Exhibit 4.4

Private & Confidential

                             Dated November 1, 2005
            --------------------------------------------------------

                                 TOP TANKERS INC.                 (1)

                                       and

                          THE ROYAL BANK OF SCOTLAND plc          (2)

            --------------------------------------------------------

                              FACILITIES AGREEMENT
                        for a US$195,656,899.82 Term Loan
                                       and
                   a US$350,000,000 Revolving Credit Facility

            --------------------------------------------------------

                                                                     NORTON ROSE
<PAGE>

                                    Contents
Clause                                                                      Page

1      Purpose and definitions ................................................1

2      The Facilities ........................................................14

3      Interest and Interest Periods .........................................17

4      Repayment, prepayment and reborrowinq .................................20

5      Commitment commission, fees and expenses ..............................24

6      Payments and taxes; accounts and calculations .........................25

7      Representations and warranties ........................................26

8      Undertakings ..........................................................31

9      Conditions.............................................................43

10     Events of Default......................................................44

11     Indemnities ...........................................................48

12     Unlawfulness and increased costs ......................................49

13     Security and set-off ..................................................50

14     Accounts ..............................................................51

15     Assignment, transfer and lending office ...............................53

16     Notices and other matters .............................................54

17     Governing law and jurisdiction ........................................55

Schedule 1 Part 1 - Initial Ships ............................................56
       Part 1 - Initial Ships ................................................56
       Part 2 - Additional Ship Selection Criteria ...........................58
       Part 3 - Maximum amount of Infra-Group Loan per Initial Ship ..........59
       Part 4 - Details of Initial Owners ....................................60

Schedule 2 Form of Drawdown Notice ...........................................61

Schedule 3 Documents and evidence required as conditions
       precedent to the Commitment ...........................................62

Schedule 4 Additional Cost ...................................................71

Schedule 5 Form of Compliance Certificate ....................................72

Schedule 6 Master Swap Agreement and Novation Agreement ......................73

Schedule 7 Form of Master Swap Agreement Security Deed .......................74

Schedule 8 Form of Intra-Group Loan Agreements ...............................75

Schedule 9 Form of Assignment of Intra-Group Loan Agreements .................76

Schedule 10 Form of Owner's Guarantee ........................................77

Schedule 11 Forms of Mortgages ...............................................78
       Part 1 - Form of Cyprus Mortgage ......................................78
       Part 2 - Form of Liberian/Marshall Islands Mortgage ...................79

Schedule 12 Form of Deed of Covenant .........................................80

Schedule 13 Forms of General Assignments .....................................81
       Part 1 - Form of Cyprus General Assignment ............................81
       Part 2 - Form of Liberian/Marshall Island General Assignment ..........82

Schedule 14 Form of Operating Accounts Charge ................................83

Schedule 15 Form of Manager's Undertakinq ....................................84

<PAGE>

THIS AGREEMENT is dated November 1, 2005 and made BETWEEN:

(1)     TOP TANKERS INC. as borrower (the "Borrower"); and

(2)     THE ROYAL BANK OF SCOTLAND plc as bank (the "Bank").

IT IS AGREED as follows:

1       Purpose and definitions

1.1     Purpose

        This Agreement sets out the terms and conditions upon and subject to
        which the Bank agrees to make available to the Borrower (i) a term loan
        facility of up to one hundred and ninety five million six hundred and
        fifty six thousand eight hundred and ninety nine Dollars and eighty two
        cents ($195,656,899.82) which is to be applied by the Borrower in making
        available to the relevant Initial Owners intra-group loans under
        Intra-Group Loan Agreements to assist in refinancing part of the
        existing indebtedness on the Initial Ships and (ii) a revolving credit
        facility of up to three hundred and fifty million dollars ($350,000,000)
        which is to be applied by the Borrower (a) to the extent of one hundred
        and forty four million Dollars ($144,000,000) in making available to the
        relevant Initial Owners intra-group loans under Intra-Group Loan
        Agreements to assist in refinancing part of the existing indebtedness of
        the Initial Ships and (b) any balance from time to time in making
        available to the Additional Owners intra-group loans under Intra-Group
        Loan Agreements to allow the Additional Owners to finance part of the
        purchase price of the Additional Ships and Expected Project Costs in
        accordance with the Additional Ship Selection Criteria.

1.2     Definitions

        In this Agreement, unless the context otherwise requires:

        "Additional Cost" means in relation to any period a percentage
        calculated for such period at an annual rate determined by the
        application of the formula set out in Schedule 4; "Additional Cost Rate"
        has the meaning given to it in Schedule 4;

        "Additional Owner" means any company incorporated in a jurisdiction,
        capitalised, structured and managed in a manner acceptable to the Bank
        in its sole discretion which becomes the owner of an Additional Ship;

        "Additional Ship Selection Criteria" means, in relation to an Additional
        Ship, the selection criteria for such Additional Ship set out in Part 2
        of Schedule 1 or such other criteria for an Additional Ship which are
        approved by the Bank at the request of the Borrower from time to time;

        "Additional Ships" means the additional ships which meet the Additional
        Ship Selection Criteria purchased or (as the context may require) to be
        purchased by an Additional Owner with the prior written approval of the
        Bank and "Additional Ship" means any of them;

        "Advance" means each borrowing or, in the case of Facility B,
        re-borrowing of a proportion of the Commitment by the Borrower (whether
        being an Advance constituting Facility A or forming part of Facility B)
        or, as the context may require, the principal amount of such borrowing
        for the time being outstanding and "Advances" means all of them;

        "Approved Shipbrokers" means Braemar Seascope Ltd, Clarksons, Fearnleys
        AS or any other independent firm or firms of shipbrokers appointed by
        the Bank and "Approved Shipbroker" means any of them;

        "Assignee" has the meaning ascribed thereto in clause 15.3;

        "Assignment of Intra-Group Loan Agreements" means the assignment
        executed or (as the context may require) to be executed by the Borrower
        in favour of the Bank in the form set out in Schedule 9;

        "Bank" means The Royal Bank of Scotland plc whose registered office is
        at 36 St. Andrew Square, Edinburgh EH2 2YB, Scotland acting for the
        purposes of this Agreement through its office at the Shipping Business
        Centre, 5-10 Great Tower Street, London EC3P 3HX, England (or of such
        other address as may last have been notified to the Borrower pursuant to
        clause 15.6) and includes its successors in title and permitted
        assignees and transferees;

        "Banking Day" means a day on which dealings in deposits in Dollars are
        carried on in the London Interbank Eurocurrency Market and (other than
        Saturday or Sunday) on which banks are open for business in London and
        New York City (or any other relevant place of payment under clause 6);

        "Borrowed Money" means Indebtedness in respect of (i) money borrowed or
        raised and debit balances at banks, (ii) any bond, note, loan stock,
        debenture or similar debt instrument, (iii) acceptance or documentary
        credit facilities, (iv) receivables sold or discounted (otherwise than
        on a non-recourse basis), (v) deferred payments for assets or services
        acquired, (vi) finance leases and hire purchase contracts, (vii) swaps,
        forward exchange contracts, futures and other derivatives, (viii) any
        other transaction (including without limitation forward sale or purchase
        agreements) having the commercial effect of a borrowing or raising of
        money or of any of (ii) to (vii) above and (ix) guarantees in respect of
        Indebtedness of any person falling within any of (i) to (viii) above;

        "Borrower" means Top Tankers Inc. a corporation incorporated in the
        Marshall Islands with its principal place of business at 109-111
        Messogion Ave., Politia Centre, Building C1, 2nd Floor, Athens 11526,
        Greece and includes its successors in title; "Borrower's Group" means
        the Borrower and its Related Companies;

        "Borrower's Security Documents" means, at any relevant time, such of the
        Security Documents as shall have been executed by the Borrower at such
        time;

        "Builder" means, in relation to an Additional Ship which is a
        newbuilding, the builder of that Additional Ship and includes its
        successors in title and "Builders" shall be construed accordingly;

        "Classification" means:

        (a)     in relation to an Initial Ship, the classification set out in
                Part 1 of Schedule 1; and

        (b)     in relation to any Additional Ship, the highest class available
                to vessels of its type with the relevant Classification Society,

        or, in each case, such other classification as the Bank shall, at the
        request of the Borrower, have agreed in writing shall be treated as the
        Classification in relation to such Ship for the purposes of the Security
        Documents;

        "Classification Society" means:

        (a)     in relation to an Initial Ship, the classification society set
                out in Part 1 of Schedule 1; and

        (b)     in relation to any Additional Ship, a classification society
                which is a member of the International Association of
                Classification Societies,

        or, in each case, such other classification society which the Bank
        shall, at the request of the Borrower, have agreed in writing shall be
        treated as the Classification Society in relation to such Ship for the
        purposes of the Security Documents;

        "Commercial Manager" means Top Tanker Management Inc. with its
        registered address at Trust Company Complex, Ajeltake Road, Ajeltake
        Island, Majuro, Marshall Islands MH96960 or BD any other person
        appointed by the Borrower, with the prior written consent of the Bank,
        as the commercial manager of the Ships and includes its successors in
        title and assignees;

        "Committed Facility B Amount" means that part of the Total Facility B
        Commitment that shall have been made available by the Bank to the
        Borrower either as the Initial Revolving Amount or as an Advance to
        acquire Additional Ship(s) as the same may be reduced on each Reduction
        Date and as advised by the Bank to the Borrower from time to time;

        "Commitment" means the aggregate of the Total Facility A Commitments and
        the Total Facility B Commitments, being in total five hundred and forty
        five million six hundred and fifty six thousand eight hundred and ninety
        nine Dollars and eighty two cents ($545,656,899.82) at the date of this
        Agreement;

        "Compliance Certificate" means each certificate received by the Bank
        from the Borrower pursuant to clause 8.1.6 substantially in the form set
        out in Schedule 5 confirming compliance by the Borrower of the financial
        covenants contained at clause 8.5 of this Agreement and duly signed by
        an authorised signatory of the Borrower;

        "Compulsory Acquisition" means requisition for title or other compulsory
        acquisition, requisition, appropriation, expropriation, deprivation,
        forfeiture or confiscation for any reason of a Ship by any Government
        Entity or other competent authority, whether de jure or de facto, but
        shall exclude requisition for use or hire not involving requisition of
        title; "Contract" means:

        (a)     in relation to any second-hand Additional Ship, the memorandum
                of agreement or other contract for the sale and purchase of such
                Ship (to be in a form and substance satisfactory to the Bank)
                made or (as the context may require) to be made, between the
                Seller of such Ship and the relevant Owner as buyer of such
                Ship; and

        (b)     in relation to any Additional Ship which is a newbuilding, a
                shipbuilding contract made between the relevant Builder of such
                Additional Ship and the relevant Additional Owner of that
                Additional Ship and/or the relevant Seller of that Additional
                Ship (to be in a form and substance satisfactory to the Bank)
                and as the same may subsequently be supplemented and/or amended,
                and "Contracts" means all of them;

        "Contract Assignment Consent and Acknowledgements" means the
        acknowledgements of notice of, and consent to, the assignment in respect
        of a Contract relative to an Additional Ship which is a newbuilding to
        be given by the relevant Builder, in the form scheduled to the relevant
        Pre-delivery Security Assignment;

        "Contract Instalment Advance" means, in relation to any Additional Ship
        which is a newbuilding, an Advance of Facility B made, or to be made, to
        finance the payment of an instalment of the relevant Contract Price
        falling due before the Delivery Date for that Additional Ship;

        "Contract Price" means in relation to any Additional Ship, the price
        payable by the relevant Owner to the relevant Builder or Seller (as
        appropriate) in accordance with the relevant Contract;

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

        "Credit Support Provider" means any person defined as such in the Master
        Swap Agreement pursuant to Section 14 of the Master Swap Agreement;

        "Dauntless" means the vessel m.t. "DAUNTLESS" owned by the Dauntless
        Borrower and registered under Marshall Islands flag under Official
        Number 2308;

        "Dauntless Borrower" means Lefka Shipping Company Limited, a corporation
        incorporated in the Marshall Islands whose registered office is set out
        in Part 4 of Schedule 1 and includes its successors in title;

        "Deeds of Covenant" means, where appropriate, all of the deeds of
        covenant collateral to the Mortgages executed or (as the context may
        require) to be executed by the Owners in favour of the Bank in the form
        set out in Schedule 12 and "Deed of Covenant" means any of them;

        "Default" means any Event of Default or any event or circumstance which
        with the giving of notice or lapse of time or the satisfaction of any
        other condition (or any combination thereof) would constitute an Event
        of Default;

        "Delivery" means the delivery of a Ship to, and the acceptance of the
        relevant Ship by the relevant Owner pursuant to the relevant Contract;

        "Delivery Date" means, in relation to each Additional Ship, the date on
        which such Ship is delivered to the relevant Owner in accordance with
        the relevant Contract;

        "Delivery Date Advance" means, in relation to an Additional Ship which
        is a newbuilding, an Advance of Facility B made, or to be made, to
        finance the instalment of the Contract Price falling due on the Delivery
        Date for that Additional Ship;

        "DOC" means a document of compliance issued to the Operator in
        accordance with the ISM Code;

        "Dollars" and "$" mean the lawful currency of the United States of
        America and in respect of all payments to be made under any of the
        Security Documents mean funds which are for same day settlement in the
        New York Clearing House Interbank Payments System (or such other U.S.
        dollar funds as may at the relevant time be customary for the settlement
        of international banking transactions denominated in U.S. dollars);

        "Doubtless" means the vessel m.t. "DOUBTLESS" owned by the Doubtless
        Borrower and registered under the Liberian flag under Official Number
        9363;

        "Doubtless Borrower" means Falakro Shipping Company Limited, a
        corporation incorporated in the Republic of Liberia whose registered
        office is set out in Part 4 of Schedule 1 and includes its successors in
        title;

        "Drawdown Date" means any date, being a Banking Day falling during the
        Drawdown Period, on which an Advance is, or is to be, made; "Drawdown
        Notice" means a notice substantially in the terms of Schedule 2;
        "Drawdown Period" means:

        (a)     in relation to Facility A, the period from and including the
                date of this Agreement and ending on the Termination Date
                relative to Facility A; and

        (b)     in relation to Facility B, the period from and including the
                date of this Agreement and ending on the Termination Date
                relative to Facility B,

        or, in each case, the period ending on such earlier date (if any) on
        which (i) the aggregate of all of the Advances is, in the case of
        Facility A, equal to the Commitment or (ii) the Commitment is reduced to
        zero pursuant to clauses 10.2 or 12;

        "Earnings" means, in relation to each Ship, all moneys whatsoever from
        time to time due or payable to the relevant Owner of such Ship during
        the Security Period arising out of the use or operation of such Ship
        including (but without limiting the generality of the foregoing) all
        freight, hire and passage moneys, income arising out of pooling
        arrangements, compensation payable to the relevant Owner in the event of
        requisition of such Ship for hire, remuneration for salvage or 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 Ship and any sums recoverable under
        any loss of earnings insurance;

        "Encumbrance" means any mortgage, charge (whether fixed or floating),
        pledge, lien, hypothecation, assignment, trust arrangement or security
        interest or other encumbrance of any kind securing any obligation of any
        person or any type of preferential arrangement (including without
        limitation title transfer and/or retention arrangements having a similar
        effect);

        "Endless" means the vessel m.t. "ENDLESS" owned by the Endless Borrower
        and registered under the Marshall Islands flag under Official Number
        2040;

        "Endless Borrower" means Litochoro Shipping Company Limited, a
        corporation incorporated in the Marshall Islands whose registered office
        is set out in Part 4 of Schedule 1 and includes its successors in title;

        "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 Fleet Vessel; or

        (b)     from any other vessel in circumstances where:

                (i)     any Fleet 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 Fleet Vessel may be arrested or attached in
                        connection with any such Environmental Claims;

        "Environmental Laws" means all laws, regulations and conventions
        concerning pollution or protection of human health or the environment;
        "Event of Default" means any of the events or circumstances described in
        clause 10.1;

        "Existing Loan Agreement" means the loan agreement dated 2 February 2005
        (as supplemented and amended from time to time) made between (inter
        alia) the Initial Owners and the Bank in connection with a loan of up to
        four hundred and twenty four million seven hundred and ninety four
        thousand Dollars ($424,794,000);

        "Expected Project Costs" means:

        (a)     in connection with the construction of an Additional Ship, all
                reasonable pre-delivery costs up to the Delivery Date of such
                Additional Ship which have been approved by the Bank in its sole
                discretion;

        (b)     in connection with the acquisition of an Additional Ship from a
                Seller, the deposit payable in respect of such Additional Ship
                pursuant to the relevant Contract in an amount approved by the
                Bank; and

        (c)     all interest paid by the Borrower on the relevant Advance under
                clause 3 of this Agreement up to the Delivery Date of such
                Additional Ship;

        "Facility" means Facility A or Facility B and "Facilities" means both of
        them;

        "Facility A" means the term loan facility made available under this
        Agreement as described in clause 2.3 or the principal amount outstanding
        for the time being under Facility A;

        "Facility B" means the revolving credit facility made available under
        this Agreement as described in clause 2.4 or the principal amount
        outstanding for the time being under Facility B including without
        limitation, any re-borrowing pursuant to clause 4.2.3;

        "Facility B Repayment Amount" means an amount determined by multiplying
        that part of the Loan forming Facility B by the same percentage as the
        Total Facility B Commitment is being reduced on each Reduction Date:

        "Fair Market Value" means, in relation to each Ship, the fair market
        value of such Ship determined in accordance with clause 8.2.2;

        "Faithful' means the vessel m.t. "FAITHFUL" owned by the Faithful
        Borrower and registered under the Marshall Islands flag under Official
        Number 1689;

        "Faithful Borrower" means Gramos Shipping Company Inc., a corporation
        incorporated in the Marshall Islands whose registered office is set out
        in Part 4 of Schedule 1 and includes its successors in title;

        "Faultless" means the vessel m.t. "FAULTLESS" owned by the Faultless
        Borrower and registered under Liberian flag under Official Number 12601;

        "Faultless Borrower" means Parnasos Shipping Company Limited, a
        corporation incorporated in the Republic of Liberia whose registered
        office is set out in Part 4 of Schedule 1 and includes its successors in
        title;

        "Final Reduction Date" means 31 October 2015;

        "Final Repayment Date" means in relation to Facility A 30 November 2012
        and in relation to Facility B 31 October 2015;

        "Flag State" means:

        (a)     in relation to an Initial Ship, the flag state set out in Part 1
                of Schedule 1 or such other state or territory designated in
                writing by the Bank, at the request of the Borrower or an Owner,
                as being the "Flag State" of that Owner's Ship for the purposes
                of the Security Documents; or

        (b)     in relation to an Additional Ship any of the flag states as set
                out in Part 1 of Schedule 1, or such other state or territory
                designated in writing by the Bank, at the request of the
                Borrower or the Owner, as being the "Flag State" of that Owner's
                Ship for the purposes of the Security Documents;

        "Flawless" means the vessel m.t. "FLAWLESS" owned by the Flawless
        Borrower and registered under the Liberian flag under Official Number
        9475;

        "Flawless Borrower" means Pylio Shipping Company Limited, a corporation
        incorporated in the Republic of Liberia whose registered office is set
        out in Part 4 of Schedule 1 and includes its successors in title;

        "Fleet Vessel" means each of the Ships and any other vessel owned,
        operated, managed or crewed by any member of the Borrower's Group;

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

        "General Assignments" means, where appropriate, all of the general
        assignments collateral to the Mortgages executed or (as the context may
        require) to be executed by the Owners in favour of the Bank in the form
        set out in Schedule 13 and "General Assignment" means any of them;

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

        "Indebtedness" means any obligation for the payment or repayment of
        money, whether as principal or as surety and whether present or future,
        actual or contingent;

        "Initial Owners" means, in relation to each Initial Ship, the Owner of
        that Initial Ship set out in Part 1 of Schedule 1 and "Initial Owner"
        means any or all of them;

        "Initial Revolving Amount" means the Advance forming part of Facility B
        of up to one hundred and forty four million Dollars ($144,000,000);

        "Initial Ships" means the initial ships whose names and particulars are
        set out in Part 1 of Schedule 1 and "Initial Ship" means any of them;
        "Interest Payment Date" means the last day of an Interest Period;

        "Interest Period" means, in relation to any Advance, Facility A,
        Facility B or the Loan as the case may be, each period for the
        calculation of interest in respect of such Advance, Facility A, Facility
        B or the Loan ascertained in accordance with clauses 3.2 and 3.3;

        "Intra-Group Loan Agreements" means the loan agreements in a form and
        substance acceptable to the Bank executed or (as the context may
        require) to be executed by the Borrower and each Owner relating to the
        intra-group loan to be made available by the Borrower to each Owner to
        enable each such Owner to finance the acquisition and/or refinancing of
        the relevant Ship in the form set out in Schedule 8 and "Intra-Group
        Loan Agreement" means any of them;

        "ISM Code" means the International Safety 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 Safety of Life at Sea Convention and includes any
        amendments or extensions thereto and any regulation issued pursuant
        thereto;

        "ISPS Code" means the International Ship and Port Facility Security Code
        constituted pursuant to Resolutions A924(22) of the International
        Maritime Organisation and incorporated into the Safety of Life at Sea
        Convention 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;

        "LIBOR" means, in relation to a particular period, the rate determined
        by the Bank to be that at which deposits in Dollars and in an amount
        comparable with the amount in relation to which LIBOR is to be
        determined and for a period equal to the relevant period were being
        offered by the Bank to prime banks in the London Interbank Market at the
        time the rate is fixed in accordance with clauses 3.2 and 3.3 hereof on
        the second Banking Day before the first day of such period, provided
        that if the Borrower shall at any time enter into any Transaction(s)
        under the Master Swap Agreement, LIBOR shall (during the period when any
        such Transaction(s) are effective and for an amount equal to the
        notional amount of such Transaction(s)) be the rate for deposits in
        Dollars for a period equivalent to such period at or about 11 a.m. on
        the second Banking Day before the first day of such period as displayed
        on Telerate page 3750 (British Bankers' Association Interest Settlement
        Rates) (or such other page as may replace such page 3750 on such system
        or on any other system of the information vendor for the time being
        designated by the British Bankers' Association to calculate the BBA
        Interest Settlement Rate (as defined in the British Bankers'
        Association's Recommended Terms and Conditions ("BBAIRS" terms) dated
        August, 1985));

        "Limitless" means the vessel m.t. "LIMITLESS" owned by the Limitless
        Borrower and registered under the Marshall Islands flag under Official
        Number 2034;

        "Limitless Borrower" means Mytikas Shipping Company Limited, a
        corporation incorporated in the Marshall Islands whose registered office
        is set out in Part 4 of Schedule 1 and includes its successors in title;

        "Loan" means the aggregate principal amount owing to the Bank under this
        Agreement at any relevant time whether forming part of Facility A or
        Facility B;

        "Management Agreements" means the agreements executed or (as the context
        may require) to be executed between the relevant Owner and the Manager
        in a form previously approved in writing by the Bank or any other
        agreement previously approved in writing by the Bank between the
        relevant Owner and the Manager providing (inter alia) for the Manager to
        manage the Ships and "Management Agreement" means any of them;

        "Managers" means the Commercial Manager and the Technical Manager and
        "Manager" means either of them;

        "Manager's Undertaking" means an undertaking executed or (as the context
        may require) to be executed by the Commercial Manager and/or the
        Technical Manager in favour of the Bank as a condition precedent to the
        approval of the appointment of the Manager as manager of a Ship, such
        undertaking to be in the form set out in Schedule 15 and "Manager's
        Undertakings" means all of them;

        "Margin" means the margin listed in the following table which shall be
        adjusted at each Margin Set Date:

--------------------------------------------------------------------------------
     Facility              Loan/Security Value              Margin
                                 Ratio
--------------------------------------------------------------------------------
     Facility A                  <60%                        0.875%

--------------------------------------------------------------------------------
     Facility B                  <60%                        0.85%

--------------------------------------------------------------------------------
     Loan                        >60%                        1.0%

--------------------------------------------------------------------------------

        "Margin Set Date" means the initial Drawdown Date, 31 December 2005 and
        each of the dates falling at quarterly intervals thereafter.

        "Master Swap Agreement" means the agreement dated 28 October 2005 as
        amended and novated and made between the Borrower and the Bank or (as
        the context may require) in the form or substantially in the form set
        out in Schedule 6, and any Confirmations (as defined therein)
        supplemental thereto;

        "Master Swap Agreement Security Deed" means the deed executed or (as the
        context may require) to be executed by the Borrower in favour of the
        Bank in the form set out in Error! Reference source not found;

        "month" means a period beginning in one calendar month and ending in the
        next calendar month on the day numerically corresponding to the day of
        the calendar month on which it started, provided that (a) if the period
        started on the last Banking Day in a calendar month or if there is no
        such numerically corresponding day, it shall end on the last Banking Day
        in such next calendar month and (b) if such numerically corresponding
        day is not a Banking Day, the period shall end on the next following
        Banking Day in the same calendar month but if there is no such Banking
        Day it shall end on the preceding Banking Day and "months" and "monthly"
        shall be construed accordingly;

        "Mortgage" means, in relation to each Ship, a first priority statutory
        mortgage or first preferred mortgage of such Ship executed or (as the
        context may require) to be executed by the relevant Owner in favour of
        the Bank in the form set out in Schedule 11 and "Mortgages" means all of
        them;

        "Mortgaged Ship" means, at any relevant time, any Ship which is at such
        time subject to a Mortgage and the Earnings, Insurances and Requisition
        Compensation (as defined in the relevant Ship Security Documents) of
        which are subject to an Encumbrance pursuant to the relevant Security
        Documents and a Ship shall for the purposes of this Agreement be deemed
        to be a Mortgaged Ship as from the date that the Mortgage of that Ship
        shall have been executed and registered in accordance with this
        Agreement until whichever shall be the earlier of (i) the payment in
        full of the amount required to be paid to the Bank pursuant to clause
        4.5 following the sale or Total Loss of such Ship and (ii) the date on
        which all moneys owing under the Security Documents have been repaid in
        full;

        "Noiseless" means the vessel m.t. "NOISELESS" owned by the Noiseless
        Borrower and registered under Marshall Islands flag under Official
        Number 2234;

        "Noiseless Borrower" means Imitos Shipping Company Limited, a
        corporation incorporated in the Marshall Islands whose registered office
        is set out in Part 4 of Schedule 1 and includes its successors in title;

        "Operating Account Charges" the charges of the Operating Accounts
        executed or (as the context may require) to be executed by the Borrower
        and each Owner in favour of the Bank in respect of each Operating
        Account in the form set out in Schedule 14 and "Operating Account
        Charge" means any of them;

        "Operating Accounts" means

        (a)     in relation to an Initial Owner and the Borrower, the accounts
                with account numbers as set out in Part 1 of Schedule 1; and

        (b)     in relation to any Additional Owner, accounts of the Borrower
                and such Owner opened or (as the context may require) to be
                opened by the Borrower and such Owner with the Bank

        and includes any other account designated in writing by the Bank to be
        an Operating Account for the purposes of this Agreement and "Operating
        Account" means any of them;

        "Operator" means any person who is at any time during the Security
        Period concerned in the operation of a Ship and falls within the
        definition of "Company" set out in rule 1.1.2 of the ISM Code;

        "Owners" means the Initial Owners and the Additional Owners and "Owner"
        means any of them;

        "Owner's Guarantee" means, in relation to each Owner, a guarantee issued
        or (as the context may require) to be issued by that Owner in favour of
        the Bank in the form set out in Schedule 10 or in such other form as the
        Bank may from time to time require as (inter alia) security for the Loan
        and "Owner's Guarantees" means all of them;

        "Permitted Encumbrance" means any Encumbrance in favour of the Bank
        created pursuant to the Security Documents and Permitted Liens;

        "Permitted Liens" means 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 for a sum
        not (except with the prior written consent of the Bank) exceeding the
        Casualty Amount (as defined in the Ship Security Documents for such
        Ship);

        "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;

        "Priceless" means the vessel m.t. "PRICELESS" owned by the Priceless
        Borrower and registered under Marshall Islands flag under Official
        Number 1598;

        "Priceless Borrower" means Kisavos Shipping Company Limited, a
        corporation incorporated in the Marshall Islands whose registered office
        is set out in Part 4 of Schedule 1 and includes its successors in title;

        "Pre-delivery Security Assignment" means, in relation to any Additional
        Ship which is a newbuilding, an assignment of the relevant Contract and
        the relevant Refund Guarantee with respect to that Additional Ship
        executed or (as the context may require) to be executed by the relevant
        Owner of that Additional Ship in favour of the Bank in a form and
        substance acceptable to the Bank in its sole discretion and
        "Pre-delivery Assignments" means all of them;

        "Protocol of Delivery and Acceptance" means, in relation to any
        Additional Ship, the protocol of delivery and acceptance to be signed by
        or on behalf of the relevant Seller and the relevant Owner as buyer of
        such Ship evidencing the delivery and acceptance of such Ship pursuant
        to the relevant Contract, such protocol to be in a form satisfactory to
        the Bank;

        "Reduction Date" means in relation to Facility B 30 April 2011 and each
        of the dates falling at six (6) monthly intervals thereafter up to and
        including the Final Reduction Date;

        "Refund Guarantee" means, in relation to any Additional Ship which is a
        newbuilding, the guarantee issued or to be issued by the relevant Refund
        Guarantor in respect of the relevant Builder's obligations under the
        relevant Contract and any further guarantee(s) to be issued by such
        Refund Guarantor in respect of such obligations, pursuant to any
        agreement supplemental to the relevant Contract, and any extensions,
        renewals or replacements thereto or thereof and "Refund Guarantees"
        means all of them;

        "Refund Guarantee Assignment Consent and Acknowledgements" means the
        acknowledgements of notice, and consent to, the assignment in respect of
        any Refund Guarantee to be given by the relevant Refund Guarantor in the
        form scheduled to the relevant Pre-delivery Security Assignment;

        "Refund Guarantor" means, in relation to any Refund Guarantee, the
        refund guarantor stipulated under the relevant Contract and includes its
        successors in title (which shall be acceptable to the Bank in its sole
        discretion) and "Refund Guarantors" shall be construed accordingly;

        "Registry" means the office of the registrar, commissioner or
        representative of the relevant Flag State who is duly authorised and
        empowered to register the relevant Ship, the relevant Owner's title to
        such Ship and the relevant Mortgage under the laws and flag of the
        relevant Flag State through the relevant Registry;

        "Related Company" of a person means any Subsidiary of such person, any
        company or other entity of which such person is a Subsidiary and any
        Subsidiary of any such company or entity;

        "Relevant Jurisdiction" means any jurisdiction in which or where any
        Security Party is incorporated, resident, domiciled, has a permanent
        establishment, carries on, or has a place of business or is otherwise
        effectively connected;

        "Repayment Dates" means (subject to clause 6.3):

        (a)     in relation to Facility A, 30 November 2005 and each of the
                dates falling at six (6) monthly intervals thereafter up to and
                including the Final Repayment Date relative to Facility A; and

        (b)     in relation to Facility B, 30 April 2011 and each of the dates
                falling at six (6) monthly intervals thereafter up to and
                including the Final Repayment Date relative to Facility B.

        "Requisition Compensation" means all sums of money or other compensation
        from time to time payable during the Security Period by reason of the
        Compulsory Acquisition of a Ship;

        "Security Documents" means this Agreement, the Master Swap Agreement,
        the Assignment of the Intra-Group Loan Agreement, the Mortgages, the
        Deeds of Covenant, the General Assignments, the Owner's Guarantees, the
        Operating Account Charges, the Master Swap Agreement Security Deed, the
        Manager's Undertakings, any Pre-Delivery Security Assignment, any
        Contract Assignment Consent and Acknowledgements, any Refund Guarantee
        Assignment Consents and Acknowledgements and any other documents as may
        have been or shall from time to time after the date of this Agreement be
        executed to guarantee and/or secure all or any part of the Loan,
        interest thereon and other moneys from time to time owing by the
        Borrower pursuant to this Agreement (whether or not any such document
        also secures moneys from time to time owing pursuant to any other
        document or agreement) as such document may be supplemented or amended
        from time to time;

        "Security Party" means the Borrower, any Builders, any Refund
        Guarantors, the Owners, the Managers or any other person who may at any
        time be a party to any of the Security Documents (other than the Bank)
        or any of them;

        "Security Period" means the period commencing on the date hereof and
        terminating upon discharge of the security created by the Security
        Documents by payment of all monies payable thereunder;

        "Security Requirement" means, subject to the provisions of clause 4.5,
        the amount in Dollars (as certified by the Bank whose certificate shall,
        in the absence of manifest error, be conclusive and binding on the
        Borrower and the Bank) which is at any relevant time one hundred and
        forty per cent (140%) (or for the purposes of clause 4.5 only one
        hundred and sixty seven per cent (167%)) of (a) the Loan and (b) the
        notional or actual costs as certified by the Bank in its discretion at
        any relevant time of cancelling, netting out, terminating, liquidating,
        transferring or assigning the rights, benefits and obligations created
        by any Transaction or the Master Swap Agreement;

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

        "Seller" means in relation to any Additional Ship the relevant Seller or
        Builder of such Additional Ship "Sellers" means all of them;

        "Shareholders" means in relation to the Borrower, Kingdom Holdings Inc.
        and Sovereign Holdings Inc. each of Trust Company Complex, Ajeltake
        Road, Ajeltake Island, Majuro, the Marshall Islands;

        "Ship Security Documents" means in respect of each Ship the relevant
        Mortgage, the relevant Deed of Covenant and/or General Assignment and
        the relevant Manager's Undertakings and "Ship Security Document" means
        any of them; "Ships" means the Initial Ships and the Additional Ships
        and "Ship" means any of them;

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

        "Soundless" means the vessel m.t. "SOUNDLESS" owned by the Soundless
        Borrower and registered under Marshall Islands flag under Official
        Number 2309;

        "Soundless Borrower" means Agrafa Shipping Company Limited, a
        corporation incorporated in the Marshall Islands whose registered office
        is set out in Part 4 of Schedule 1 and includes its successors in title;

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

        "Spotless" means the vessel m.t. "SPOTLESS" owned by the Spotless
        Borrower and registered under the Liberian flag under Official Number
        9361;

        "Spotless Borrower" means Idi Shipping Company Limited, a corporation
        incorporated in the Republic of Liberia whose registered office is set
        out in Schedule 1 and includes its successors in title;

        "Subsidiary" of a person incorporated outside England and Wales means
        any company or entity directly or indirectly controlled by such person,
        and for this purpose "control" means either the ownership of more than
        fifty per cent (50%) of the voting share capital (or equivalent rights
        of ownership) of such company or entity or the power to direct its
        policies and management, whether by contract or otherwise;

        "Taintless" means the vessel m.t. "TAINTLESS" owned by the Taintless
        Borrower and registered under Marshall Islands flag under Official
        Number 2307;

        "Taintless Borrower" means Giona Shipping Company Limited, a
        'corporation incorporated in the Marshall Islands whose registered
        office is set out in Part 4 of Schedule 1 and includes its successors in
        title;

        "Taxes" includes all present and future taxes, levies, imposts, duties,
        fees or charges of whatever nature together with interest thereon and
        penalties in respect thereof and "Taxation" shall be construed
        accordingly;

        "Technical Manager" means:

        (a)     in relation to Dauntless, Endless, Faithful, Faultless,
                Limitless, Noiseless, Priceless, Taintless and Timeless V.Ships
                Management Limited of Eaglehurst, Belmont Hill, Douglas, Isle of
                Man;

        (b)     in relation to Doubtless, Flawless, Spotless and Vanguard,
                Hanseatic Shipping Co. Ltd of 284, Archbishop Makarios III
                Avenue, Limassol, Cyprus; and

        (c)     in relation to Soundless and Topless, Top Tanker Management Inc.
                with its registered address at Trust Company Complex, Ajeltake
                Road, Ajeltake Island, Majuro, Marshall Islands MH96960,

        or any other person appointed by the Commercial Manager, with the prior
        written consent of the Bank (not to be unreasonably withheld), as the
        technical manager of the Ships and includes its successors in title and
        assignees and "Technical Managers" shall be construed accordingly;

        "Termination Date" means:

        (a)     in relation to Facility A, 14 November 2005; and

        (b)     in relation to Facility B, the earlier of (i) the date which
                falls ten (10) years after the date of this Agreement and (ii)
                the Final Repayment Date;

        "Timeless" means the vessel m.t. "TIMELESS" owned by the Timeless
        Borrower and registered under the Liberian flag under Official Number
        9480;

        "Timeless Borrower" means Taygetus Shipping Company Limited, a
        corporation incorporated in the Republic of Liberia whose registered
        office is set out in Part 4 of Schedule 1 and includes its successors in
        title;

        "Topless" means the vessel m.t. "TOPLESS" owned by the Topless Borrower
        and registered under Marshall Islands flag under Official Number 2310;

        "Topless Borrower" means Agion Oros Shipping Company Limited, a
        corporation incorporated in the Marshall Islands whose registered office
        is set out in Part 4 of Schedule 1 and includes its successors in title;

        "Total Facility A Commitment" means the sum of one hundred and ninety
        five million six hundred and fifty six thousand eight hundred and ninety
        nine Dollars and eighty two cents ($195,656,899.82) at the date of this
        Agreement;

        "Total Facility B Commitment" means the aggregate amount of three
        hundred and fifty million Dollars ($350,000,000) at the date of this
        Agreement as the same may be reduced on each Reduction Date;

        "Total Loss" in relation to a Ship means:

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

        (b)     the Compulsory Acquisition of such Ship; or

        (c)     the hijacking, theft, condemnation, capture, seizure, arrest,
                detention or confiscation of such Ship (other than where the
                same amounts to the Compulsory Acquisition of such Ship) by any
                Government Entity, or by persons acting or purporting to act on
                behalf of any Government Entity, unless such Ship be released
                and restored to the relevant Owner from such hijacking, theft,
                condemnation, capture, seizure, arrest, detention or
                confiscation within fifteen (15) days after the occurrence
                thereof;

        "Transactions" shall have the same meaning as ascribed thereto in the
        Master Swap Agreement;

        "Transferee" has the meaning ascribed thereto in clause 15.4;

        "Underlying Documents" means the Contracts, the Management Agreements
        and the Refund Guarantees; "United Kingdom" means Great Britain and
        Northern Ireland;

        "Vanguard' means the vessel m.t. "VANGUARD" owned by the Vanguard
        Borrower and registered under the Cyprus flag under Official Number
        709465; and

        "Vanguard Borrower" means Pageon Shipping Company Limited, a company
        incorporated in the Republic of Cyprus whose registered office is set
        out in Part 4 of Schedule 1 and includes its successors in title.

1.3     Headings

        Clause headings and the table of contents are inserted for convenience
        of reference only and shall be ignored in the interpretation of this
        Agreement.

1.4     Construction of certain terms In this Agreement, unless the context
        otherwise requires:

1.4.1   references to clauses and Schedules are to be construed as references to
        clauses of, and Schedules to, this Agreement and references to this
        Agreement include its Schedules;

1.4.2   references to (or to any specified provision of) this Agreement or any
        other document shall be construed as references to this Agreement, that
        provision or that document as in force for the time being and as amended
        in accordance with the terms thereof, or, as the case may be, with the
        agreement of the relevant parties;

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

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

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

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

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

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

1.5     Contracts (Rights of Third Parties) Act 1999

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

2       The Facilities

2.1     Agreement to lend

        The Bank, relying upon each of the representations and warranties in
        clause 7, agrees to lend to the Borrower upon and subject to the terms
        of this Agreement:

        (a)     a Dollar term loan facility in an aggregate amount equal to the
                Total Facility A Commitment; and

        (b)     a Dollar revolving credit and term loan facility in an aggregate
                amount equal to the Total Facility B Commitment,

        in the aggregate principal sum of up to five hundred and forty five
        million six hundred and fifty six thousand eight hundred and ninety nine
        Dollars and eighty two cents ($545,656,899.82).

2.2     Drawdown

        Subject to the terms and conditions of this Agreement, each Advance
        thereof shall be made to the Borrower following receipt by the Bank from
        the Borrower of a Drawdown Notice not later than 10 a.m. on the second
        Banking Day before the proposed Drawdown Date relative to such Advance
        which shall be a Banking Day falling within the Drawdown Period on which
        such Advance is intended to be made. A Drawdown Notice shall be
        effective on actual receipt by the Bank and, once given, shall, subject
        as provided in clause 3.6.1, be irrevocable. No Advances shall be
        available after the Termination Date, and subject to the provision of
        this Agreement more than one Advance may be made on the same date.

2.3     Facility A

2.3.1   Facility A shall be made in one Advance on a Banking Day falling within
        the Drawdown Period.

2.3.2   Facility A shall be made available solely for the purpose set out in
        1.1(i).

2.3.3   The Advance constituting Facility A shall be made in accordance with
        clause 6.2 and the maximum amount of such Advance shall be
        $195,656,899.82 or such other amount as may be agreed by the Bank.

2.3.4   The Advance constituting Facility A (together with the Advance
        constituting the Initial Revolving Amount) shall be applied in
        refinancing each Initial Ship in the amount set out alongside that
        Initial Ship in Part 3 of Schedule 1.

2.4     Facility B

2.4.1   Each Advance of Facility B may only be made on Banking Days falling
        during the Drawdown Period and the amount of each Advance of Facility B
        shall, subject to the following provisions of this clause 2.4, be for
        such amount as is specified in the Drawdown Notice of that Advance.

2.4.2   The Initial Revolving Amount of Facility B shall be made available in
        one Advance solely for the purpose set out in 1.1(ii)(a) and shall be
        advanced at the same time as the Advance constituting Facility A and
        shall when aggregated with Facility A refinance the entire amount
        outstanding under the Existing Loan Agreement.

2.4.3   Each Advance of Facility B shall be made solely for the purpose set out
        in clause 1.1(ii).

2.4.4   Each Advance constituting part of Facility B shall be made in accordance
        with clause 6.2 but so that:

        (i)     Facility B shall never exceed $350,000,000; and

        (ii)    the Initial Revolving Amount shall be up to $144,000,000 or such
                other amount as agreed by the Bank.

2.4.5   No part of Facility B (other than the Initial Revolving Amount to be
        made available with the Advance constituting Facility A) shall be made
        available unless the vessel which the relevant Additional Owner intends
        to acquire using the relevant intra-group loan from the Borrower has
        been approved by the Bank in its sole discretion as an Additional Ship,
        which approval may only be granted by the Bank if the relevant vessel
        has met all the Additional Ship Selection Criteria. In relation to the
        acquisition by an Additional Owner of a vessel the Borrower shall be
        required to follow the procedure set out below:

        (a)     if the Borrower wishes to drawdown any part of Facility B the
                Borrower shall first send to the Bank a request (the "Request")
                which shall include the information described below and, if so
                required by the Bank, a copy of the inspection report for the
                relevant vessel;

        (b)     where the Request relates to a second-hand vessel, the Request
                shall include the following information:

                Name of vessel
                Flag
                Official Number
                IMO Number
                Purchase price
                Year built
                Type of vessel
                Gross tonnage/net tonnage
                Deadweight/cubic capacity/TEU of vessel
                Classification Society
                Class
                Seller
                Expected delivery date
                Charter information (if any), including name and credit rating
                (if any) of charterer, charter rate, % commission, period of
                charter, options (if any)
                Typical running costs for this type of vessel
                Next drydock: expected date of drydock and estimated amount
                Date of next special survey
                Requested loan amount
                Lightweight displacement of vessel;

        (c)     where the Request relates to a vessel which is a newbuilding,
                the Request shall include the following information:

                Builder
                Hull No.
                Type of vessel
                Gross tonnage/net tonnage
                Deadweight/cubic capacity/TEU of vessel
                Date of Contract
                Date keel laid
                Original Contract Price
                Purchase price
                Payment terms under Contract
                Seller
                Scheduled delivery date
                Date when Buyer has option to cancel the Contract for excessive
                delay
                Name of Refund Guarantor
                Type of Refund 'Guarantee
                Classification Society
                Class
                Flag on delivery.

2.4.6   With respect to any vessel to be financed under Facility B, the Bank
        will use its best efforts to respond to any Request as soon as possible
        but in any event within five (5) Banking Days of the receipt of the
        Request.

2.4.7   No Advance of Facility B shall:

        (a)     exceed whichever shall be the lesser of (i) the Contract Price
                of the Additional Ship to be financed by way of such Advance of
                Facility B and (ii) the Fair Market Value of the Additional Ship
                to be financed by way of such Advance of Facility B and in the
                case where the Additional Ship is a newbuilding, the Expected
                Project Costs approved by the Bank in its sole discretion; nor

        (b)     be applied in financing any Additional Ship which has not been
                approved by the Bank as an Additional Ship (the "Approval") in
                accordance with clauses 2.4.5 and 2.4.6

2.4.8   In relation to an Additional Ship which is a newbuilding, Contract
        Instalment Advances and a Delivery Date Advance for that Additional Ship
        shall be in sums of up to the amounts set out in the relevant Contract
        and applied in or towards payment of the instalment of the Contract
        Price for that Additional Ship and may be made on any Banking Day
        falling within the Drawdown Period relative to Facility B up to and in
        the case of the Delivery Date Advance upon the Delivery Date for that
        Additional Ship subject to the relevant instalment of the Contract Price
        for that Additional Ship having become due and payable by the relevant
        Owner under such Contract.

2.4.9   Any Advance constituting a Contract Instalment Advance or a Delivery
        Date Advance shall be applied in paying such relevant instalment of the
        relevant Contract Price and shall be paid by the Bank to the relevant
        Builder or, as the case may be, Seller and any Advance which is to be
        applied in meeting Expected Project Costs approved by the Bank in its
        sole discretion shall be paid by the Bank to the credit of the relevant
        Operating Account as appropriate.

2.4.10  Each Advance of Facility B shall be subject to:

        (a)     the ratio of the Loan to the Fair Market Value of all the
                Mortgaged Ships not exceeding 65% both prior to and following
                the drawdown of the relevant Advance of Facility B; and

        (b)     the aggregate of all Advances of Facility B drawndown at any
                relevant time never exceeding the Total Facility B Commitment;
                and

        (c)     the making of such Advance of Facility B not resulting in the
                Security Value being less than the Security Requirement.

        provided that the provisions of sub-clause 2.4.10 shall not apply in the
        case of a re-borrowing of Facility B pursuant to clause 4.2.3.

2.5     Amount of Advance

        The Borrower may not deliver a Drawdown Notice if the amount of the
        relevant Advance is less than $5,000,000.

2.6     Expected Project Costs

        No Advance of Facility B shall constitute Expected Project Costs only.
        Any Drawdown Notices for Advances constituting (in part) Expected
        Project Costs shall be accompanied with invoices or pro-forma estimate
        invoices itemised in a written inventory each in a form and substance
        acceptable to the Bank in its sole discretion certified by an officer of
        the Borrower and presented to the Bank no later than fifteen (15)
        Banking Days before the relevant Drawdown Date.

2.7     Availability

        Upon receipt of a Drawdown Notice complying with the terms of this
        Agreement the Bank shall, subject to the provisions of clause 9, on the
        Drawdown Date for the relevant Advance make such Advance available to
        the Borrower in accordance with clause 6.2. The Borrower acknowledges
        that payment of an Advance to a Seller or any Contract Instalment
        Advance or Delivery Date Advance to a Builder in accordance with clause
        6.2 shall satisfy the obligation of the Bank to lend the corresponding
        portion of the Commitment to the Borrower under this Agreement.

2.8     Termination of Commitment

2.8.1   If the Commitment is not drawn down in full by the end of the Drawdown
        Period, the undrawn Commitment shall thereupon be automatically
        cancelled.

2.8.2   The Borrower shall upon three (3) Banking Days' notice to the Bank be
        entitled to permanently reduce or terminate any undrawn portion of
        Facility B (being five million Dollars ($5,000,000) or any larger sum
        which is an integral multiple of five million Dollars ($5,000,000))
        without premium or penalty.

2.9     Application of proceeds

        Without prejudice to the Borrower's obligations under clause 8.1.3, the
        Bank shall have no responsibility for the application of proceeds of the
        Loan by the Borrower.

3       Interest and Interest Periods

3.1     Normal interest rate

3.1.1   Subject to paragraph (i) of Part 5 of the Schedule to the Master Swap
        Agreement, the Borrower shall pay interest on Facility A, Facility B or,
        as the case may be the Loan in respect of each Interest Period relating
        thereto on each Interest Payment Date (or, in the case of Interest

        Periods of more than three (3) months, by instalments, the first
        instalment three (3) months from the commencement of the Interest Period
        and the subsequent instalments at intervals of three (3) months or, if
        shorter, the period from the date of the preceding instalment until the
        Interest Payment Date relative to such Interest Period) at the rate per
        annum determined by the Bank to be the aggregate of (a) the relevant
        Margin, (b) the Additional Cost and (c) LIBOR for such Interest Period.

3.1.2   For the purposes of this clause 3, the Bank shall on each Margin Set
        Date, following the Bank's determination of the Security Value, which
        determination shall as between the Bank and the Borrower be conclusive,
        advise the Borrower of the Margin payable in respect of Facility A,
        Facility B or, as the case may be, the Loan during each quarter
        commencing from the relevant Margin Set Date.

3.2     Selection of Interest Periods

        Subject to (a) paragraph (i) of Part 5 of the Schedule to the Master
        Swap Agreement and (b) the availability of funds to the Bank in the
        normal course of dealing in the London Interbank Market for an Interest
        Period of the duration requested, the Borrower may by notice received by
        the Bank not later than 11 a.m. on the second Banking Day before the
        beginning of each Interest Period in relation to each Advance or, as the
        case may be Facility A or, as the case may be, Facility B or, as the
        case may be, the Loan specify whether such Interest Period shall have a
        duration of three (3) or six (6) months or such other period as the
        Borrower may select and the Bank may, in its absolute discretion, agree.
        Provided always that if on any date upon which an Interest Period falls
        to be selected by the Borrower pursuant to this clause 3.2, a
        Transaction or Transactions (which is/are effective or which shall
        become effective during the relevant Interest Period) shall have been
        entered into between the Bank and the Borrower pursuant to the Master
        Swap Agreement LIBOR shall during the period of any such Transaction(s)
        and for an amount equal to the notional amount of such Transaction(s) be
        determined by reference to the rate for deposits in Dollars displayed on
        Telerate page 3750 (British Bankers' Association Settlement Rates) in
        accordance with the proviso to the definition of LIBOR. For the
        avoidance of doubt, LIBOR for that Advance or, as the case may be
        Facility A or, as the case may be, Facility B or, as the case may be
        part of the Loan which exceeds the notional amount of the Transaction(s)
        shall be determined by reference to the rate for deposits in Dollars
        referred to in the definition of LIBOR but excluding the proviso to such
        definition.

3.3     Determination of Interest Periods

        Every Interest Period shall be of the duration specified by the Borrower
        pursuant to clause 3.2 but so that:

3.3.1   the initial Interest Period in respect of the Advance constituting
        Facility A and the Advance constituting the Initial Revolving Amount
        shall commence on the date Facility A and the Advance constituting the
        Initial Revolving Amount under the Loan Agreement are made and each
        subsequent Interest Period of Facility A and the Advance constituting
        the Initial Revolving Amount shall commence on the last day of the
        previous Interest Period relating to Facility A and the Advance
        constituting the Initial Revolving Amount;

3.3.2   the initial Interest Period in respect of each Advance of Facility B
        (after the Advance constituting the Initial Revolving Amount) shall
        commence on the date of the making of that Advance and each subsequent
        Interest period of each Advance shall commence on the last day of the
        previous Interest Period relating to that Advance;

3.3.3   if any Interest Period for any Advance and/or Facility A and/or Facility
        B and/or the Loan would otherwise overrun a Final Repayment Date, then,
        in the case of the Final Repayment Date, such Interest Period shall end
        on such Repayment Date, and in the case of any other Repayment Date or
        Repayment Dates (as the case may be) shall be divided into parts so that
        there is one part in the amount of the repayment instalment due on each
        Repayment Date falling during that Interest Period and having an
        Interest Period ending on the relevant Repayment Date and another part
        in the amount of the balance of the relevant Advance and/or Facility A
        and/or Facility B and/or the Loan as the case may be having an Interest
        Period ascertained in accordance with clause 3.2 and the other
        provisions of this clause 3.3;

3.3.4   if the Borrower fails to specify the duration of an Interest Period in
        accordance with the provisions of clause 3.2 and this clause 3.3 such
        Interest Period shall have a duration of three (3) months or such other
        period as shall comply with this clause 3.3;

3.3.5   for the avoidance of doubt, during the currency of any Transaction,
        Interest Periods in respect of each Advance or, as the case may be,
        Facility A or, as the case may be, Facility B or, as the case may be,
        the Loan shall coincide with the payment dates set out in such
        Transaction and the rate of interest shall coincide with the fixed rate
        of interest determined in accordance with such Transaction; and

3.3.6   following consultation with the Borrower the Bank shall be entitled to
        require that the Interest Periods relating to the Loan or any part
        thereof to be consolidated.

3.4     Default interest

        If the Borrower fails to pay any sum (including, without limitation, any
        sum payable pursuant to this clause 3.4) on its due date for payment
        under any of the Security Documents, the Borrower shall pay interest on
        such sum on demand from the due date up to the date of actual payment
        (as well after as before judgment) at a rate determined by the Bank
        pursuant to this clause 3.4. The period beginning on such due date and
        ending on such date of payment shall be divided into successive periods
        of not more than three (3) months as selected by the Bank each of which
        (other than the first, which shall commence on such due date) shall
        commence on the last day of the preceding such period. The rate of
        interest applicable to each such period shall be the aggregate (as
        determined by the Bank) of (a) two per cent (2%) per annum, (b) the
        relevant Margin (c) the Additional Cost and (d) LIBOR for such period.
        Such interest shall be due and payable on the last day of each such
        period as determined by the Bank and each such day shall, for the
        purposes of this Agreement, be treated as an Interest Payment Date,
        provided that if such unpaid sum is an amount of principal which become
        due and payable by reason of a declaration by the Bank under clause
        10.2.2 or a prepayment pursuant to clauses 4.3, 4.4, 4.5, 8.2 or 12.1,
        on a date other than an Interest Payment Date relating thereto, the
        first such period selected by the Bank shall be of a duration equal to
        the period between the due date of such principal sum and such Interest
        Payment Date and interest shall be payable on such principal sum during
        such period at a rate two per cent (2%) above the rate applicable
        thereto immediately before it shall have become so due and payable. If,
        for the reasons specified in clause 3.6.1, the Bank is unable to
        determine a rate in accordance with the foregoing provisions of this
        clause 3.4, interest on any sum not paid on its due date for payment
        shall be calculated at a rate determined by the Bank to be two per cent
        (2%) per annum above the aggregate of the relevant Margin and the cost
        of funds (including Additional Cost) to the Bank.

3.5     Notification of Interest Periods and interest rate

        The Bank shall notify the Borrower promptly of the duration of each
        Interest Period and of each rate of interest determined by it under this
        clause 3.

3.6     Market disruption; non-availability

3.6.1   If and whenever, at any time prior to the commencement of any Interest
        Period, the Bank shall have determined (which determination shall, in
        the absence of manifest error, be conclusive):

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

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

        the Bank shall forthwith give notice (a "Determination Notice") thereof
        to the Borrower. A Determination Notice shall contain particulars of the
        relevant circumstances giving rise to its issue. After the giving of any
        Determination Notice the undrawn amount of the Commitment shall not be
        borrowed until notice to the contrary is given to the Borrower by the
        Bank.

3.6.2   During the period of ten (10) days after any Determination Notice has
        been given by the Bank under clause 3.6.1, the Bank shall certify an
        alternative basis (the "Substitute Basis") for maintaining the Loan. The
        Substitute Basis may (without limitation) include alternative interest
        periods, alternative currencies or alternative rates of interest but
        shall include a margin above the cost of funds including Additional Cost
        (if any) to the Bank equivalent to the relevant Margin. Each Substitute
        Basis so certified shall be binding upon the Borrower and shall take
        effect in accordance with its terms from the date specified in the
        Determination Notice until such time as the Bank notifies the Borrower
        that none of the circumstances specified in clause 3.6.1 continues to
        exist whereupon the normal interest rate fixing provisions of this
        Agreement shall apply.

4       Repayment, prepayment and reborrowing

4.1     Repayment of Facility A

        Subject always to the provisions of this clause 4.1, the Borrower shall
        repay that part of the Loan forming Facility A by fifteen (15)
        instalments, one such instalment to be repaid on each of the Repayment
        Dates relative to Facility A. Subject to the provisions of this
        Agreement, the amount of the first such instalment shall be ten million
        six hundred and fifty six thousand eight hundred and ninety nine Dollars
        and eighty two cents ($10,656,899.82) each of the second instalment to
        the fourteenth instalment shall be ten million five hundred thousand
        Dollars ($10,500,000) and the amount of the last instalment shall be
        forty eight million five hundred thousand Dollars ($48,500,000)
        (comprising of a repayment instalment in the amount of ten million five
        hundred thousand Dollars ($10,500,000) and a balloon payment in the
        amount of thirty eight million Dollars ($38,000,000)).

        If Facility A is not drawn in full, the amount of each repayment
        instalment relative to Facility A shall be reduced proportionately.

4.2     Repayment of Facility B

4.2.1   Subject always to the provisions of this clause 4.2 the Borrower shall
        repay that part of the Loan forming Facility B (including without
        limitation the Initial Revolving Amount) by ten (10) instalments, one
        such instalment to be repaid on each of the Repayment Dates relative to
        Facility B. Subject to the provisions of this Agreement the amount of
        each such instalment shall be equal to the Facility B Repayment Amount
        as determined by the Bank and notified to the Borrower.

4.2.2   The Total Facility B Commitment shall be reduced by the sum of twenty
        two million seven hundred and fifty thousand Dollars ($22,750,000) on
        each of the Reduction Dates and shall be reduced to zero on the Final
        Reduction Date and the Committed Facility B Amount shall be reduced on
        each Reduction Date by the same percentage amount as the. Total Facility
        B Commitment and to zero on the Final Reduction Date and the Borrower
        shall on each Repayment Date relative to Facility B repay such further
        amount as shall ensure that the aggregate of all Advances of Facility B
        never exceed the Total Facility B Commitment or the Committed Facility B
        Amount at any relevant time.

4.2.3   The Borrower may at any time prior to the Termination Date relative to
        Facility B but subject to no Default having occurred re-borrow any part
        of the Committed Facility B Amount that it may have repaid and/or
        prepaid other than pursuant to the provisions of clause 4.5 without
        having to acquire any further Additional Ship(s) and without having to
        comply with any of the provisions of clauses 2.4.3, 2.4.5, 2.4.6, 2.4.7,
        2.4.8 and 2.4.9 but otherwise upon the same terms and conditions as set
        out in this Agreement provided that:

        (a)     the amount of the Committed Facility B Amount available for
                re-borrowing shall on each Reduction Date be reduced in
                accordance with the provisions of clause 4.2.2 on each such
                Reduction Date; and

        (b)     the Borrower may not re-borrow any part of the Committed
                Facility B Amount following the Termination Date.

4.2.4   If an Additional Ship which is a second hand vessel is not delivered to
        the relevant Additional Owner under the relevant Contract for any reason
        whatsoever, then the Borrower shall repay any Advance of Facility B
        constituting (in part) Expected Project Costs representing a deposit
        under the relevant Contract not later than ten (10) days after the date
        of expiry or termination of such Contract.

4.3     Voluntary prepayment

4.3.1   Prepayment of the Loan

        The Borrower may, provided that the Bank shall have received from the
        Borrower not less than fourteen (14) days notice of its intention to
        make such prepayment specifying the amount to be prepaid, prepay
        Facility A or Facility B in the Borrower's option Loan in whole or part
        (being five hundred thousand Dollars ($500,000) or any larger sum which
        is an integral multiple of five hundred thousand Dollars ($500,000)):

        (a)     on any Interest Payment Date relating to the part of the Loan
                being prepaid together with any amounts payable under clause 11
                and accrued interest and commitment commission to the date of
                prepayment and any other sums then payable under this Agreement
                and/or the Master Swap Agreement and/or the other Security
                Documents or any of them in respect of the Loan; and

        (b)     at any other time upon payment to the Bank of:

                (i)     accrued interest to the date of prepayment; and

                (ii)    such additional sum as the Bank in its absolute
                        discretion shall determine to be the loss, cost and
                        expense incurred by the Bank, including in relation to
                        the Master Swap Agreement, as a result of the prepayment
                        not being made on an Interest Payment Date for any part
                        of the Loan being prepaid; and

                (iii)   any other sums then payable under this Agreement and/or
                        the Master Swap Agreement and/or the other Security
                        Documents or any of them (including loss of Margin on
                        the amount prepaid to the end of the then current
                        Interest Period). 4.4 Master Swap Agreement, Repayments
                        and Prepayments

4.4.1   Notwithstanding any provision of the Master Swap Agreement to the
        contrary, in the case of a prepayment of all or part of the Loan
        (including, without limit, upon a Total Loss in accordance with clause
        4.5 and under clause 8.4) then subject to clause 4.4.2 the Bank shall be
        entitled but not obliged (and, where relevant, may do without the
        consent of the Borrower, where it would otherwise be required whether
        under the Master Swap Agreement or otherwise) to amend, re-book,
        supplement, cancel, close out, net out, terminate, liquidate, transfer
        or assign all or any part of the rights, benefits and obligations
        created by any Transaction and/or the Master Swap Agreement and/or to
        obtain or re-establish any hedge or related trading position in any
        manner and with any person the Bank in its absolute discretion may
        determine and both the Bank's and the Borrower's continuing obligations
        under any Transaction and/or the Master Swap Agreement shall, unless
        agreed otherwise by the Bank, be calculated so far as the Bank considers
        it practicable by reference to the amended repayment Schedule for the
        Loan taking into account the fact that less than the full amount of the
        Loan remains outstanding.

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

4.4.3   The Borrower shall on the first written demand of the Bank indemnify the
        Bank in respect of all losses, costs and expenses (including, but not
        limited to, legal costs and expenses) incurred or sustained by the Bank
        as a consequence of or in relation to the effecting of any matter or
        transactions referred to in this clause 4.4.

4.4.4   Notwithstanding any provision of the Master Swap Agreement to the
        contrary, if for any reason a Transaction has been entered into but the
        Loan is not drawn down under this Agreement then, subject to clause
        4.4.5, the Bank shall be entitled but not obliged (and, where relevant,
        may do so without the consent of the Borrower where it would otherwise
        be required whether under the Master Swap Agreement or otherwise) to
        amend, re-book, supplement, cancel, close out, net out, terminate,
        liquidate, transfer or assign all or any part of the rights, benefits
        and obligations created by such Transaction and/or the Master Swap
        Agreement and/or to obtain or re-establish any hedge or related trading
        position in any manner and with any person the Bank in its absolute
        discretion may determine.

4.4.5   If a Transaction has been entered into but the Loan is not drawn down
        under this Agreement and the Bank in its absolute discretion agrees,
        following a written request of the Borrower, that the Borrower may be
        permitted to maintain all or part of a Transaction, the Borrower shall
        within ten (10) days of being notified by the Bank of such requirement,
        provide the Bank with, or procure the provision to the Bank of, such
        additional security as shall in the opinion of the Bank be adequate to
        secure the performance of such Transaction, which additional security
        shall take such form, be constituted by such documentation and be
        entered into between such parties, as the Bank in its absolute
        discretion may approve or require, and each document comprising such
        additional security shall constitute a Credit Support Document for the
        purposes of the Master Swap Agreement and/or otherwise.

        Without prejudice to or limitation of the obligations of the Borrower
        under clause 4.4.3, in the event that the Bank exercises any of its
        rights under clauses 4.4.1, 4.4.2, 4.4.4 and 4.4.5 and such exercise
        results in all or part of a Transaction being terminated such
        Transaction or the part thereof terminated (which shall for the purposes
        hereof be treated as a separate Transaction) in each case shall be
        treated under the Master Swap Agreement in the same manner as if it were
        a Terminated Transaction (as defined in Section 14 of the Master Swap
        Agreement) pursuant to an Event of Default (as so defined in that
        Section 14) by the Borrower and, accordingly, the Bank shall be
        permitted to recover from the Borrower a payment for early termination
        calculated in accordance with the provisions of Section 6(e)(i) of the
        Master Swap Agreement in respect of such Transaction.

4.5     Prepayment on Total Loss and sale

        On a Ship becoming a Total Loss (or suffering damage or being involved
        in an incident which in the opinion of the Bank may result in such Ship
        being subsequently determined to be a Total Loss) before the relevant
        Advance for such Ship is drawn down, the obligation of the Bank:

        (a)     in the case of an Initial Ship to make available the Advance
                constituting the Facility A or the Advance constituting the
                Initial Revolving Amount for such Initial Ship; or

        (b)     in the case of an Additional Ship to make that Advance of
                Facility B for such Additional Ship

        shall immediately cease and in the case of an Initial Ship the Total
        Facility A Commitment or at the option of the Bank, the Initial
        Revolving Amount shall be reduced by the amount that would have been
        applied in refinancing the Initial Ship as set out in Schedule 1, Part
        3.

        On the date ninety (90) days after that on which a Mortgaged Ship became
        a Total Loss or immediately prior to the completion of the sale of a
        Mortgaged Ship or, if earlier, on the date upon which the insurance
        proceeds in respect of such Total Loss are or Requisition

        Compensation (as defined in the relevant Ship Security Documents) is
        received by the relevant Owner (or the Bank pursuant to the Security
        Documents), the Borrower shall prepay:

        (a)     in the case of the Initial Ships that part of the Advance
                constituting Facility A or the Initial Revolving Amount as was
                applied in refinancing the relevant Initial Ship and set out in
                Schedule 1, Part 3; or

        (b)     in the case of the Additional Ships the relevant Advance of
                Facility B applied in the financing of such Additional Ship; or

        (c)     such greater proportion of the Loan as the Bank may in its sole
                discretion determine to be prepaid but in any event such amount
                as shall ensure that on the date of such prepayment the Security
                Value is not less than the Security Requirement.

        For the purpose of this Agreement, a Total Loss shall be deemed to have
        occurred:

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

4.5.2   in the case of a constructive total loss of a Ship, upon the date and at
        the time notice of abandonment of a Ship is given to the insurers of a
        Ship for the time being (provided a claim for total loss is admitted by
        such insurers) or, if such insurers do not forthwith admit such a claim,
        at the date and at the time at which either a total loss is subsequently
        admitted by the insurers or a total loss is subsequently adjudged by a
        competent court of law or arbitration tribunal to have occurred;

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

4.5.4   in the case of Compulsory Acquisition, on the date upon which the
        relevant requisition of title or other compulsory acquisition occurs;
        and

4.5.5   in the case of hijacking, theft, condemnation, capture, seizure, arrest,
        detention or confiscation of a Ship (other than where the same amounts
        to Compulsory Acquisition of such Ship) by any Government Entity, or by
        persons purporting to act on behalf of any Government Entity, which
        deprives the relevant Owner of the use of such Ship for more than thirty
        (30) days, upon the expiry of the period of thirty (30) days after the
        date upon which the relevant hijacking, theft, condemnation, capture,
        seizure, arrest, detention or confiscation occurred.

4.6     Amounts payable on prepayment

        Any prepayment of all or part of the Loan under this Agreement shall be
        made together with (a) accrued interest on the amount to be prepaid to
        the date of such prepayment, any additional amount payable under clause
        6.6 or 12.2 and (b) all other sums payable by the Borrower to the Bank
        under this Agreement, the Master Swap Agreement or any of the other
        Security Documents including, without limitation, any amounts payable
        under clause 11.

4.7     Notice of prepayment; reduction of repayment instalments

        No prepayment may be effected under clause 4.3 unless the Borrower shall
        have given the Bank at least fourteen (14) days' notice of its intention
        to make such prepayment. Every notice of prepayment shall be effective
        only on actual receipt by the Bank, shall be irrevocable, shall specify
        (i) the amount to be prepaid, and (ii) whether the prepayment is to be
        applied against Facility A and/or any Advance(s) of Facility B and shall
        oblige the Borrower to make such prepayment on the date specified. No
        amount prepaid may be reborrowed other than as provided in clause 4.2.3.
        Any amount prepaid pursuant to:

4.7.1   clause 4.3 shall be applied first in reducing the repayment instalments
        and then the balloon payment under clauses 4.1 and/or as the case may
        be, 4.2.1 on a pro rata basis; and

4.7.2   clause 4.4 following the sale or Total Loss of any of the Ships shall be
        applied first in reducing the repayment instalments of the Advance
        pursuant to which the relevant Ship was financed or refinanced
        (including for the avoidance of doubt the balloon payments) on a pro
        rata basis and thereafter (and to the extent that the relevant Advance
        is repaid in full) shall be applied to the extent required pursuant to
        clause 4.5 as between all other Advances on a pro rata basis and in
        reducing the repayment instalments of such other Advances on a pro rata
        basis.

        The Borrower may not prepay the Loan or any part thereof save as
        expressly provided in this Agreement.

        5 Commitment commission, fees and expenses

5.1     Fees

        The Borrower shall pay to the Bank:

5.1.1   on the date of this Agreement an arrangement fee of one million thirty
        thousand Dollars ($1,030,000);

5.1.2   quarterly in arrears and at the end of the Drawdown Period, commitment
        commission computed from the date of this Agreement at the rate of zero
        point three five per cent (0.35%) per annum on the daily undrawn amount
        of the Loan; and

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

5.2     Expenses

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

5.2.1   in connection with the negotiation, preparation, execution and, where
        relevant, registration of the Security Documents and of any amendment or
        extension of or the granting of any waiver or consent under, any of the
        Security Documents; and

5.2.2   in contemplation of, or otherwise in connection with, the enforcement
        of, or preservation of any rights under, any of the Security Documents,
        or otherwise in respect of the moneys owing under any of the Security
        Documents together with interest at the rate referred to in clause 3.4
        from the date on which such expenses were incurred to the date of
        payment (as well after as before judgment).

5.3     Value added tax

        All fees and expenses payable pursuant to this clause 5 shall be paid
        together with value added tax or any similar tax (if any) properly
        chargeable thereon. Any value added tax chargeable in respect of any
        services supplied by the Bank under this Agreement shall, on delivery of
        the value added tax invoice, be paid in addition to any sum agreed to be
        paid hereunder.

5.4     Stamp and other duties

        The Borrower shall pay all stamp, documentary, registration or other
        like duties or taxes (including any duties or taxes payable by the Bank)
        (if any) imposed on or in connection with any of the Underlying
        Documents, the Security Documents or the Loan and shall indemnify the
        Bank against any liability arising by reason of any delay or omission by
        the Borrower to pay such duties or taxes.

6       Payments and taxes; accounts and calculations

6.1     No set-off or counterclaim

        The Borrower acknowledges that in performing its obligations under this
        Agreement, the Bank will be incurring liabilities to third parties in
        relation to the funding of amounts to the Borrower, such liabilities
        matching the liabilities of the Borrower to the Bank and that it is
        reasonable for the Bank to be entitled to receive payments from the
        Borrower gross on the due date in order that the Bank is put in a
        position to perform its matching obligations to the relevant third
        parties. Accordingly, subject to paragraphs (c) and (i) of Part 5 of the
        Schedule to the Master Swap Agreement, all payments to be made by the
        Borrower under any of the Security Documents shall be made in full,
        without any set-off or counterclaim whatsoever and, subject as provided
        in clause 6.6, free and clear of any deductions or withholdings, in
        Dollars on the due date (for value on the day on which payment is due)
        to the account of the Bank with American Express Bank Limited, 23rd
        Floor, American Express Tower, 200 Vesey Street, New York NY 10285-2300,
        USA, Account Number 000261123 SWIFT Code: AEIBUS33 (with a direct tested
        telex advice to the Bank) or to such other account at such bank in such
        place as the Bank may from time to time specify for this purpose.

6.2     Payment by the Bank

        All sums to be advanced by the Bank to the Borrower under this Agreement
        in respect of the Loan shall be remitted in Dollars on the relevant
        Drawdown Date to the account of the Borrower or the account of the
        relevant Seller specified in the relevant Drawdown Notice.

6.3     Non-Banking Days

        When any payment under any of the Security Documents would otherwise be
        due on a day which is not a Banking Day, the due date for payment shall
        be extended to the next following Banking Day unless such Banking Day
        falls in the next calendar month in which case payment shall be made on
        the immediately preceding Banking Day.

6.4     Calculations

        All interest and other payments of an annual nature under any of the
        Security Documents shall accrue from day to day and be calculated on the
        basis of actual days elapsed and a 360 day year.

6.5     Certificates conclusive

        Any certificate or determination of the Bank as to any rate of interest
        or any other amount pursuant to and for the purposes of any of the
        Security Documents shall, in the absence of manifest error, be
        conclusive and binding on the Borrower.

6.6     Grossing-up for Taxes

        If at any time the Borrower is required to make any deduction or
        withholding in respect of Taxes from any payment due under any of the
        Security Documents, the sum due from the Borrower in respect of such
        payment shall be increased to the extent necessary to ensure that, after
        the making of such deduction or withholding, the Bank receives on the
        due date for such payment (and retains, free from any liability in
        respect of such deduction or withholding), a net sum equal to the sum
        which it would have received had no such deduction or withholding been
        required to be made and the Borrower shall indemnify the Bank against
        any losses or costs incurred by it by reason of any failure of the
        Borrower to make any such deduction or withholding or by reason of any
        increased payment not being made on the due date for such payment. The
        Borrower shall promptly deliver to the Bank any receipts, certificates
        or other proof evidencing the amounts (if any) paid or payable in
        respect of any deduction or withholding as aforesaid.

6.7     Loan account

        The Bank shall maintain, in accordance with its usual practice, an
        account (which shall be the "account current" referred to in the
        Mortgages governed by the laws of Cyprus) evidencing the amounts from
        time to time lent by, owing to and paid to it under the Security
        Documents. Such account shall, in the absence of manifest error, be
        conclusive as to the amount from time to time owing by the Borrower
        under the Security Documents.

7       Representations and warranties

7.1     Continuing representations and warranties The Borrower represents and
        warrants to the Bank that:

7.1.1   Due incorporation

        the Borrower and each of the other Security Parties are duly
        incorporated and validly existing in good standing under the laws of
        their respective countries of incorporation as limited liability
        companies and, in case of the Borrower and each of those Initial Owners
        incorporated in either the Republic of Liberia or the Marshall Islands,
        incorporated in the Republic of Liberia or the Marshall Islands as a
        corporation having limited liability, and have power to carry on their
        respective businesses as they are now being conducted and to own their
        respective property and other assets;

7.1.2   Corporate power

        the Borrower has power to execute, deliver and perform its obligations
        under the Underlying Documents and the Borrower's Security Documents to
        which it is or is to be a party and to borrow the Commitment and each of
        the other Security Parties has power to execute and deliver and perform
        its obligations under the Security Documents and the Underlying
        Documents to which it is or is to be a party; all necessary corporate,
        shareholder and other action has been taken to authorise the execution,
        delivery and performance of the same and no limitation on the powers of
        the Borrower to borrow will be exceeded as a result of borrowing the
        Loan;

7.1.3   Binding obligations

        the Security Documents and the Underlying Documents constitute or will,
        when executed, constitute valid and legally binding obligations of the
        relevant Security Parties enforceable in accordance with their
        respective terms;

7.1.4   No conflict with other obligations

        the execution and delivery of, the performance of its obligations under,
        and compliance with the provisions of, the relevant Underlying Documents
        and the Security Documents by the relevant Security Parties will not (i)
        contravene any existing applicable law, statute, rule or regulation or
        any judgment, decree or permit to which the Borrower or any other
        Security Party is subject, (ii) conflict with, or result in any breach
        of any of the terms of, or constitute a default under, any agreement or
        other instrument to which the Borrower or any other Security Party is a
        party or is subject or by which it or any of its property is bound,
        (iii) contravene or conflict with any provision of the memorandum and
        articles of association/articles of incorporation/by-laws or other
        constitutional documents of the Borrower or any other Security Party or
        (iv) result in the creation or imposition of or oblige the Borrower or
        any of its Related Companies or any other Security Party to create any
        Encumbrance (other than a Permitted Encumbrance) on any of the
        undertakings, assets, rights or revenues Borrower or its Related
        Companies or any other Security Party;

7.1.5   No litigation

        no litigation, arbitration or administrative proceeding is taking place,
        pending or, to the knowledge of the officers of the Borrower, threatened
        against the Borrower or any of its Related Companies or any other
        Security Party which could have a material adverse effect on the
        business, assets or financial condition of any of the Borrower or any of
        its Related Companies or any other Security Party;

7.1.6   No filings required

        save for the registration of the Mortgages in the relevant register
        under the laws of the relevant Flag State through the relevant Registry
        it is not necessary to ensure the legality, validity, enforceability or
        admissibility in evidence of any of the Underlying Documents or any of
        the Security Documents that they or any other instrument be notarised,
        filed, recorded, registered or enrolled in any court, public office or
        elsewhere in any Relevant Jurisdiction or that any stamp, registration
        or similar tax or charge be paid in any Relevant Jurisdiction on or in
        relation to the Underlying Documents, the Security Documents or any of
        them and each of the Underlying Documents and Security Documents is in
        proper form for its enforcement in the courts of each Relevant
        Jurisdiction;

7.1.7   Choice of law

        the choice of English law to govern the Underlying Documents and the
        Security Documents (other than the Mortgages) and the choice of Cyprus
        law to govern the Cyprus Mortgages and Deeds of Covenants, the choice of
        Liberian law to govern the Liberian Mortgages and the choice of Marshall
        Islands law to govern the Marshall Island Mortgages and the submissions
        by the Security Parties to the non-exclusive jurisdiction of the English
        courts are valid and binding;

7.1.8   No immunity

        neither the Borrower nor any other Security Party nor any of their
        respective assets is entitled to immunity on the grounds of sovereignty
        or otherwise from any legal action or proceeding (which shall include,
        without limitation, suit, attachment prior to judgement, execution or
        other enforcement);

7.1.9   Financial statements correct and complete

        the audited financial statements of the Borrower and the audited
        consolidated financial statements of the Borrower and its Related
        Companies in respect of the financial year ended on 31 December 2004 as
        delivered to the Bank have been prepared in accordance with GAAP and
        present fairly and accurately the financial position of the Borrower and
        the consolidated financial position of the Borrower and its Related
        Companies respectively as at such date and the results of the operations
        of the Borrower and the consolidated results of the operations of the
        Borrower and its Related Companies respectively for the financial year
        ended on such date and, as at such date, neither the Borrower nor any of
        its Related Companies had any significant liabilities (contingent or
        otherwise) or any unrealised or anticipated losses which are not
        disclosed by, or reserved against or provided for in, such financial
        statements;

7.1.10  Consents obtained

        every consent, authorisation, licence or approval of, or registration
        with or declaration to, governmental or public bodies or authorities or
        courts required by any Security Party to authorise, or required by any
        Security Party in connection with, the execution, delivery, validity,
        enforceability or admissibility in evidence of the Underlying Documents
        and each of

        the Security Documents or the performance by each Security Party of its
        obligations under the Underlying Documents and the Security Documents
        has been obtained or made and is in full force and effect and there has
        been no default in the observance of any of the conditions or
        restrictions (if any) imposed in, or in connection with, any of the
        same; and

7.1.11  No money laundering

        in relation to the borrowing by the Borrower of the Loan, the
        performance and discharge of its obligations and liabilities under this
        Agreement and the transactions and other arrangements effected or
        contemplated by this Agreement, the Borrower is acting for its own
        accounts and that the foregoing will not involve or lead to
        contravention of any law, official requirement or other regulatory
        measure or procedure implemented to combat "money laundering" (as
        defined in Article 1 of the Directive (91/308/EEC) of the Council of the
        European Communities).

7.2     Initial representations and warranties

        The Borrower further represent and warrants to the Bank that:

7.2.1   Pari passu

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

7.2.2   No default under other Indebtedness

        neither the Borrower nor any of its Related Companies nor any other
        Security Party is (nor would with the giving of notice or lapse of time
        or the satisfaction of any other condition or combination thereof be) in
        breach of or in default under the Master Swap Agreement or any agreement
        relating to Indebtedness to which it is a party or by which it may be
        bound;

7.2.3   Information

        the information, exhibits and reports (including all financial
        information relating to the Borrower and any other Security Party)
        furnished by any Security Party to the Bank in connection with the
        negotiation and preparation of the Security Documents are true and
        accurate in all material respects and not misleading, do not omit
        material facts and all reasonable enquiries have been made to verify the
        facts and statements contained therein; there are no other facts the
        omission of which would make any fact or statement therein misleading;

7.2.4   No withholding Taxes

        no Taxes are imposed by withholding or otherwise on any payment to be
        made by any Security Party under the Underlying Documents or the
        Security Documents or are imposed on or by virtue of the execution or
        delivery by the Security Parties of the Underlying Documents or the
        Security Documents or any other document or instrument to be executed or
        delivered under any of the Security Documents;

7.2.5   No Default

        no Default has occurred and is continuing;

7.2.6   No Default under any Contract or any Refund Guarantee no relevant Owner
        is in default of any of its obligations under any Contract or any of its
        obligations upon the performance or observance of which depend the
        continued liability of any Refund Guarantor in accordance with the terms
        of the relevant Refund Guarantee;

7.2.7   No Encumbrance in respect of pre-delivery security

        no relevant Owner has previously charged, encumbered or assigned the
        benefit of any of its rights, title and interest in or to any Contract
        or any Refund Guarantee and such benefit and all such rights, title and
        interest are freely assignable and chargeable in the manner contemplated
        by the Security Documents.

7.2.8   the Ships

        each Mortgaged Ship will on the Drawdown Date of Facility A and the
        Advance under the Facility B in relation to the Initial Revolving Amount
        or, as the case may be, the Advance for such Ship be:

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

        (b)     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;

7.2.9   Ships' employment

        other than in respect of such charters, contracts, agreements to enter
        into charters or contracts in respect of the Initial Ships details of
        which have been provided to the Borrower and approved by the Bank in
        writing, no Ship is nor will on or before the Drawdown Date of the
        Advance constituting Facility A or, as the case may be, the Advance
        constituting the Initial Revolving Amount or, as the case may be, the
        relevant Advance for such Ship be subject to any charter or contract or
        to any agreement to enter into any charter or contract which, if entered
        into after the date of the relevant Ship's Security Documents would have
        required the consent of the Bank and on or before the Drawdown Date for
        the Advance constituting Facility A or, as the case may be, the Advance
        constituting the Initial Revolving Amount or, as the case may be, the
        Advance for such Ship, there will not be any agreement or arrangement
        whereby the Earnings (as defined in the relevant Ship's Security
        Documents) may be shared with any other person;

7.2.10  Freedom from Encumbrances

        none of the Ships, nor their Earnings, Insurances or Requisition
        Compensation (each as defined in the relevant Ship's Security Documents)
        nor any of the Operating Accounts nor any of the Underlying Documents
        nor any other properties or rights which are, or are to be, the subject
        of any of the Security Documents nor any part thereof will be, on the
        Drawdown Date for the Advance constituting Facility A or, as the case
        may be, the Advance constituting the Initial Revolving Amount or, as the
        case may be, the relevant Advance for such Ship, subject to any
        Encumbrance; and

7.2.11  Environmental matters

        to the best of the knowledge and belief of the Borrower and its
        respective officers:

        (a)     all Environmental Laws applicable to any Fleet Vessel have been
                complied with and all consents, licences and approvals required
                under such Environmental Laws have been obtained and complied
                with; and

        (b)     no Environmental Claim has been made or threatened or pending
                against any member of the Borrower's Group or any Fleet Vessel
                and not fully satisfied; and

        (c)     there has been no Environmental Incident; 7.2.12 No material
                adverse change

        there has been no material adverse change in the financial position of
        the Borrower or the consolidated financial position of the Borrower and
        its Related Companies from that set forth in the financial statements
        referred to in clause 7.1.9;

7.2.13  Parent company

        each of the Owners is the wholly owned subsidiary of the Borrower and
        the Borrower is legally and beneficially owned as to fifteen per cent
        (15%) by the Shareholders;

7.2.14  Copies true and complete

        the copies of each of the Underlying Documents delivered or to be
        delivered to the Bank pursuant to clause 9 are, or will when delivered
        be, true and complete copies of such documents; such documents will when
        delivered constitute valid and binding obligations of the parties
        thereto enforceable in accordance with their respective terms and there
        will have been no amendments or variations thereof or defaults
        thereunder; and

7.2.15  ISM Code and ISPS Code

        any Operator has obtained and maintains (a) a DOC, and will, on or prior
        to the Drawdown Date, obtain an SMC for the Ships and (b) any
        certification required in order for any Owner, any Operator and the
        Ships to comply with the ISPS Code and each of such documents are, or
        will when issued be, in full force and effect and nothing has happened
        which might cause any of such documents to be withdrawn.

7.3     Repetition of representations and warranties

7.3.1   On and as of each Advance and (except in relation to the representations
        and warranties in clause 7.2) on each Interest Payment Date the Borrower
        shall (a) be deemed to repeat the representations and warranties in
        clauses 7.1 (and so that the representation and warranty in clause 7.1.9
        shall for this purpose refer to the then latest audited financial
        statements delivered to the Bank under clause 8.1) and 7.2 as if made
        with reference to the facts and circumstances existing on such day and
        (b) be deemed to further represent and warrant to the Bank that the then
        latest audited financial statements delivered to the Bank (if any) have
        been prepared in accordance with GAAP which have been consistently
        applied and present fairly and accurately the financial position of the
        Borrower and the consolidated financial position of the Borrower and its
        Related Companies as at the end of the financial period to which the
        same relate and the results of the operations of the Borrower and the
        consolidated results of the operations of the Borrower and its Related
        Companies respectively for the financial period to which the same relate
        and, as at the end of such financial period, neither the Borrower nor
        any of its Related Companies had any significant liabilities (contingent
        or otherwise) or any unrealised or anticipated losses which are not
        disclosed by, or reserved against or provided for in, such financial
        statements. 8 Undertakings

8.1     General

        The Borrower undertakes with the Bank that, from the date of this
        Agreement and so long as any moneys are owing under any of the Security
        Documents and while all or any part of the Commitment remains
        outstanding, it will:

8.1.1   Notice of Default

        promptly inform the Bank of any occurrence of which it becomes aware
        which might adversely affect the ability of any Security Party to
        perform its obligations under any of the Security Documents or the
        Underlying Documents to which it is a party and, without limiting the
        generality of the foregoing, will inform the Bank of any Default
        forthwith upon becoming aware thereof and will from time to time, if so
        requested by the Bank, confirm to the Bank in writing that, save as
        otherwise stated in such confirmation, no Default has occurred and is
        continuing;

8.1.2   Consents and licences

        without prejudice to clauses 7.1 and 9, obtain or cause to be obtained,
        maintain in full force and effect and comply in all material respects
        with the conditions and restrictions (if any) imposed in, or in
        connection with, every consent, authorisation, licence or approval of
        governmental or public bodies or authorities or courts and do, or cause
        to be done, all other acts and things which may from time to time be
        necessary or desirable under applicable law for the continued due
        performance of all the obligations of the Security Parties under each of
        the Security Documents and the Underlying Documents;

8.1.3   Use of proceeds

        use the Loan exclusively for the purpose specified in clause 1.1;

8.1.4   Pari passu

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

8.1.5   Financial statements

        prepare financial statements of the Borrower and consolidated financial
        statements of the Borrower and its Related Companies in accordance with
        GAAP and all requirements of the Securities and Exchange Commission of
        the United States of America consistently applied in respect of each
        financial year and cause the same to be reported on by its auditors and
        prepare unaudited financial statements of the Borrower and consolidated
        financial statements of the Borrower and its Related Companies in
        respect of each quarter on the same basis as the annual statements and
        deliver as many copies of the same as the Bank may reasonably require as
        soon as practicable but not later than one hundred and twenty (120) days
        (in the case of audited financial statements) or forty five (45) days
        (in the case of unaudited financial statements) after the end of the
        financial period to which they relate;

8.1.6   Delivery of Compliance Certificate

        deliver to the Bank a Compliance Certificate for the relevant period
        with each set of financial statements provided pursuant to clause 8.1.5;

8.1.7   Delivery of reports

        deliver and procure that the other Security Parties deliver to the Bank
        as many copies as the Bank may reasonably require at the time of issue
        thereof of every report, circular, notice or like document issued by any
        of the Borrower or any other Security Party to its shareholders or
        creditors generally;

8.1.8   Provision of further information

        provide the Bank with such financial and other management information
        concerning any Borrower, its Related Companies, the other Security
        Parties and their respective affairs as the Bank may from time to time
        reasonably require;

8.1.9   Obligations under Security Documents

        duly and punctually perform and procure that the other Security Parties
        duly and punctually perform each of the obligations expressed to be
        assumed by them under the Security Documents;

8.1.10  ISM Code

        (a)     comply with and ensure that each Ship and any Operator at all
                times complies with the requirements of the ISM Code;

        (b)     immediately inform the Bank if there is any actual or threatened
                withdrawal of an Owner's or an Operator's DOC or the SMC in
                respect of any Ship; and

        (c)     promptly inform the Bank upon the issue to the Borrower or any
                Operator of a DOC and to any Ship of an SMC or the receipt by
                any of the Borrower or any Operator of notification that its
                application for the same has been refused;

8.1.11  ISPS Code

        (a)     comply with and ensure that each Ship and any Operator at all
                times complies with the requirements of the ISPS Code and with
                specifications of the International Maritime Organisation, and
                any other regulations, either existing or future, of the
                International Maritime Authority and the European Union; and (b)
                immediately inform the Bank if there is any actual or threatened
                withdrawal of any certification required in order for any of
                them, any Operator and/or the Ship to comply with the ISPS Code;

8.1.12  Documents and evidence

        provide the Bank with such documents and evidence as the Bank shall from
        time to time require, based on applicable law and regulations from time
        to time and the Bank's own internal guidelines from time to time to
        identify the Borrower and the other Security Parties and any other
        persons involved or affected by the transaction(s) contemplated by this
        Agreement;

8.1.13  Management of the Borrower

        not without the Bank's written consent appoint at any time a new Chief
        Executive Officer (other than Evangelos Pistiolis);

8.1.14  Owner's Guarantee procure that on or prior to the Drawdown Date of the
        Advance constituting Facility A and each Advance relative to Facility B
        (including without limitation the Advance constituting the Initial
        Revolving Amount) the relevant Owner(s) execute(s) and deliver(s) to the
        Bank an Owner's Guarantee;

8.1.15  Intra-Group Loan Agreements

        procure that all interest payment dates and all repayment dates relating
        to the loans to be made pursuant to the Intra-Group Loan Agreements
        match those of each relevant Advance drawn down by the Borrower under
        this Agreement in order to make each of the said loans available to the
        Owners and shall procure and ensure that all sums paid and/or payable by
        the Owners to the credit of the Operating Accounts shall be freely
        available to the Bank to meet all payments of principal and interest and
        all other sums payable by the Borrower to the Bank pursuant to this
        Agreement and each of the other Security Documents;

8.1.16  Operating Accounts balance

        (a)     subject to this clause 8.1.16, on or before the Drawdown Date of
                the first Advance pay to the credit of the Operating Accounts
                (or other accounts charged in favour of the Bank in respect of
                the Ships) an aggregate sum of not less than ten million Dollars
                ($10,000,000); and

        (b)     on and from the Drawdown Date of the first Advance and
                throughout the Security Period maintain an average balance
                (calculated on a monthly basis) of not less than ten million
                Dollars ($10,000,000) and in any event an aggregate balance of
                not less than five million Dollars ($5,000,000) standing to the
                credit of the Operating Accounts (or other accounts charged in
                favour of the Bank in respect of the Ships);

8.1.17  Classification

        if and when so requested in writing by the Bank acting in its sole
        discretion, irrevocably and unconditionally instruct and authorise the
        Classification Societies (notwithstanding any previous instructions
        whatsoever which the relevant Owner may have given to any Classification
        Society to the contrary) as follows:

        (a)     to send to the Bank, following receipt of a written request from
                the Bank, certified true copies of all original certificates of
                class held by any Classification Society in relation to any
                Ship;

        (b)     to allow the Bank (or its agents), at any time and from time to
                time, to inspect the classification reports of any Owner for any
                Ship at the offices of any Classification Society and to take
                copies of them;

        (c)     to notify the Bank immediately in writing if any Classification
                Society:

                (i)     receives written notification from any Owner or any
                        other person that the relevant Ship's Classification
                        Society is to be changed; or

                (ii)    becomes aware of any facts or matters which may result
                        in or have resulted in a change, suspension,
                        discontinuance, withdrawal or expiry of the relevant
                        Ship's Classification under the rules or terms and
                        conditions of any Owner's or the relevant Ship's
                        membership of the Classification Society;

        (d)     following receipt by any Classification Society of a written
                request from the Bank:

                (i)     to confirm to the Bank that the relevant Owner is not in
                        default of any of its contractual obligations or
                        liabilities to the Classification Society and, without
                        limiting the foregoing, that it has paid in full all
                        fees or other charges due and payable to the
                        Classification Society; or

                (ii)    if the relevant Owner is in default of any of its
                        contractual obligations or liabilities to the
                        Classification Society, to specify to the Bank in
                        reasonable detail the facts and circumstances of such
                        default, the consequences thereof, and any remedy period
                        agreed or allowed by the Classification Society.

        The Borrower further undertakes with the Bank that it will continue to
        be responsible to the Classification Societies for the performance and
        discharge of all their obligations and liabilities relating to or
        arising out of or in connection with the contract it has with the
        Classification Societies, and that nothing in this clause 8.1.17 should
        be construed as imposing any obligation or liability on the Bank to any
        Classification Society in respect thereof; and

8.2     Security value maintenance

8.2.1   Security shortfall

        If at any time the Security Value shall be less than the Security
        Requirement, the Bank may give notice to the Borrower requiring that
        such deficiency be remedied and then the Borrower shall either:

        (a)     prepay within a period of thirty (30) days of the date of
                receipt by the Borrower of the Bank's said notice such sum in
                Dollars as will result in the Security Requirement after such
                prepayment (taking into account any other repayment of the Loan
                made between the date of the notice and the date of such
                prepayment) being equal to the Security Value; or

        (b)     within thirty (30) days of the date of receipt by the Borrower
                of the Bank's said notice constitute to the satisfaction of the
                Bank such further security for the Loan as shall be acceptable
                to the Bank having a value for security purposes (as determined
                by the Bank in its 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.

        Clause 4.6 shall apply to prepayments under clause 8.2.1(a).

8.2.2   Valuation of Ship

        Each of the Ships shall, for the purposes of this clause 8.2.2, be
        valued in Dollars as and when the Bank shall require by an Approved
        Shipbroker and in any event at least once a quarter immediately prior to
        each Margin Set Date (such valuation to be made without, unless required
        by the Bank, physical inspection and on the basis of a sale for prompt
        delivery for cash at arms 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
        Ship). Such valuations shall constitute the value of the Ships for the
        purposes of this clause 8.2.2 unless the Borrower objects to any
        valuation provided by an Approved Shipbroker within ten (10) days of
        receipt of such valuation in which event, the value of the relevant Ship
        shall be the mean of the value specified in such valuation and the value
        specified in a valuation issued by another Approved Shipbrokers
        appointed by the Borrower.

        The value of the Ships determined in accordance with the provisions of
        this clause 8.2.2 shall be binding upon the parties hereto until such
        time as any further such valuations shall be obtained.

8.2.3   Information

        The Borrower undertakes to the Bank to supply to the Bank and to any
        Approved Shipbrokers such information concerning the Ships and their
        condition as such Approved

        Shipbrokers may reasonably require for the purpose of making any such
        valuation of any of the Ships.

8.2.4   Costs

        All costs in connection with (a) the Bank obtaining one (1) valuation of
        each of the Ships referred to in clause 8.2.2 in any period of twelve
        (12) months, (b) any valuation issued by another Approved Shipbrokers
        appointed by the Borrower pursuant to clause 8.2.2, (c) 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 8.2.1(b) and (d) any
        valuations obtained following the occurrence of a Default, shall be
        borne by the Borrower.

8.2.5   Valuation of additional security

        For the purpose of this clause 8.2, the market value of any additional
        security provided or to be provided to the Bank shall be determined by
        the Bank in its absolute discretion without any necessity for the Bank
        assigning any reason thereto.

8.2.6   Documents and evidence

        In connection with any additional security provided in accordance with
        this clause 8.2, the Bank shall be entitled to receive such evidence and
        documents of the kind referred to in Schedule 3 as may in the Bank's
        opinion be appropriate and such favourable legal opinions as the Bank
        shall in its absolute discretion require.

8.3     Negative undertakings

        The Borrower undertakes with the Bank that, from the date of this
        Agreement and so long as any moneys are owing under the Security
        Documents and while all or any part of the Commitment remains
        outstanding, it will not, without the prior written consent of the Bank,
        but subject to the proviso hereto:

8.3.1   Negative pledge

        permit any Encumbrance (other than a Permitted Encumbrance) to subsist,
        arise or be created or extended over all or any part of its present or
        future undertakings, assets, rights or revenues to secure or prefer any
        present or future Indebtedness or other liability or obligation of any
        of the Borrower or any other person;

8.3.2   No merger merge or consolidate with any other person;

8.3.3   Disposals

        sell, transfer, abandon, lend or otherwise dispose of or cease to
        exercise direct control over any part (being either alone or when
        aggregated with all other disposals falling to be taken into account
        pursuant to this clause 8.3.3 material in the opinion of the Bank in
        relation to the undertakings, assets, rights and revenues of a
        Borrower's Group) of its present or future undertaking, assets, rights
        or revenues (otherwise than by transfers, sales or disposals for full
        consideration in the ordinary course of trading) whether by one or a
        series of transactions related or not;

8.3.4   Other business

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

8.3.5   Acquisitions

        and will procure that no other Related Company shall, acquire any
        further assets (including vessels) other than the Ships and rights
        arising under contracts entered into by or on behalf of the Borrower or
        any Owner in the ordinary course of its businesses of owning, operating
        and chartering the Ships;

8.3.6   Other obligations

        incur any obligations except for obligations arising under the
        Underlying Documents or the Security Documents or contracts entered into
        in the ordinary course its businesses of owning, operating and
        chartering the Ships; or

8.3.7   No borrowing

        and will procure that no other Related Company shall, incur any Borrowed
        Money except for Borrowed Money pursuant to the Security Documents (and,
        in the case of any Owner, Borrowed Money pursuant to the relevant
        Intra-Group Loan Agreement) or incurred in the ordinary course of its
        businesses of owning, operating and chartering the Ships; or

8.3.8   Repayment of borrowings

        repay the principal of, or pay interest on or any other sum in
        connection with any of its Borrowed Money except for Borrowed Money
        pursuant to the Security Documents; or

8.3.9   Guarantees

        issue any guarantees or indemnities or otherwise become directly or
        contingently liable for the obligations of any person, firm, or
        corporation except pursuant to the Security Documents and except for
        guarantees or indemnities from time to time required in the ordinary
        course by any protection and indemnity or war risks association with
        which a Ship is entered, guarantees required to procure the release of
        such Ship from any arrest, detention, attachment or levy or guarantees
        or undertakings required for the salvage of a Ship); or

8.3.10  Loans

        make any loans (other than the Loans under the Intra-Group Loan
        Agreements) grant any credit (save as envisaged in clause 8.3.7 and save
        for normal trade credit in the ordinary course of business) to any
        person or agree to do so and in the case of the loans to be made under
        the Intra-Group Loan Agreements, the Borrower will not without the prior
        written agreement of the Bank and except as envisaged in clause 14.4
        accept any repayments of principal or interest or other sums due or
        payable thereunder or take any action against any Owner; or

8.3.11  Sureties

        permit any Indebtedness of the Borrower to any person (other than the
        Bank) to be guaranteed by any person (save for guarantees or indemnities
        granted by any Owner and fully subordinated in all respects to the
        Bank's rights as lender under this Agreement and the other Security
        Documents) or from time to time required in the ordinary course by any
        protection and indemnity or war risks association with which a Ship is
        entered, guarantees required to procure the release of such Ship from
        any arrest, detention, attachment or levy or guarantees or undertakings
        required for the salvage of a Ship); or

8.3.12  Share capital and distribution

        purchase or otherwise acquire for value any shares of its capital or
        stock or declare or pay any dividends or distribute any of its present
        or future assets, undertakings, rights or revenues to any of its
        shareholders and will procure that the Owners will not acquire for value
        any shares of its capital or stock or declare or pay any dividends or
        distribute any of its present or future assets, undertakings rights or
        revenues to any of its shareholders following the occurrence of a
        Default or if the same would result in a Default occurring; or

8.3.13  Subsidiaries and parent

        cease to legally and beneficially own 100% of the issued shares in the
        capital of the Owners whether directly or indirectly;

8.3.14  Change of Classification, Classification Society or Flag State

        and will procure that the Owners do not change the Classification, the
        Classification Society or the Flag State of any Ship;

8.3.15  Managers

        change or permit any change in either of the Managers of the Ships or
        amend or permit any amendment of any of the Management Agreements; and

8.3.16  Constitutional documents

        agree to any change to its constitutional documents; and

8.3.17  Equity

        and will procure that the Owners do not permit (a) the issue of any
        convertible equity or the conversion of any existing equity and (b) any
        further equity participation in the Borrower and/or the Owner unless the
        same is legally and effectively subordinated to all amounts due to the
        Bank under the Loan Agreement and the other Security Documents.

        Provided always that subject to no Default having occurred and be
        continuing or resulting from any acquisition or borrowing by a Related
        Company which is not an Owner, nothing in sub-clauses 8.3.5 or 8.3.7 or
        8.3.8 shall prevent the Borrower in assisting any Related Company (which
        is not an Owner) to acquire, or such Related Company (which is not an
        Owner) in acquiring, any further tonnage over which such Related Company
        shall be entitled to grant mortgages, pledges, liens or other
        encumbrances as security for its obligations. The Borrower agrees that
        it shall upon the Bank's first demand in writing execute such further
        documents as they may require to create specific cross-default
        provisions relating to any such acquisitions or borrowing.

8.4     Permitted Ship sales

        The Bank shall not unreasonably withhold its consent under any provision
        of the Security Documents to the sale of a Mortgaged Ship if the Owner
        delivers to the Bank evidence satisfactory to the Bank that such sale is
        or will be for the full value of the Ship for payment in cash at arm's
        length and upon normal commercial terms to a purchaser which is not
        associated with any Owner or the Borrower provided that no Default has
        occurred or will, on completion of such sale, have occurred and the Bank
        is satisfied that on or immediately after the delivery of such Ship to
        the relevant purchaser, the proceeds of sale of such Ship (after
        deducting customary brokers' commissions and any expenses related to
        such sale) will be of an amount

        not less than that required by the Bank to be prepaid upon completion of
        such sale pursuant to clause 4.5 together with all sums payable by the
        Borrower to the Bank under clause 4.6.

8.5     Financial covenants

8.5.1   The Borrower undertakes that at all times during the Security Period the
        financial condition of the Borrower, which shall be evidenced by the
        Accounting Information provided to the Bank shall be such that:

        (a)     the Borrower's Adjusted Net Worth shall never be less than two
                hundred and fifty million Dollars ($250,000,000) and will at all
                times exceed thirty five per cent (35%) of Total Assets; and

        (b)     EBITDA of the Borrower will at all times exceed one hundred and
                twenty per cent (120%) of the aggregate amount of Fixed Charges;

        (c)     the Liquid Funds of the Borrower shall not at any time be less
                than the higher of:

                (i)     ten million Dollars ($10,000,000); or

                (ii)    five hundred thousand Dollars ($500,000) per Group
                        Vessel.

        The Borrower further confirms and undertakes that if the terms relating
        to any future Borrowed Money (whether of the Borrower or any Related
        Company) including financial covenants are different to those detailed
        in this clause 8.5 the Borrower shall upon the Bank's first demand in
        writing execute such documents as the Bank may require to enable the
        Bank to benefit from such enhanced and/or stronger financial covenants.

8.5.2   For the purposes of this Clause 8.5:

        "Accounting Information" means the quarterly financial statements and/or
        the annual audited financial statements to be provided by the Borrower
        to the Bank in accordance with clause 8.1.5 of this Agreement;

        "Accounting Period" means each consecutive period of approximately three
        months falling during the Security Period (ending on the last day in
        March, June, September and December of each year) for which quarterly
        Accounting Information is required to be delivered pursuant to clause
        8.1.5 of this Agreement;

        "Adjusted Net Worth" means, in respect of an Accounting Period, the
        amount of Total Assets less Consolidated Debt;

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

        "Consolidated Financial Indebtedness" means, in respect of each
        Accounting Period, the aggregate amount of Financial Indebtedness
        (including current maturities) due by the members of the Group (other
        than any such Financial Indebtedness owing by any member of the Group to
        another member of the Group) as stated in the then most recent
        Accounting Information;

        "Current Assets" means, in respect of each Accounting Period, the
        aggregate of the cash and marketable securities, trade and other
        receivables from persons other than a member of the Group realisable
        within one year, inventories and prepaid expenses which are to be
        charged to income within one year less any doubtful debts and any
        discounts or allowances given as stated in the then most recent
        Accounting Information;

        "Debt" means in relation to any member of the Group (the "debtor");

        (a)     Financial Indebtedness of the debtor;

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

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

        (d)     deferred tax of the debtor; and

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

        "EBITDA" means, in respect of an Accounting Period, the aggregate amount
        of consolidated pre-tax profits of the Group before extraordinary or
        exceptional items, depreciation, interest, rentals under finance leases
        and similar charges payable as stated in the then most recent Accounting
        Information;

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

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

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

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

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

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

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

        "Fixed Charges" means, in respect of an Accounting Period, the aggregate
        of Interest Expenses and the portion of Consolidated Financial
        Indebtedness (other than balloon repayments) falling due during that
        period, as stated in the then most recent Accounting Information;

        "Group" means the Borrower and its subsidiaries (whether direct or
        indirect and including, but not limited to, the Owners) from time to
        time during the Security Period and "member of the Group" shall be
        construed accordingly;

        "Group Vessels" means any vessel (including, but not limited to, the
        Ships) from time to time owned by any member of the Group (each a "Group
        Vessel");

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

        "Liquid Funds" means, in respect of an Accounting Period:

        (a)     cash in hand or held with banks or other financial institutions
                of the Borrower and/or any other member of the Group in Dollars
                or another currency freely convertible into Dollars, which is
                free of any Encumbrance (other than a Permitted Encumbrance and
                other than ordinary bankers' liens which have not been enforced
                or become capable of being enforced);

        (b)     any other short-term financial investments which is free of any
                Security Interest (other than a Permitted Security Interest),

        as stated in the then most recent Accounting Information;

        "Tangible Fixed Assets" means, in respect of an Accounting Period, the
        value (less depreciation computed in accordance with GAAP) on a
        consolidated basis of all tangible fixed assets of the Group as stated
        in the then most recent Accounting Information; and

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

        All expressions used in the definitions of this clause 8.5 which are not
        otherwise defined herein shall be construed in accordance with generally
        accepted accounting principles in the United States of America.

8.6     Pre-delivery positive undertakings

        In relation to each Additional Ship which is a newbuilding, the Borrower
        undertakes and agrees with the Bank that it will or will procure that
        the relevant Owner will:

8.6.1   Document of title to an Additional Ship

        give irrevocable instructions to the relevant Builder to hold such
        Additional Ship and the builder's certificate and any other document of
        title to such Additional Ship to the order and at the disposal of the
        Bank and ensure that the relevant Builder complies with such
        instructions;

8.6.2   Performance of the Contract

        duly and punctually observe and perform all the conditions and
        obligations imposed on it by the relevant Contract; 8.6.3 Performance by
        Builder

        use its best endeavours to ensure that the Builder of such Additional
        Ship observes and performs all conditions and obligations imposed on it
        by the relevant Contract and take all steps within its power to ensure
        that the Builder proceeds with the construction of such Additional Ship
        with due diligence and despatch;

8.6.4   Progress of construction

        upon the request of the Bank, advise the Bank of the progress of
        construction of such Additional Ship and supply the Bank with such other
        information as it may require regarding such Additional Ship, and the
        materials allocated to such Additional Ship, the relevant Contract, or
        otherwise relating to the construction of such Additional Ship;

8.6.5   Arbitration under the Contract

        in the event that the Builder of such Additional Ship and/or the
        relevant Owner resort to arbitration as provided in the relevant
        Contract, immediately notify the Bank in writing that such arbitration
        has been initiated, advise the Bank in writing of the identity of the
        appointed arbitrators and upon termination of the arbitration notify the
        Bank in writing to that effect and supply the Bank with a copy of the
        arbitration award and a certified English translation thereof;

8.6.6   Conveyance on default

        where such Additional Ship is (or is to be) sold in exercise of any
        power contained in the relevant Pre-delivery Security Assignment or
        otherwise conferred on the Bank, to execute, forthwith upon request by
        the Bank, such form of conveyance of such Additional Ship as the Bank
        may require;

8.6.7   Enforcement of Owner's rights

        do or permit to be done each and every act or thing which the Bank may
        from time to time require to be done for the purpose of enforcing the
        relevant Owner's rights under or pursuant to the relevant Contract and
        allow the name of the relevant Owner to be used as and when required by
        the Bank for that purpose;

8.6.8   Notification of rejection of an Additional Ship

        notify the Bank immediately if the relevant Builder or (with the prior
        written consent of the Bank given pursuant to clause 8.5) the relevant
        Owner cancels, rescinds, repudiates or otherwise terminates the relevant
        Contract or purports to do so or (with the prior written consent of the
        Bank given pursuant to clause 8.5) the relevant Owner rejects such
        Additional Ship or purports to do so or if such Additional Ship shall
        become a Total Loss or partial loss or shall be damaged;

8.6.9   Ship's name and registration

        register such Additional Ship provisionally or permanently under the
        laws and flag of the relevant Flag State immediately upon Delivery,
        procure that (if such Additional Ship is so registered provisionally on
        the Delivery Date) such Additional Ship is permanently registered under
        the laws and flag of the relevant Flag State no later than one hundred
        and eighty (180) days after the Delivery Date and keep such Additional
        Ship registered at all times from the Delivery Date under the laws and
        flag of the relevant Flag State; and

8.6.10  Mortgage

        execute, and procure the registration of, the Mortgage relative to such
        Additional Ship under the laws and flag of the relevant Flag State
        immediately upon Delivery.

8.7     Pre-delivery negative undertakings

        In relation to each Additional Ship which is a newbuilding, the Borrower
        hereby further undertakes and agrees with the Bank that it will not, and
        will procure that the relevant Owner will not without the prior written
        consent of the Bank (and then only subject to such conditions as the
        Bank may impose):

8.7.1   Sale or other disposal

        sell or agree to sell, transfer, abandon or otherwise dispose of such
        Additional Ship or any share or interest therein;

8.7.2   Creation of Encumbrances

        create or agree to create or permit to subsist any Encumbrance over such
        Additional Ship (or any share or interest therein) other than the
        Encumbrances created or to be created pursuant to the Security
        Documents;

8.7.3   Variation of Contract

        agree to any variation of the relevant Contract or any substantial
        variation of the specification of such Additional Ship (and for the
        purpose of this paragraph any extras, additions or alterations which the
        relevant Owner may desire to effect in the building of such Additional
        Ship shall be deemed to constitute a substantial variation if the cost
        thereof (which shall in every case be

        agreed in writing between the relevant Owner and the relevant Builder
        before the work is put in hand irrespective of whether the prior consent
        thereto of the Bank be required hereunder) or if the aggregate cost of
        the proposed work together with the cost of any work already ordered
        will alter the fixed price of any of such Additional Ship by an amount
        greater than five per cent (5%) of the said fixed price);

8.7.4   Releases and waivers of Contract

        release the relevant Builder from any of its obligations under the
        relevant Contract or waive any breach of the relevant Builder's
        obligations thereunder or consent to any such act or omission of the
        relevant Builder as would otherwise constitute such breach;

8.7.5   Delays

        without prejudice to clause 8.5.3, agree to any variation of the
        relevant Contract or the specification of such Additional Ship which
        would delay the time for delivery of such Additional Ship;

8.7.6   Rejection and cancellation

        either exercise or fail to exercise any right which the relevant Owner
        may have to reject such Additional Ship or cancel or rescind or
        otherwise terminate the relevant Contract provided always that any such
        rejection of such Additional Ship or cancellation, rescission or other
        termination of the relevant Contract by the relevant Owner after such
        consent is given shall be without responsibility on the part of the Bank
        who shall be under no liability whatsoever to the extent that such
        rejection, rescission, cancellation or termination is thereafter
        adjudged to constitute a repudiation or other breach of such Contract by
        the relevant Owner;

8.7.7   Assignment of Earnings

        assign or agree to assign otherwise than to the Bank the Earnings of
        such Additional Ship or any part thereof;

8.7.8   Variation of a Refund Guarantee

        agree to any variation of the relevant Refund Guarantee;

8.7.9   Release and waiver of the Refund Guarantee

        release the relevant Refund Guarantor from any of its obligations under
        the relevant Refund Guarantee or waive any breach of the relevant Refund
        Guarantor's obligations thereunder or consent to any such act or
        omission of such Refund Guarantor as would otherwise constitute such
        breach;

8.7.10  Chartering

        let or agree to let such Additional Ship:

        (a)     on demise charter for any period; or

        (b)     by any time or consecutive voyage charter for a term which
                exceeds or which by virtue of any optional extensions therein
                contained may exceed twelve (12) months' duration; or

        (c)     on terms whereby more than two months' hire (or the equivalent)
                is payable in advance; or

        (d)     below the market rate prevailing at the time when such
                Additional Ship is fixed or other than on arms length terms;

8.7.11  Manager

        to appoint a manager of such Additional Ship (other than the Manager) or
        to terminate or amend the terms of any Management Agreement. 9
        Conditions

9.1     Commitment

        The obligation of the Bank to make the Commitment available shall be
        subject to the condition that the Bank, or its duly authorised
        representative, shall have received the documents and evidence set out
        in Part 1 of Schedule 3.

9.2     First Advance

        The obligation of the Bank to make the first Advance available shall be
        subject to the condition that the Bank or its duly authorised
        representative shall have received not later than two (2) Banking Days
        before the day on which the Drawdown Notice for the first Advance is
        given, the documents and evidence specified in Part 2 of Schedule 3 in
        form and substance satisfactory to the Bank.

9.3     All Advances

        The obligation of the Bank to make each Advance (other than an Advance
        which represents a re-borrowing of the Committed Facility B Amount in
        respect of which, subject to the satisfaction of the provisions of
        clause 4.2.3, no conditions precedent shall apply other than the issue
        of a Drawdown Notice for the relevant amount together with evidence that
        the Security Value is at least equal to the Security Requirement) shall
        be subject to the further condition that the Bank, or its duly
        authorised representative, shall have received on or prior to the
        relevant Drawdown Date of such Advance, the documents and evidence
        specified in Part 3 of Schedule 3 in form and substance satisfactory to
        the Bank.

9.4     Contract Instalment Advances of Facility B

        The obligation of the Bank to make any Advance which is a Contract
        Instalment Advance of Facility B shall be subject to the condition that
        the Bank, or its duly authorised representative, shall have received, on
        or prior to the day on which that Advance is intended to be made, the
        documents and evidence specified in Part 4 of Schedule 3 in form and
        substance satisfactory to the Banks.

9.5     Expected Project Costs

        The obligation of the Bank to make any Advance of Facility B for an
        Additional Ship which is a newbuilding constituting in part Expected
        Project Costs shall be subject to the further condition that the Bank,
        or its duly authorised representative, shall have received invoices or
        pro-forma invoices itemised in a written inventory which properly and
        accurately represents the Expected Project Costs to the satisfaction of
        the Bank in its reasonable discretion.

9.6     General conditions precedent

        The obligation of the Bank to make any Advance thereof shall be subject
        to the further conditions that, at the time of the giving of the
        Drawdown Notice for such Advance thereof, and at the time of the making
        of such Advance thereof:

9.6.1   the representations and warranties contained in (i) clauses 7.1 (and so
        that the representation and warranty in clause 7.1.9 shall for this
        purpose refer to the then latest audited financial statements delivered
        to the Bank under clause 8.1.5), 7.2 and 7.3 and (ii) clauses 4.1 and
        4.2 of the Owner's Guarantees (and so that the representation and
        warranty in clause 4:1.6 of

        Owner's Guarantees shall for this purpose refer to the then latest
        audited financial statements delivered to the Bank under clause 5.1 of
        the Owner's Guarantees) are true and correct on and as of each such time
        as if each was made with respect to the facts and circumstances existing
        at such time; and

9.6.2   no Default shall have occurred and be continuing or would result from
        the making of the relevant Advance thereof.

9.7     Waiver of conditions precedent

        The conditions specified in this clause 9 are inserted solely for the
        benefit of the Bank and may be waived by the Bank in whole or in part
        and with or without conditions.

9.8     Further conditions precedent

        Not later than five (5) Banking Days prior to each Drawdown Date and not
        later than five (5) Banking Days prior to each Interest Payment Date,
        the Bank may request and the Borrower shall, not later than two (2)
        Banking Days prior to such date, deliver to the Bank on such request
        further favourable certificates and/or opinions as to any or all of the
        matters which are the subject of clauses 7, 8, 9 and 10 of this
        Agreement and clauses 4 and 5 of the each Owner's Guarantee. 10 Events
        of Default

10.1    Events

        There shall be an Event of Default if:

10.1.1  Non-payment: any Security Party fails to pay any sum payable by it under
        any of the Security Documents or the Underlying Documents at the time,
        in the currency and in the manner stipulated in the Security Documents
        or the Underlying Documents (and so that, for this purpose, sums payable
        on demand shall be treated as having been paid at the stipulated time if
        paid within three (3) Banking Days of demand); or

10.1.2  Master Swap Agreement:

        (a)     an Event of Default or Potential Event of Default (in each case
                as defined in the Master Swap Agreement) has occurred and is
                continued under the Master Swap Agreement or

        (b)     an Early Termination Date (as defined in the Master Swap
                Agreement) has occurred or been or become capable of being
                effectively designated under the Master Swap Agreement or

        (c)     a person entitled to do so gives notice of an Early Termination
                Date under Section 6(b)(iv) of the Master Swap Agreement or

        (d)     the Master Swap Agreement is terminated, cancelled, suspended,
                rescinded or revoked or otherwise ceases to remain in full force
                and effect for any reason; or

10.1.3  Breach of Insurance and certain other obligations: the Borrower fails to
        obtain and/or maintain the Insurances (as defined in, and in accordance
        with the requirements of, the Ship Security Documents) for any of the
        Mortgaged Ships or if any insurer in respect of such Insurances cancels
        the Insurances or disclaims liability by reason, in either case, of
        misstatement in any proposal for the Insurances or for any other failure
        or default on the part of the Borrower or any other person or the
        Borrower or any Owner commits any breach of or omits to observe any of
        the obligations or undertakings expressed to be assumed by it under
        clauses 8.1 or 8.2 or 8.6 or 8.7; or

10.1.4  Breach of other obligations: any Security Party commits any breach of or
        omits to observe any of its obligations or undertakings including
        without limitation, any Financial Covenants expressed to be assumed by
        it under any of the Underlying Documents or the Security Documents
        (other than those referred to in clauses 10.1.1 and 10.1.2 above) and,
        in respect of any such breach or omission which in the opinion of the
        Bank is capable of remedy, such action as the Bank may require shall not
        have been taken within fourteen (14) days (or any

        such period as the Bank may agree in writing) of the Bank notifying the
        relevant Security Party of such default and of such required action; or

10.1.5  Misrepresentation: any representation or warranty made or deemed to be
        made or repeated by or in respect of any Security Party in or pursuant
        to any of the Security Documents or any of the Underlying Documents or
        in any notice, certificate or statement referred to in or delivered
        under any of the Security Documents or any of the Underlying Documents
        is or proves to have been incorrect or misleading in any material
        respect; or

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

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

10.1.8  Insolvency: any Security Party is unable or admits inability to pay its
        debts as they fall due; suspends making payments on any of its debts or
        announces an intention to do so; or

10.1.9  Reduction or loss of capital: a meeting is convened by any Security
        Party for the purpose of passing any resolution to purchase, reduce or
        redeem any of its share capital or shares, as the case may be; or

10.1.10 Winding up: any corporate action, legal proceedings or other procedure
        or step is taken for the purpose of winding-up any Security Party or an
        order is made or resolution passed for the winding up of any Security
        Party or a notice is issued convening a meeting for the purpose of
        passing any such resolution; or

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

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

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

10.1.14 Analogous proceedings: there occurs, in relation to any Security Party,
        in any country or territory in which any of them carries on business or
        to the jurisdiction of whose courts any part of their assets is subject,
        any event which, in the reasonable opinion of the Bank, appears in that
        country or territory to correspond with, or have an effect equivalent or
        similar to, any of those mentioned in clauses 10.1.7 to 10.1.13
        (inclusive) or any Security Party otherwise

        becomes subject, in any such country or territory, to the operation of
        any law relating to insolvency, bankruptcy or liquidation; or

10.1.15 Cessation of business: any Security Party suspends or ceases or
        threatens to suspend or cease to carry on its business; or

10.1.16 Seizure: all or a material part of the undertaking, assets, rights or
        revenues of, or shares or other ownership interests in, any Security
        Party are seized, nationalised, expropriated or compulsorily acquired by
        or under the authority of any government; or

10.1.17 Invalidity: any of the Security Documents or any of the Underlying
        Documents shall at any time and for any reason become invalid or
        unenforceable or otherwise cease to remain in full force and effect, or
        if the validity or enforceability of any of the Security Documents or
        any of the Underlying Documents shall at any time and for any reason be
        contested by any Security Party which is a party thereto, or if any such
        Security Party shall deny that it has any, or any further, liability
        thereunder; or

10.1.18 Unlawfulness: it becomes impossible or unlawful at any time for any
        Security Party, to fulfil any of the covenants and obligations expressed
        to be assumed by it in any of the Security Documents or any of the
        Underlying Documents or for the Bank to exercise the rights or any of
        them vested in it under any of the Security Documents or otherwise; or

10.1.19 Repudiation: any Security Party repudiates any of the Security Documents
        or any of the Underlying Documents or does or causes or permits to be
        done any act or thing evidencing an intention to repudiate any of the
        Security Documents or any of the Underlying Documents; or

10.1.20 Encumbrances enforceable: any Encumbrance (other than Permitted Liens)
        in respect of any of the property (or part thereof) which is the subject
        of any of the Security Documents becomes enforceable; or

10.1.21 Material adverse change: there occurs, in the opinion of the Bank, a
        material adverse change in the financial condition of any Security Party
        by reference to the financial statements referred to in clause 7.1.9 and
        clause 4.1.6 of the any Owner's Guarantee; or

10.1.22 Arrest: any Ship is arrested, confiscated, seized, taken in execution,
        impounded, forfeited, detained in exercise or purported exercise of any
        possessory lien or other claim or otherwise taken from the possession of
        the Borrower or relevant Owner and the Borrower or relevant Owner shall
        fail to procure the release of such Ship within a period of seven (7)
        days (or such other period as the Bank may agree in writing) thereafter;
        or

10.1.23 Registration: the registration of any Ship under the laws and flag of
        the relevant Flag State is cancelled or terminated without the prior
        written consent of the Bank or, if any Ship is only provisionally
        registered on the Delivery Date for such Ship, such Ship is not
        permanently registered under the laws and flag of the relevant Flag
        State within ninety (90) days after the Drawdown Date of the Advance
        constituting Facility A or, as the case may be, the Advance constituting
        the Initial Revolving Amount or, as the case may be, the Advance for
        such Ship or if such registration of any Ship is not renewed at least
        forty five (45) days (or such other period as the Bank may agree in
        writing) prior to the expiry of such registration; or

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

10.1.25 Environmental Incidents: there is an Environmental Incident which gives
        rise, or may give rise, to Environmental Claims which could, in the
        opinion of the Bank be expected to have a material adverse effect (i) on
        the business, assets, operations, property or financial condition of any
        Security Party or the Borrower's Group taken as a whole or (ii) on the
        security constituted by any of the Security Documents or the
        enforceability of that security in accordance with its terms; or

10.1.26 P&I: the Borrower or any Owner or any other person fails or omits to
        comply with any requirements of the protection and indemnity association
        or other insurer with which a Ship is entered for insurance or insured
        against protection and indemnity risks (including oil pollution risks)
        to the effect that any cover (including, without limitation, any cover
        in respect of liability for Environmental Claims arising in
        jurisdictions where such Ship operates or trades) is or may be liable to
        cancellation, qualification or exclusion at any time; or

10.1.27 Parent company: any Owner ceases to be a wholly-owned subsidiary of the
        Borrower; or

10.1.28 Breach of Contract: there is a material breach by the Borrower or any
        Owner, a Seller or a Builder of any Contract or the Borrower fails to
        repay any Advance of Facility B constituting (in part) Expected Project
        Costs representing a 10% deposit under a Contract relating to a purchase
        of an Additional Ship which is a second hand vessel within 7 days of the
        date of expiry or termination of the relevant Contract; or

10.1.29 Termination or variation of a Contract: a Contract is terminated for any
        reason whatsoever or a Contract is frustrated or varied in any manner
        not permitted by or pursuant to the relevant Pre-delivery Security
        Assignment or this Agreement; or

10.1.30 Termination of a Refund Guarantee: a Refund Guarantee is repudiated,
        cancelled, rescinded or otherwise terminated; or

10.1.31 Non-Delivery of Ship: a Ship is not delivered to, and accepted by, the
        Borrower or relevant Owner under a Contract on or before the Termination
        Date (or such later date as the Bank in its absolute discretion, may
        agree in writing); or

10.1.32 Material events: any other event occurs or circumstance arises which, in
        the opinion of the Bank, is likely materially and adversely to affect
        either (i) the ability of any Security Party to perform all or any of
        its obligations under or otherwise to comply with the terms of any of
        the Security Documents or (ii) the security created by any of the
        Security Documents; or

10.1.33 ISM Code: the Borrower or any Owner or any Operator fails to comply with
        the requirements of the ISM Code and/or obtain and/or maintain a DOC for
        itself and an SMC in respect of each of the Ships in accordance with the
        ISM Code; or

10.1.34 ISPS Code: the Borrower or any Owner or any Operator fails to comply
        with the requirements of the ISPS Code and/or obtain and/or maintain the
        certifications required in respect of each of the Ships in accordance
        with the ISPS Code; or

10.1.35 Managers: any Manager takes any action or institutes any proceedings or
        makes or asserts any claim against any Ship in exercise or purported
        exercise of any claim; or

10.1.36 Management of Borrower: Evangelos Pistiolis ceases to be the Chief
        Executive Officer of the Borrower without the Bank's prior written
        consent; or

10.1.37 Failure to Drawdown Delivery Date Advance: the Borrower fails to
        drawdown a Delivery Date Advance without the prior written consent of
        the Bank which shall not be unreasonably withheld; or

10.1.38 Intra-Group Loans Agreements: the Borrower demands or accepts any
        repayments of principal or interest or any other sum payable under the
        Intra-Group Loan Agreements save as envisaged by clause 14.4 or takes
        any action against any Owner without the prior written consent of the
        Bank.

10.2    Acceleration

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

10.2.1  the obligation of the Bank to make the Commitment available shall be
        terminated, whereupon the Commitment shall be reduced to zero forthwith;
        and/or

10.2.2  the Loan and all interest and commitment commission accrued and all
        other sums payable under the Security Documents have become due and
        payable, whereupon the same shall, immediately or in accordance with the
        terms of such notice, become due and payable.

10.3    Demand basis

        If, pursuant to clause 10.2.2, the Bank declares the Loan to be due and
        payable on demand, the Bank may by written notice to the Borrower (a)
        call for repayment of the Loan on such date as may be specified
        whereupon the Loan shall become due and payable on the date so specified
        together with all interest and commitment commission accrued and all
        other sums payable under this Agreement or (b) withdraw such declaration
        with effect from the date specified in such notice.

11      Indemnities

11.1    Miscellaneous indemnities

        The Borrower shall on demand indemnify the Bank, without prejudice to
        any of the Bank's other rights under any of the Security Documents,
        against any loss (including loss of Margin) or expense which the Bank
        shall certify (which certification shall not stand in the case of
        manifest error) as sustained or incurred by it as a consequence of:

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

11.1.2  the occurrence of any other Event of Default;

11.1.3  any prepayment of the Loan or part thereof being made under clause 4.4,
        4.5 or 12.1, or any other repayment of the Loan or part thereof being
        made otherwise than on an Interest Payment Date relating to the part of
        the Loan prepaid or repaid; or

11.1.4  any Advance not being made for any reason (excluding any default by the
        Bank) after the relevant Drawdown Notice for such Advance has been
        given,

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

11.2    Currency indemnity

        If any sum due from the Borrower under any of the Security Documents or
        any order or judgment given or made in relation thereto has to be
        converted from the currency (the "first currency") in which the same is
        payable under the relevant Security Document or under such order or
        judgment into another currency (the "second currency") for the purpose
        of (a) making or filing a claim or proof against the Borrower, (b)
        obtaining an order or judgment in any court or other tribunal or (c)
        enforcing any order or judgment given or made in relation to any of the
        Security Documents, the Borrower shall indemnify and hold harmless the
        Bank from and against any loss suffered as a result of any difference
        between (i) the rate of exchange used for such purpose to convert the
        sum in question from the first currency into the second currency and
        (ii) the rate or rates of exchange at which the Bank may in the ordinary
        course of business purchase the first currency with the second currency
        upon receipt of a sum paid to it in satisfaction, in whole or in part,
        of any such order, judgment, claim or proof. Any amount due from the
        Borrower under this clause 11.2 shall be due as a separate debt and
        shall not be affected by judgment being obtained for any other sums due
        under or in respect of any of the Security Documents and the term "rate
        of exchange" includes any premium and costs of exchange payable in
        connection with the purchase of the first currency with the second
        currency. 11.3 Environmental indemnity

        The Borrower shall indemnify the Bank on demand and hold the Bank
        harmless from and against all costs, claims, expenses, losses, demands,
        liabilities, actions, proceedings (whether civil or criminal) penalties,
        fines, damages, orders or other outgoings, of whatever nature
        (including, without limitation, those arising under Environmental Laws)
        which may be suffered, incurred, paid by or made or asserted against the
        Bank at any time whether before or after the repayment in full of
        principal and interest under this Agreement relating to, or arising
        directly or indirectly in any manner or for any cause or reason
        whatsoever out of an Environmental Claim made or asserted against the
        Bank which would or could not have been brought if the Bank had not
        entered into any of the Security Documents and/or exercised any of its
        rights, powers and discretions thereby conferred and/or performed any of
        its obligations thereunder and/or been involved in any of the
        transactions contemplated by the Security Documents.

12      Unlawfulness and increased costs

12.1    Unlawfulness

        If it is or becomes contrary to any law or regulation for the Bank to
        make any Advance or to maintain the Commitment or fund the Loan the Bank
        shall promptly give notice to the Borrower whereupon (a) the Commitment
        shall be reduced to zero and (b) the Borrower shall be obliged to prepay
        the Loan either (i) forthwith or (ii) on a future specified date not
        being earlier than the latest date permitted by the relevant law or
        regulation together with interest and commitment commission accrued to
        the date of prepayment and all other sums payable by the Borrower under
        this Agreement and/or the Master Swap Agreement.

12.2    Increased costs

        If the result of any change in, or in the interpretation or application
        of, or the introduction of, any law or any regulation, request or
        requirement (whether or not having the force of law, but, if not having
        the force of law, with which the Bank or, as the case may be, its
        holding company habitually complies), including (without limitation)
        those relating to Taxation, capital adequacy, liquidity, reserve assets,
        cash ratio deposits and special deposits, is to:

12.2.1  subject the Bank to Taxes or change the basis of Taxation of the Bank
        with respect to any payment under any of the Security Documents (other
        than Taxes or Taxation on the overall net income, profits or gains of
        the Bank imposed in the jurisdiction in which its principal or lending
        office under this Agreement is located); and/or

12.2.2  increase the cost to, or impose an additional cost on, the Bank or its
        holding company in making or keeping the Commitment available or
        maintaining or funding all or part of the Loan; and/or

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

12.2.4  reduce the Bank's or its holding company's rate of return on its overall
        capital by reason of a change in the manner in which it is required to
        allocate capital resources to the Bank's obligations under any of the
        Security Documents; and/or

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

12.2.6  require the Bank or its holding company to incur or sustain a loss
        (including a loss of future potential profits) by reason of being
        obliged to deduct all or part of the Commitment or the Loan from its
        capital for regulatory purposes,

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

        (a)     the Bank shall notify the Borrower in writing of such event
                promptly upon its becoming aware of the same; and

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

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

12.3    Exception

        Nothing in clause 12.2 shall entitle the Bank to receive any amount in
        respect of compensation for any such liability to Taxes, increased or
        additional cost, reduction, payment, foregone return or loss (a) to the
        extent that the same is taken into account in calculating the Additional
        Cost or (b) to the extent that the same is the subject of an additional
        payment under clause 6.6.

13      Security and set-off

13.1    Application of moneys

        All moneys received by the Bank under or pursuant to any of the Security
        Documents and expressed to be applicable in accordance with the
        provisions of this clause 13.1 shall be applied by the Bank in the
        following manner:

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

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

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

13.1.4  fourthly in or towards payment to the Bank for any loss suffered by
        reason of any such payment in respect of principal not being effected on
        an Interest Payment Date relating to the part of the Loan repaid;

13.1.5  fifthly in or towards payment to the Bank of any other sums owing to it
        under any of the Security Documents; and

13.1.6  sixthly the surplus (if any) shall be paid to the Borrower or to
        whomsoever else may be entitled to receive such surplus,

        or in such manner as the Bank may in its reasonable discretion
        determine. 13.2 Set-off

13.2.1  The Borrower authorises the Bank (without prejudice to any of the Bank's
        rights at law, in equity or otherwise), at any time and without notice
        to the Borrower, to apply any credit balance to which the Borrower is
        then entitled standing upon any account of the Borrower with any branch
        of the Bank in or towards satisfaction of any sum due and payable from
        the Borrower to the Bank under any of the Security Documents. For this
        purpose, the Bank is authorised to purchase with the moneys standing to
        the credit of such account such other currencies as may be necessary to
        effect such application. The Bank shall not be obliged to exercise any
        right given to it by this clause 13.2. The Bank shall notify the
        Borrower forthwith upon the exercise or purported exercise of any right
        of set-off giving full details in relation thereto.

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

13.3    Further assurance

        The Borrower undertake that the Security Documents shall both at the
        date of execution and delivery thereof and so long as any moneys are
        owing under any of the Security Documents be valid and binding
        obligations of the respective parties thereto and rights of the Bank
        enforceable in accordance with their respective terms and that it will,
        at its expense, execute, sign, perfect and do, and will procure the
        execution, signing, perfecting and doing by each of the other Security
        Parties of, any and every such further assurance, document, act or thing
        as in the reasonable opinion of the Bank may be necessary or desirable
        for perfecting the security contemplated or constituted by the Security
        Documents.

13.4    Conflicts

        In the event of any conflict between this Agreement and any of the other
        Borrower's Security Documents, the provisions of this Agreement shall
        prevail.

14      Accounts

14.1    General

14.1.1  The Borrower undertakes with the Bank that it will:

        (a)     on or before the Drawdown Date of the Advance constituting
                Facility A or the first Advance (whichever is the earlier) open
                or procure that there is opened by the relevant Initial Owner
                the relevant Operating Account and prior to the drawdown of any
                Advance relative to an Additional Ship open or procure that
                there is opened by the Owner of the relevant Additional Ship an
                Operating Account for that Additional Ship; and

        (b)     procure that all moneys payable to the Borrower and/or any Owner
                in respect of the Earnings (as defined in the Ship Security
                Documents) of the Ships shall, unless and until the Bank directs
                to the contrary pursuant to proviso (a) to clause 2.1 of the
                General Assignments, be paid to the relevant Operating Account
                Provided however that if any of the moneys paid to the Operating
                Accounts are payable in a currency other than Dollars, the Bank
                shall convert such moneys into Dollars at the Bank's spot rate
                of exchange at the relevant time for the purchase of Dollars
                with such currency and the term "spot rate of exchange" shall
                include any premium and costs of exchange payable in connection
                with the purchase of Dollars with such currency; and

        (c)     on or before the first Drawdown Date pay or procure that there
                is paid the sum of ten million Dollars ($10,000,000) by way of
                working capital to the Operating Accounts and maintain such
                balance in accordance with clause 8.1.16.

14.2    Account Terms

14.2.1  Amounts standing to the credit of the Operating Accounts shall, (unless
        otherwise agreed between the Bank the Borrower and each of the Owners)
        bear interest at the rates from time to time offered by the Bank to its
        customers for Dollar deposits in comparable amounts for comparable
        periods. Interest shall accrue on the Operating Accounts from day to day
        and be

        calculated on the basis of actual days elapsed and a 360 day year and
        shall be credited as appropriate to the Operating Accounts at such times
        as the Bank, the Borrower and each of the Owners shall agree.

14.2.2  The Borrower and each of the Owners shall, unless and until a Default
        shall occur and the Bank shall direct to the contrary, be entitled from
        time to time to require that moneys for the time being standing to the
        credit of the Operating Accounts be transferred in such amounts and for
        such periods as the Borrower and each of the Owners select to fixed-term
        deposit accounts ("deposit accounts") opened in the name of the Borrower
        and each of the Owners with the Bank. The Borrower and each of the
        Owners shall not be entitled pursuant to clause 14.3 to withdraw moneys
        standing to the credit of the Operating Accounts which are the subject
        of a fixed term deposit until the expiry of the period of such deposit
        unless the Borrower and each of the Owners shall, on withdrawing such
        moneys, pay to the Bank on demand any loss or expense which the Bank
        shall certify that it has sustained or incurred as a result of such
        withdrawal being made prior to the expiry of the period of the relevant
        deposit and the Bank shall be entitled to debit the relevant Operating
        Account for the amount so certified prior to such withdrawal being made.
        In the event that any moneys deposited are to be applied pursuant to
        clause 14.5, the Borrower and each of the Owners shall, on such
        application being made, pay to the Bank on demand any loss or expense
        which the Bank shall certify that it has sustained or incurred as a
        result of such application being made prior to the expiry of the period
        of the relevant deposit and the Bank shall be entitled to debit the
        Operating Accounts for the amount so certified prior to such application
        being made. Any deposit accounts shall, for all the purposes of the
        Security Documents, be deemed to be sub-accounts of the Operating
        Accounts from which the moneys deposited in the deposit accounts were
        transferred and all references in the Security Documents to the
        Operating Account shall be deemed to include the deposit accounts deemed
        as aforesaid to be sub-accounts thereof.

14.3    Operating Account: withdrawals

        Unless the Bank otherwise agrees in writing, the Borrower and each of
        the Owners shall not be entitled to withdraw any moneys from the
        Operating Accounts at any time from the date of this Agreement and so
        long as any moneys are owing under the Security Documents save that,
        unless and until a Default shall occur and the Bank shall direct to the
        contrary, the Borrower and each of the Owners may, subject to clause
        14.2.2 withdraw moneys from the Operating Accounts, provided that the
        aggregate ,amount standing to the credit of the Operating Accounts after
        such withdrawal does not result in a breach of the provisions of clause
        8.1.16 for the following purposes:

14.3.1  to pay any amount to the Bank in or towards payment of any instalments
        of interest or principal or any other amounts then payable pursuant to
        the Security Documents and to the extent that there are moneys standing
        to the credit of the Operating Accounts as at any Repayment Date and
        Interest Payment Date or other relevant date, the Borrower and each of
        the Owners hereby irrevocably authorise the Bank to apply such moneys in
        or towards payment of any instalments of interest or principal or other
        amounts payable pursuant to the Security Documents provided always that
        this shall be strictly without prejudice to the obligations of the
        Borrower and each of the Owners to make any such payments to the extent
        that the aforesaid application by the Bank is insufficient to meet the
        same; and

14.3.2  to pay the proper and reasonable operating expenses (including costs of
        insuring, repairing and maintaining the Ships) of the Ships and the
        proper and reasonable expenses of administering the affairs of the
        Borrower and each of the Owners; and

14.3.3  to pay any Manager's remuneration under any Management Agreement in the
        amounts and at the times therein stated.

14.4    Repayment under the Intra-Group Loan Agreements The Borrower
        acknowledges and agrees that:

14.4.1  until such time as all sums due and payable under this Agreement and
        each of the other Security Documents have been satisfied in full the
        obligation of each Owner to pay all sums of

        principal and interest and any other sums payable under the relevant
        Intra-Group Loan Agreements shall be fully satisfied by that Owner
        depositing the relevant sums to the credit of its Operating Account and
        the Borrower hereby irrevocably and unconditionally acknowledges that
        all moneys from time to time standing to the credit of the Operating
        Accounts shall be freely available to the Bank for application in or
        towards payment of any instalments of principal or interest or any other
        amounts then due and payable pursuant to this Agreement and any of the
        other Security Documents; and

14.4.2  at any time after the occurrence of an Event of Default, the Bank may,
        without notice to the Borrower or any Owner, apply all moneys then
        standing to the credit of the Operating Accounts (together with interest
        from time to time accruing or accrued thereon) in or towards
        satisfaction of any sums due to the Bank under the Security Documents in
        the manner specified in clause 13.1.

14.5    Application of accounts

        At any time after the occurrence of an Event of Default, the Bank may,
        without notice to the Borrower or any Owner, apply all moneys then
        standing to the credit of the Operating Accounts (together with interest
        from time to time accruing or accrued thereon) in payment to the Bank
        and the Bank shall apply the same in or towards satisfaction of any sums
        due to the Bank under the Security Documents in the manner specified in
        clause 13.1.

14.6    Charging of Operating Accounts

14.6.1  The Operating 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 Operating Account Charges.

15      Assignment, transfer and lending office

15.1    Benefit and burden

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

15.2    No assignment by Borrower

        The Borrower may not assign or transfer any of its rights or obligations
        under this Agreement.

15.3    Assignment by Bank

        The Bank may assign all or any part of its rights under this Agreement
        or under any of the other Security Documents to any other bank or
        financial institution (an "Assignee") without the consent of the
        Borrower.

15.4    Transfer

        The Bank may transfer all or any_ part of its rights, benefits and/or
        obligations under this Agreement and/or any of the other Security
        Documents to any one or more banks or other financial institutions (a
        "Transferee") without the consent of the Borrower.

15.5    Documenting assignments and transfers

        If the Bank assigns all or any part of its rights or transfers all or
        any part of its rights, benefits and/or obligations as provided in
        clause 15.3 or 15.4 the Borrower undertakes, immediately on being
        requested to do so by the Bank and at the cost of the Bank, to enter
        into, and procure that the other Security Parties shall enter into, such
        documents as may be necessary or desirable to transfer to the Assignee
        or Transferee all or the relevant part of the Bank's interest in the
        Security Documents and all relevant references in this Agreement to the
        Bank shall thereafter be construed as a reference to the Bank and/or its
        Assignee or Transferee (as the case may be) to the extent of their
        respective interests.

15.6    Lending office

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

15.7    Disclosure of information

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

16      Notices and other matters

16.1    Notices

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

16.1.1  be in writing delivered personally or by first-class prepaid letter
        (airmail if available) or facsimile transmission or other means of
        telecommunication in permanent written form;

16.1.2  be deemed to have been received, subject as otherwise provided in the
        relevant Security Document, in the case of a letter, when delivered
        personally or three (3) days after it has been put in to the post and,
        in the case of a facsimile transmission or other means of
        telecommunication in permanent written form, at the time of despatch
        (provided that if the date of despatch is not a business day in the
        country of the addressee or if the time of despatch is after the close
        of business in the country of the addressee it shall be deemed to have
        been received at the opening of business on the next such business day);
        and

16.1.3  be sent:

        (a)     to the Borrower and any Owner at:

                c/o Top Tankers Inc. 109-111
                Messogion Ave. Politia Centre
                Building Cl
                Athens 11526
                Greece

                Fax no: +30 210 699 5361
                Attention: Mrs Eirini Alexandropoulou

        (b)     to the Bank at:

                Shipping Business Centre 5-10
                Great Tower Street London
                EC3P 3HX

                Fax No: +44 207 283 7538
                Attention: Ship Finance

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

16.2    No implied waivers, remedies cumulative

        No failure or delay on the part of the Bank to exercise any power, right
        or remedy under any of the Security Documents shall operate as a waiver
        thereof, nor shall any single or partial exercise by the Bank of any
        power, right or remedy preclude any other or further exercise thereof or
        the exercise of any other power, right or remedy. The remedies provided
        in the Security Documents are cumulative and are not exclusive of any
        remedies provided by law.

16.3    English language

        All certificates, instruments and other documents to be delivered under
        or supplied in connection with any of the Security Documents shall be in
        the English language or shall be accompanied by a certified English
        translation upon which the Bank shall be entitled to rely.

16.4    Counterparts

        This Agreement may be entered into in any number of counterparts and by
        the parties to it on separate counterparts, each of which when executed
        and delivered shall be an original, but all the counterparts shall
        together constitute one and the same instrument.

17      Governing law and jurisdiction

17.1    Law

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

17.2    Submission to jurisdiction

        The Borrower agrees, for the benefit of the Bank, that any legal action
        or proceedings arising out of or in connection with this Agreement
        against the Borrower or any of its assets may be brought in the English
        courts. The Borrower irrevocably and unconditionally submits to the
        jurisdiction of such courts and irrevocably designates, appoints and
        empowers Top Tankers (U.K.) Limited at present of Att: Aris Christinis,
        50 Park Street, London WI K 2JJ, England to receive for it and on its
        behalf, service of process issued out of the English courts in any such
        legal action or proceedings. The submission to such jurisdiction shall
        not (and shall not be construed so as to) limit the right of the Bank to
        take proceedings against the Borrower in the courts of any other
        competent jurisdiction nor shall the taking of proceedings in any one or
        more jurisdictions preclude the taking of proceedings in any other
        jurisdiction, whether concurrently or not.

        The parties further agree that only the courts of England and not those
        of any other State shall have jurisdiction to determine any claim which
        the Borrower may have against the Bank arising out of or in connection
        with this Agreement.

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


                   [SCHEDULES AND EXHIBITS HAVE BEEN OMITTED]


The Borrower

SIGNED by Stamatios Tsantanis      )
for and on behalf of               )
TOP TANKERS INC                    )
pursuant to a                      )
power of attorney dated 31/10/05   )         /s/ Stamatios Tsantanis
                                             --------------------------
                                             Attorney-in-fact



The Bank

SIGNED by Ekaterini Damianidou     )
for and on behalf of               )
THE ROYAL BANK OF SCOTLAND plc     )
pursuant to a                      )
power of attorney dated 22/6/04    )         /s/ Ekaterini Damianidou
                                             --------------------------
                                             Attorney-in-fact



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