency of either obligation. If the obligations are in different
     currencies, the Finance Party may convert either obligation at a market
     rate of exchange in its usual course of business for the purpose of the
     set-off.

32   NOTICES

32.1 COMMUNICATIONS IN WRITING

     Any communication to be made under or in connection with the Finance
     Documents shall be made in writing and, unless otherwise stated, may be
     made by fax or registered letter.

32.2 ADDRESSES

     The address and fax number (and the department or officer, if any, for
     whose attention the communication is to be made) of each party for any
     communication or document to be made or delivered under or in connection
     with the Finance Documents is:

32.2.1 in the case of the Borrower, that identified with its name below;

32.2.2 in the case of each Lender or any other Obligor, that notified in writing
     to the Agent on or prior to the date on which it becomes a party; and

32.2.3 in the case of the Agent or the Security Agent, that identified with its
     name below,

     or any substitute address, fax number or department or officer as the party
     may notify to the Agent (or the Agent may notify to the other parties, if a
     change is made by the Agent) by not less than five Business Days' notice.

32.3 DELIVERY

32.3.1 Any communication or document made or delivered by one person to another
     under or in connection with the Finance Documents will only be effective:

     (a)  if by way of fax, when received in legible form; or

     (b)  if by way of registered letter, when it has been left at the relevant
          address or five Business Days after being deposited in the post
          postage prepaid in an envelope addressed to it at that address,

     and, if a particular department or officer is specified as part of its
     address details provided under clause 32.2 (Addresses), if addressed to
     that department or officer.

32.3.2 Any communication or document to be made or delivered to the Agent or the
     Security Agent will be effective only when actually received by the Agent
     or Security Agent and then only if it is expressly marked for the attention
     of the department or officer identified with the Agent's or Security
     Agent's signature below (or any substitute department or officer as the
     Agent or Security Agent shall specify for this purpose).

32.3.3 All notices from or to an Obligor shall be sent through the Agent.

32.3.4 Any communication or document made or delivered to the Borrower in
     accordance with this clause 32.3 will be deemed to have been made or
     delivered to each of the Obligors.


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32.4 NOTIFICATION OF ADDRESS AND FAX NUMBER

     Promptly upon receipt of notification of an address or fax number or change
     of address or fax number pursuant to clause 32.2 (Addresses) or changing
     its own address or fax number, the Agent shall notify the other Parties.

32.5 ELECTRONIC COMMUNICATION

32.5.1 Any communication to be made between the Agent or the Security Agent and
     a Lender under or in connection with the Finance Documents may be made by
     electronic mail or other electronic means, if the Agent, the Security Agent
     and the relevant Lender:

     (a)  agree that, unless and until notified to the contrary, this is to be
          an accepted form of communication;

     (b)  notify each other in writing of their electronic mail address and/or
          any other information required to enable the sending and receipt of
          information by that means; and

     (c)  notify each other of any change to their address or any other such
          information supplied by them.

32.5.2 Any electronic communication made between the Agent and a Lender or the
     Security Agent will be effective only when actually received in readable
     form and in the case of any electronic communication made by a Lender to
     the Agent or the Security Agent only if it is addressed in such a manner as
     the Agent or Security Agent shall specify for this purpose.

32.6 USE OF WEBSITES

32.6.1 The Borrower may satisfy its obligation under this Agreement to deliver
     any information in relation to those Lenders (the "WEBSITE LENDERS") who
     accept this method of communication by posting this information onto an
     electronic website designated by the Borrower and the Agent (the
     "DESIGNATED WEBSITE") if:

     (a)  the Agent expressly agrees (after consultation with each of the
          Lenders) that it will accept communication of the information by this
          method;

     (b)  both the Borrower and the Agent are aware of the address of and any
          relevant password specifications for the Designated Website; and

     (c)  the information is in a format previously agreed between the Borrower
          and the Agent.

     If any Lender (a "PAPER FORM LENDER") does not agree to the delivery of
     information electronically then the Agent shall notify the Borrower
     accordingly and the Borrower shall at its own cost supply the information
     to the Agent (in sufficient copies for each Paper Form Lender) in paper
     form. In any event the Borrower shall at its own cost supply the Agent with
     at least one copy in paper form of any information required to be provided
     by it.

32.6.2 The Agent shall supply each Website Lender with the address of and any
     relevant password specifications for the Designated Website following
     designation of that website by the Borrower and the Agent.

32.6.3 The Borrower shall promptly upon becoming aware of its occurrence notify
     the Agent if:

     (a)  the Designated Website cannot be accessed due to technical failure;

     (b)  the password specifications for the Designated Website change;

     (c)  any new information which is required to be provided under this
          Agreement is posted onto the Designated Website;

     (d)  any existing information which has been provided under this Agreement
          and posted onto the Designated Website is amended; or


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     (e)  the Borrower becomes aware that the Designated Website or any
          information posted onto the Designated Website is or has been infected
          by any electronic virus or similar software.

     If the Borrower notifies the Agent under paragraphs (a) or (e) above, all
     information to be provided by the Borrower under this Agreement after the
     date of that notice shall be supplied in paper form unless and until the
     Agent and each Website Lender is satisfied that the circumstances giving
     rise to the notification are no longer continuing.

32.6.4 Any Website Lender may request, through the Agent, one paper copy of any
     information required to be provided under this Agreement which is posted
     onto the Designated Website. The Borrower shall at its own cost comply with
     any such request within ten Business Days.

32.7 ENGLISH LANGUAGE

32.7.1 Any notice given under or in connection with any Finance Document must be
     in English.

32.7.2 All other documents provided under or in connection with any Finance
     Document must be:

     (a)  in English; or

     (b)  if not in English, and if so required by the Agent, accompanied by a
          certified English translation and, in this case, the English
          translation will prevail unless the document is a constitutional,
          statutory or other official document.

32.8 NO PERSONAL LIABILITY

     If an individual signs a certificate on behalf of any member of the Group
     and the certificate proves to be incorrect, the individual will incur no
     personal liability as a result, unless the individual acted fraudulently in
     giving the certificate. In this case any liability of the individual will
     be determined in accordance with applicable law.

33   CALCULATIONS AND CERTIFICATES

33.1 FINANCE PARTY ACCOUNTS

     In any litigation or arbitration proceedings arising out of or in
     connection with a Finance Document, the entries made in the accounts
     maintained by a Finance Party are prima facie evidence of the matters to
     which they relate.

33.2 CERTIFICATES AND DETERMINATIONS

     Any certification or determination by a Finance Party of a rate or amount
     under any Finance Document is, in the absence of manifest error, conclusive
     evidence of the matters to which it relates.

33.3 DAY COUNT CONVENTION

     Any interest, commission or fee accruing under a Finance Document will
     accrue from day to day and is calculated on the basis of the actual number
     of days elapsed and a year of 360 days or, in any case where the practice
     in the Relevant Interbank Market differs, in accordance with that market
     practice.

34   PARTIAL INVALIDITY

     If, at any time, any provision of the Finance Documents is or becomes
     illegal, invalid or unenforceable in any respect under any law of any
     jurisdiction, neither the legality, validity or enforceability of the
     remaining provisions nor the legality, validity or enforceability of such
     provision under the law of any other jurisdiction will in any way be
     affected or impaired.

35   REMEDIES AND WAIVERS

     No failure to exercise, nor any delay in exercising, on the part of any
     Finance Party or Secured Party, any right or remedy under the Finance
     Documents shall operate as a waiver, nor shall any single or


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     partial exercise of any right or remedy prevent any further or other
     exercise or the exercise of any other right or remedy. The rights and
     remedies provided in this Agreement are cumulative and not exclusive of any
     rights or remedies provided by law.

36   AMENDMENTS AND WAIVERS

36.1 REQUIRED CONSENTS

36.1.1 Subject to clause 36.2 (Exceptions) any term of this Agreement may be
     amended or waived only with the consent of the Majority Lenders and the
     Borrower and any such amendment or waiver will be binding on all Parties.

36.1.2 The Agent may (or in the case of Transaction Security Documents, instruct
     the Security Agent to) effect, on behalf of any Finance Party, any
     amendment or waiver permitted by this clause 36.

36.2 EXCEPTIONS

36.2.1 An amendment or waiver that has the effect of changing or which relates
     to:

     (a)  the definition of "Majority Lenders" in clause 1.1 (Definitions);

     (b)  an extension to the date of payment of any amount under the Finance
          Documents;

     (c)  a reduction in the Margin or a reduction in the amount of any payment
          of principal, interest, fees or commission payable;

     (d)  a change in currency of payment of any amount under the Finance
          Documents;

     (e)  an increase in or an extension of any Commitment or the Total
          Commitments;

     (f)  release of any Security Provider other than in accordance with clause
          26 (Matters concerning the Obligors);

     (g)  any provision which expressly requires the consent of all the Lenders;

     (h)  clause 2.2 (Finance Parties' rights and obligations), clause 8
          (Mandatory Prepayment), clause 25 (Changes to the Lenders) or this
          clause 36;

     (i)  the nature or scope of the Charged Property (other than resulting from
          a Permitted Disposal or Permitted Transaction or Third Party Disposal
          (as defined in clause 26.3 (Resignation of a Security Provider)) or
          resulting from the enforcement of the Transaction Security Documents)
          or the manner in which the proceeds of enforcement of the Transaction
          Security are distributed;

     (j)  the release of any Transaction Security unless (i) permitted or
          required under this Agreement or any other Finance Document, (ii)
          pursuant to or in connection with any enforcement of the Transaction
          Security Documents including, pursuant to clause 27.29 (Release to
          facilitate enforcement and realisation) or (iii) relating to a sale or
          disposal of an asset which is the subject of the Transaction Security
          where such sale or disposal is a Permitted Disposal or Permitted
          Transaction or Third Party Disposal (as defined in clause 26.3
          (Resignation of a Security Provider)) or is otherwise expressly
          permitted under this Agreement or any other Finance Document,

     shall not be made without the prior written consent of all the Lenders.

36.2.2 An amendment or waiver which relates to the rights or obligations of the
     Agent, the Arranger or the Security Agent in each case in its capacity as
     such may not be effected without the consent of the Agent, the Arranger or
     the Security Agent.

36.2.3 Without prejudice to clause 26.4 (Resignation and release of security on
     disposal) where any asset that is permitted to be disposed of by this
     Agreement is subject to a specific Security created by any Transaction
     Security Document, the consent of the Agent and/or the Security Agent (but


                                       145



     without prejudice to any other requisite consent requirement) shall not be
     refused provided that no Default shall have occurred and be continuing (and
     the Agent is irrevocably authorised by the Finance Parties to grant such
     consent or, as appropriate, to instruct the Security Agent to grant such
     consent or to direct such consent and the Security Agent and any other
     relevant Secured Party may, at the cost and request of the Borrower, do
     everything it considers necessary to release those assets from the
     Transaction Security without, in any case, reference to them) and to the
     extent required, hereby released from the restriction of section 181 of the
     German Civil Code (BGB).

36.2.4 Notwithstanding clauses 36.2.1 to 36.2.3, the Agent may make technical
     amendments to the Finance Documents arising out of manifest errors on the
     face of the Finance Documents, where such amendments would not prejudice or
     otherwise be adverse to the interests of any Finance Party without any
     reference or consent of the Finance Parties.

37   COUNTERPARTS

     Each Finance Document may be executed in any number of counterparts, and
     this has the same effect as if the signatures on the counterparts were on a
     single copy of the Finance Document.

38   PUBLICITY

     The Borrower and all other Parties agree to any reasonable request by the
     Arranger to publicise, and for the Arranger to be included in all publicity
     relating to, the Acquisition.

39   PATRIOT ACT NOTICE

     Each Lender and the Agent (for itself and not on behalf of any Lender)
     hereby notifies the Borrower that, pursuant to the requirements of the
     Patriot Act, it is required to obtain, verify and record information that
     identifies the Borrower and its Subsidiaries, which information includes
     the name and address of the Borrower and its Subsidiaries and other
     information that will allow the Agent and each Lender to identify the
     Borrower and its Subsidiaries in accordance with the Patriot Act, and the
     Borrower agrees to provide such information from time to time to the Agent
     or any Lender upon reasonable request to the extent such information is not
     accessible by the relevant Lender or the Agent.


                                       146



                    SECTION 12: GOVERNING LAW AND ENFORCEMENT

40   GOVERNING LAW

     This Agreement is governed by English law.

41   JURISDICTION

41.1 The courts of England have exclusive jurisdiction to settle any dispute
     arising out of or in connection with this Agreement (including a dispute
     regarding the existence, validity or termination of this Agreement) (a
     "DISPUTE").

41.2 The Parties agree that the courts of England are the most appropriate and
     convenient courts to settle Disputes and accordingly no Party will argue to
     the contrary.

41.3 This clause 41 is for the benefit of the Finance Parties and Secured
     Parties only. As a result, no Finance Party or Secured Party shall be
     prevented from taking proceedings relating to a Dispute in any other courts
     with jurisdiction. To the extent allowed by law, the Finance Parties and
     Secured Parties may take concurrent proceedings in any number of
     jurisdictions.

42   SERVICE OF PROCESS

42.1 Without prejudice to any other mode of service allowed under any relevant
     law, the Borrower:

42.1.1 irrevocably appoints and undertakes to procure that each Obligor appoints
     Holman, Fenwick & Willan (Marlow House, Lloyd's Avenue, London EC3N 3AL) as
     its agent for service of process in relation to any proceedings before the
     English courts in connection with any Finance Document; and

42.1.2 agrees that failure by a process agent to notify it or any relevant
     Obligor of the process will not invalidate the proceedings concerned.

42.2 If any person appointed as process agent is unable for any reason to act as
     agent for service of process, the Borrower (on behalf of all the Obligors)
     must immediately (and in any event within ten days of such event taking
     place) appoint another agent on terms acceptable to the Agent. Failing
     this, the Agent may appoint another agent for this purpose.

     This Agreement has been entered into on the date stated at the beginning of
     this Agreement.


                                       147



                                   SCHEDULE 1

                              THE ORIGINAL PARTIES

                                     PART I
                              THE ORIGINAL OBLIGORS



                                             JURISDICTION
NAME OF BORROWER                           OF INCORPORATION    CORPORATION NUMBER                ADDRESS
----------------------------------------   ----------------   -------------------   ----------------------------------

Navios Maritime Holdings Inc.              Marshall Islands          8116            Trust Company Complex, Ajeltake
                                                                                     Road, Ajeltake Island, Majuro,
                                                                                        MH96960, Marshall Islands

                                                                                    Attention: chief executive officer




                                                                REGISTRATION OR
                                                              CORPORATION NUMBER
                                             JURISDICTION          (OR OTHER
NAME OF ORIGINAL SECURITY PROVIDER         OF INCORPORATION   EQUIVALENT, IF ANY)                 ADDRESS
----------------------------------------   ----------------   -------------------   ----------------------------------

Achilles Shipping Corporation              Marshall Islands           9882           Trust Company Complex, Ajeltake
                                                                                     Road, Ajeltake Island, Majuro,
                                                                                        MH96960, Marshall Islands

Alegria Shipping Corporation               Marshall Islands           17033          Trust Company Complex, Ajeltake
                                                                                     Road, Ajeltake Island, Majuro,
                                                                                        MH96960, Marshall Islands

Anemos Maritime Holdings Inc.              Marshall Islands           9902           Trust Company Complex, Ajeltake
                                                                                     Road, Ajeltake Island, Majuro,
                                                                                        MH96960, Marshall Islands

Apollon Shipping Corporation               Marshall Islands           9339           Trust Company Complex, Ajeltake
                                                                                     Road, Ajeltake Island, Majuro,
                                                                                        MH96960, Marshall Islands

Arc Shipping Corporation                   Marshall Islands           16401          Trust Company Complex, Ajeltake
                                                                                     Road, Ajeltake Island, Majuro,
                                                                                        MH96960, Marshall Islands



                                       148



SIGNATURES

THE BORROWER

NAVIOS MARITIME HOLDINGS INC.

By:          /s/ Vasiliki Papaefthymiou, Attorney-in-fact

Address:     c/o Navios ShipManagement Inc.
             143-145 Notara Street
             185 36 Piraeus
             Greece

Fax:         +30 210 45 31 984

THE ARRANGER

HSH NORDBANK AG

By:          /s/ Yianni Cheilas, Attorney-in-fact

Address:     Gerhart-Hauptmann-Platz 50
             20095 Hamburg

Fax:         +49 40 3333 34118

Attention:   Shipping; Greek Clients

THE AGENT

HSH NORDBANK AG

By:          /s/ Yianni Cheilas, Attorney-in-fact

Address:     Gerhart-Hauptmann-Platz 50
             20095 Hamburg

Fax:         +49 40 3333 34118

Attention:   Shipping; Greek Clients

THE SECURITY AGENT

HSH NORDBANK AG

By:          /s/ Yianni Cheilas, Attorney-in-fact

Address:     Gerhart-Hauptmann-Platz 50
             20095 Hamburg

Fax:         +49 40 3333 34118

Attention:   Shipping; Greek Clients


                                      187



ORIGINAL HEDGE COUNTERPARTY

HSH NORDBANK AG

By:          /s/ Yianni Cheilas, Attorney-in-fact

Address:     Gerhart-Hauptmann-Platz 50
             20095 Hamburg

Fax:         +49 40 3333 34118

Attention:   Shipping; Greek Clients

THE LENDERS

HSH NORDBANK AG

By:          /s/ Yianni Cheilas, Attorney-in-fact

Address:     Gerhart-Hauptmann-Platz 50
             20095 Hamburg

Fax:         +49 40 3333 34118

Attention:   Shipping; Greek Clients





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