7-31-06 Loan Agreement


    CREDIT
      AGREEMENT

     

    Dated
      as
      of July 31, 2006

     

    among

     

    ALBEMARLE
      MARITIME CORP.

    ARDEN
      MARITIME CORP.

    ASIA-AMERICA
      OCEAN CARRIERS LTD.

    BIRNAM
      MARITIME CORP.

    BRISTOL
      MARITIME CORP.

    CHESTER
      SHIPPING CORP.

    DARBY
      NAVIGATION CORP.

    DOVER
      MARITIME CORP.

    FRANKFORT
      MARITIME CORP.

    GLENWOOD
      MARITIME CORP.

    HANSEN
      SHIPPING CORP.

    HENLEY
      MARITIME CORP.

    HUDSON
      MARITIME CORP.

    KENSINGTON
      SHIPPING CORP.

    NEWKIRK
      NAVIGATION CORP.

    OLDCASTLE
      SHIPPING CORP.

    RECTOR
      SHIPPING CORP.

    REMSEN
      NAVIGATION CORP.

    SHEFFIELD
      MARITIME CORP.

    SHERMAN
      MARITIME CORP.

    STERLING
      SHIPPING CORP.

    STRATFORD
      SHIPPING CORP.

    VERNON
      MARITIME CORP.

    WINDSOR
      MARITIME CORP.,

    as
      the
      Borrowers,

    


    TBS
      INTERNATIONAL LIMITED,

     

    as
      Holdings and as a Guarantor

     

    TBS
      SHIPPING SERVICES INC.,

     

    as
      Administrative Borrower

     

    BANK
      OF AMERICA, N.A.,

     

    as
      Administrative Agent, Swing Line Lender and

     

    L/C
      Issuer,

     

    The
      Other Lenders Party Hereto

     

    CITIBANK,
      N.A.,

     

    as
      Syndication Agent

     

    WESTLB
      AG NEW YORK BRANCH,

     

    as
      Documentation Agent

     

    and

     

    BANC
      OF AMERICA SECURITIES LLC,

    as
      Sole
      Lead Arranger and Sole Book Manager

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      I.DEFINITIONS
      AND ACCOUNTING TERMS1

     

    1.01.Defined
      Terms1

     

    1.02.Other
      Interpretive Provisions34

     

    1.03.Accounting
      Terms35

     

    1.04.Rounding35

     

    1.05.Times
      of
      Day35

     

    1.06.Letter
      of
      Credit Amounts35

     

    1.07.Currency
      Equivalents Generally35

     

    ARTICLE
      II.the
      COMMITMENTS and Credit Extensions36

     

    2.01.The
      Loans36

     

    2.02.Borrowings,
      Conversions and Continuations of Loans36

     

    2.03.Letters
      of Credit38

     

    2.04.Swing
      Line Loans47

     

    2.05.Prepayments50

     

    2.06.Termination
      or Reduction of Commitments52

     

    2.07.Repayment
      of Loans53

     

    2.08.Interest53

     

    2.09.Fees54

     

    2.10.Computation
      of Interest and Fees55

     

    2.11.Evidence
      of Debt55

     

    2.12.Payments
      Generally; Administrative Agent’s Clawback56

     

    2.13.Sharing
      of Payments by Lenders57

     

    2.14.Additional
      Borrowers58

     

    2.15.Joint
      and
      Several Liability of the Borrowers60

     

    ARTICLE
      III.TAXES,
      YIELD PROTECTION AND ILLEGALITY61

     

    3.01.Taxes61

     

    3.02.Illegality63

     

    3.03.Inability
      to Determine Rates63

     

    3.04.Increased
      Costs64

     

    3.05.Compensation
      for Losses65

     

    3.06.Mitigation
      Obligations; Replacement of Lenders66

     

    3.07.Survival66

     

    ARTICLE
      IV.CONDITIONS
      PRECEDENT TO Credit Extensions66

     

    4.01.Conditions
      of Initial Credit Extension66

     

    4.02.Conditions
      to all Credit Extensions73

     

    ARTICLE
      V.REPRESENTATIONS
      AND WARRANTIES74

     

    5.01.Existence,
      Qualification and Power74

     

    5.02.Authorization;
      No Contravention74

     

    5.03.Governmental
      Authorization; Other Consents74

     

    5.04.Binding
      Effect74

     

    5.05.Financial
      Statements; No Material Adverse Effect; No Internal Control Event75

     

    5.06.Litigation75

     

    5.07.No
      Default76

     

    5.08.Ownership
      of Property; Liens; Investments76

     

    5.09.Environmental
      Compliance77

     

    5.10.Insurance77

     

    5.11.Taxes77

     

    5.12.ERISA
      Compliance78

     

    5.13.Subsidiaries;
      Equity Interests; Loan Parties79

     

    5.14.Margin
      Regulations; Investment Company Act; Public Utility Holding Company
      Act79

     

    5.15.Disclosure79

     

    5.16.Compliance
      with Laws80

     

    5.17.Intellectual
      Property; Licenses, Etc80

     

    5.18.Solvency80

     

    5.19.Casualty,
      Etc80

     

    5.20.Labor
      Matters80

     

    5.21.Collateral
      Documents80

     

    5.22.Not
      “National”; Etc80

     

    5.23.Ownership
      of Borrowers81

     

    5.24.Veracity
      of Statements81

     

    5.25.Place
      of
      Business81

     

    5.26.All
      Subsidiaries81

     

    5.27.Vessels81

     

    5.28.Representations
      as to Foreign Obligors82

     

    ARTICLE
      VI.AFFIRMATIVE
      COVENANTS83

     

    6.01.Financial
      Statements83

     

    6.02.Certificates;
      Other Information84

     

    6.03.Notices87

     

    6.04.Payment
      of Obligations88

     

    6.05.Preservation
      of Existence, Etc88

     

    6.06.Maintenance
      of Properties88

     

    6.07.Maintenance
      of Insurance88

     

    6.08.Compliance
      with Laws89

     

    6.09.Books
      and
      Records89

     

    6.10.Inspection
      Rights89

     

    6.11.Use
      of
      Proceeds89

     

    6.12.Covenant
      to Guarantee Obligations and Give Security89

     

    6.13.Compliance
      with Environmental Laws92

     

    6.14.Preparation
      of Environmental Reports93

     

    6.15.Further
      Assurances93

     

    6.16.Charters93

     

    6.17.Lien
      and
      Title Searches93

     

    6.18.Reserved94

     

    6.19.Reserved94

     

    6.20.Valuations
      and Inspections94

     

    6.21.Recognition
      by Philippine Maritime Industry Authority; Etc94

     

    6.22.Obligor
      Group Requirement94

     

    6.23.Concerning
      the Vessels94

     

    6.24.Dissolution
      of Entities95

     

    ARTICLE
      VII.NEGATIVE
      COVENANTS95

     

    7.01.Liens95

     

    7.02.Indebtedness96

     

    7.03.Investments97

     

    7.04.Fundamental
      Changes99

     

    7.05.Dispositions99

     

    7.06.Restricted
      Payments100

     

    7.07.Vessels101

     

    7.08.Approved
      Manager101

     

    7.09.Change
      in
      Nature of Business101

     

    7.10.Transactions
      with Affiliates102

     

    7.11.Burdensome
      Agreements102

     

    7.12.Use
      of
      Proceeds102

     

    7.13.Financial
      Covenants.102

     

    7.14.Financing
      Agreements103

     

    7.15.Amendments
      of Organization Documents, Etc103

     

    7.16.Accounting
      Changes103

     

    7.17.Prepayments,
      Etc. of Indebtedness103

     

    7.18.Holding
      Company104

     

    7.19.Net
      Present Rental Value104

     

    ARTICLE
      VIII.EVENTS
      OF
      DEFAULT AND REMEDIES104

     

    8.01.Events
      of
      Default104

     

    8.02.Remedies
      upon Event of Default107

     

    8.03.Application
      of Funds107

     

    ARTICLE
      IX.ADMINISTRATIVE
      AGENT108

     

    9.01.Appointment
      and Authority108

     

    9.02.Rights
      as
      a Lender109

     

    9.03.Exculpatory
      Provisions109

     

    9.04.Reliance
      by Administrative Agent110

     

    9.05.Delegation
      of Duties110

     

    9.06.Resignation
      of Administrative Agent110

     

    9.07.Non-Reliance
      on Administrative Agent and Other Lenders111

     

    9.08.No
      Other
      Duties, Etc112

     

    9.09.Administrative
      Agent May File Proofs of Claim112

     

    9.10.Collateral
      and Guaranty Matters112

     

    ARTICLE
      X.CONTINUING
      GUARANTY113

     

    10.01.Guaranty113

     

    10.02.Rights
      of
      Lenders114

     

    10.03.Certain
      Waivers114

     

    10.04.Obligations
      Independent114

     

    10.05.Subrogation114

     

    10.06.Termination;
      Reinstatement114

     

    10.07.Subordination115

     

    10.08.Stay
      of
      Acceleration115

     

    10.09.Condition
      of Borrowers115

     

    ARTICLE
      XI.MISCELLANEOUS115

     

    11.01.Amendments,
      Etc115

     

    11.02.Notices;
      Effectiveness; Electronic Communications117

     

    11.03.No
      Waiver; Cumulative Remedies119

     

    11.04.Expenses;
      Indemnity; Damage Waiver119

     

    11.05.Payments
      Set Aside121

     

    11.06.Successors
      and Assigns122

     

    11.07.Treatment
      of Certain Information; Confidentiality127

     

    11.08.Right
      of
      Setoff127

     

    11.09.Interest
      Rate Limitation128

     

    11.10.Counterparts;
      Integration; Effectiveness128

     

    11.11.Survival
      of Representations and Warranties128

     

    11.12.Severability129

     

    11.13.Replacement
      of Lenders129

     

    11.14.Governing
      Law; Jurisdiction; Etc129

     

    11.15.Waiver
      of
      Jury Trial130

     

    11.16.No
      Advisory or Fiduciary Responsibility131

     

    11.17.USA
      PATRIOT Act Notice131

     

    11.18.Time
      of
      the Essence132

     

    11.19.ENTIRE
      AGREEMENT132

     

    11.20.TBS
      Shipping Services Inc. as Administrative Borrower132

     

    SCHEDULES

     

    2.01(a) Commitments
      and Applicable Percentages

    2.01(b) Appraisers

    5.05 Supplement
      to Interim Financial Statements

    5.08(b) Existing
      Liens

    5.08(c) Owned
      Real Property

    5.08(d)(i) Leased
      Real Property (Lessee)

    5.08(d)(ii) Leased
      Real Property (Lessor)

    5.08(e) Existing
      Investments

    5.13 Subsidiaries
      and Other Equity Investments; Loan Parties

    5.17 Intellectual
      Property Matters

    5.27 Vessels

    6.12 Guarantors

    7.02 Existing
      Indebtedness

    7.08 Approved
      Managers

    7.11 Burdensome
      Agreements

    11.02 Administrative
      Agent’s Office, Certain Addresses for Notices

    


    EXHIBITS

     

    Form
      of

    


    A Committed
      Loan Notice 

    B Swing
      Line Loan Notice

    C-1 Term
      Note

    C-2 Revolving
      Credit Note

    D-1 Compliance
      Certificate

    D-2 Section
      7.13(b) Compliance Certificate

    E Assignment
      and Assumption

    F Borrowing
      Base Certificate

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CREDIT
      AGREEMENT

    
       

      This
        CREDIT
        AGREEMENT
        (“Agreement”)
        is
        entered into as of July 31, 2006, among ALBEMARLE MARITIME CORP., ARDEN MARITIME
        CORP., ASIA-AMERICA OCEAN CARRIERS LTD., BIRNAM MARITIME CORP., BRISTOL MARITIME
        CORP., CHESTER SHIPPING CORP., DARBY NAVIGATION CORP., DOVER MARITIME CORP.,
        FRANKFORT MARITIME CORP., GLENWOOD MARITIME CORP., HANSEN SHIPPING CORP.,
        HENLEY
        MARITIME CORP., HUDSON
        MARITIME CORP.,
        KENSINGTON SHIPPING CORP., NEWKIRK NAVIGATION CORP., OLDCASTLE SHIPPING CORP.,
        RECTOR SHIPPING CORP., REMSEN NAVIGATION CORP., SHEFFIELD MARITIME CORP.,
        SHERMAN MARITIME CORP., STERLING SHIPPING CORP., STRATFORD SHIPPING CORP.,
        VERNON
        MARITIME CORP. and
        WINDSOR
        MARITIME CORP.,
        each a
        corporation organized under the laws of the Republic of the Marshall Islands,
        and each other Person that becomes a party hereto as a “Borrower” pursuant to
Section
        2.14
        hereof
        (collectively, the “Borrowers”
and,
        each individually, a “Borrower”),
        TBS INTERNATIONAL
        LIMITED,
        a
        corporation formed under the laws of Bermuda (“Holdings”),
        TBS
        SHIPPING SERVICES INC., a New York corporation, as Administrative Borrower,
        each
        lender from time to time party hereto (collectively, the “Lenders”
and
        individually, a “Lender”),
        BANK
        OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,
        Citibank, N.A., as Syndication Agent, and WestLB AG, New York Branch, as
        Documentation Agent.

       

      PRELIMINARY
        STATEMENTS:

       

      The
        Borrowers have requested that the Lenders provide a term loan facility and
        a
        revolving credit facility, and the Lenders have indicated their willingness
        to
        lend and the L/C Issuer has indicated its willingness to issue Letters of
        Credit, in each case, on the terms and subject to the conditions set forth
        herein.

       

      In
        consideration of the mutual covenants and agreements herein contained, the
        parties hereto covenant and agree as follows:

       

      ARTICLE
        I.  

      DEFINITIONS
        AND ACCOUNTING TERMS

       

      1.01.  Defined
        Terms.
        As used
        in this Agreement, the following terms shall have the meanings set forth
        below:

       

      “Account
        Control Agreements”
means,
        collectively, the account control agreements or such other agreements executed
        from time to time by a depository bank, the Administrative Agent, any other
        the
        other parties thereto (if any) and by the applicable Loan Party, in form
        and
        substance satisfactory to the Administrative Agent.

       

      “Administrative
        Agent”
means
        Bank of America in its capacity as administrative agent under any of the
        Loan
        Documents, or any successor administrative agent.

       

      “Administrative
        Borrower”
has
        the
        meaning provided to such term in Section
        11.20.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Administrative
        Agent’s Office”
means
        the Administrative Agent’s address and, as appropriate, account as set forth on
Schedule
        11.02,
        or such
        other address or account as the Administrative Agent may from time to time
        notify to the Administrative Borrower and the Lenders.

       

      “Administrative
        Questionnaire”
means
        an Administrative Questionnaire in a form supplied by the Administrative
        Agent.

       

      “Affiliate”
means,
        with respect to any Person, another Person that directly, or indirectly through
        one or more intermediaries, Controls or is Controlled by or is under common
        Control with the Person specified.

       

      “Aggregate
        Commitments”
means
        the Commitments of all the Lenders.

       

      “Aggregate
        Credit Exposures”
means,
        at any time, in respect of (a) the Term Facility, the aggregate amount
        of the Term Loans outstanding at such time and (b) in respect of the
        Revolving Credit Facility, the sum of (i) the unused portion of the Revolving
        Credit Facility at such time and (ii) the Total Revolving Credit Outstandings
        at
        such time.

       

      “Agreement”
means
        this Credit Agreement, together with all Schedules and Exhibits attached
        hereto
        from time to time.

       

      “Applicable
        Percentage”
means
        (a) in respect of the Term Facility, with respect to any
        Term Lender at any time, the percentage (carried out to the ninth decimal
        place) of the Term Facility represented by (i) on or prior to the Closing
        Date, such Term Lender’s Term Commitment at such time and (ii) thereafter,
        the principal amount of such Term Lender’s Term Loans at such time, and
        (b) in respect of the Revolving Credit Facility, with respect to any
        Revolving Credit Lender at any time, the percentage (carried out to the ninth
        decimal place) of the Revolving Credit Facility represented by such Revolving
        Credit Lender’s Revolving Credit Commitment at such time. If the commitment of
        each Revolving Credit Lender to make Revolving Credit Loans and the obligation
        of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant
        to
Section
        8.02,
        or if
        the Revolving Credit Commitments have expired, then the Applicable Percentage
        of
        each Revolving Credit Lender in respect of the Revolving Credit Facility
        shall
        be determined based on the Applicable Percentage of such Revolving Credit
        Lender
        in respect of the Revolving Credit Facility most recently in effect, giving
        effect to any subsequent assignments. The initial Applicable Percentage of
        each
        Lender in respect of each Facility is set forth opposite the name of such
        Lender
        on Schedule
        2.01(a)
        or in
        the Assignment and Assumption pursuant to which such Lender becomes a party
        hereto, as applicable.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      “Applicable
        Rate”
means
        (a) in respect of the Term Facility and the Revolving Credit Facility,
        (i) from the Closing Date to the date on which the Administrative Agent
        receives a Compliance Certificate pursuant to Section
        6.02(b)
        for the
        fiscal quarter ending December 31, 2006, the rates set forth in Pricing Level
        II
        and (ii) thereafter, the applicable percentage per annum set forth below
        determined by reference to the Consolidated Leverage Ratio as set forth in
        the
        most recent Compliance Certificate received by the Administrative Agent pursuant
        to Section 6.02(b):

       

      
        	
                Pricing
                  Level

              	
                Consolidated
                  Leverage Ratio

              	
                Eurodollar
                  Rate

                (Letter
                  of Credit Fee)

              	
                Base
                  Rate

              
	
                I

              	
                >
                  2.00:1.00

              	
                275.0

              	
                125.0

              
	
                II

              	
                <2.00:1.00
                  but >
                  1.50:1.00

              	
                225.0

              	
                50.0

              
	
                III

              	
                <1.50:1.00
                  but >
                  1.00:1.00

              	
                175.0

              	
                25.0

              
	
                IV

              	
                <
                  1.00:1.00

              	
                125.0

              	
                0

              


      

       

      Any
        increase or decrease in the Applicable Rate resulting from a change in the
        Consolidated Leverage Ratio shall become effective as of the first Business
        Day
        immediately following the date a Compliance Certificate is delivered pursuant
        to
Section
        6.02(b);
        provided,
        however,
        that if
        a Compliance Certificate is not delivered when due in accordance with such
        Section, then Pricing Level I shall apply in respect of the Term Facility
        and the Revolving Credit Facility as of the first Business Day after the
        date on
        which such Compliance Certificate was required to have been
        delivered.

       

      “Applicable
        Commitment Fee Percentage”
means,
        at any time, (a) from the Closing Date to the date on which the Administrative
        Agent receives a Compliance Certificate pursuant to Section
        6.02(b)
        for the
        fiscal quarter ending December 31, 2006, the rates set forth in Pricing Level
        II
        and (b) thereafter, the applicable percentage per annum set forth below
        determined by reference to the Consolidated Leverage Ratio as set forth in
        the
        most recent Compliance Certificate received by the Administrative Agent pursuant
        to Section 6.02(b):

       

      
        	
                Pricing
                  Level

              	
                Consolidated
                  Leverage Ratio

              	
                Commitment
                  Fee

              
	
                I

              	
                >
                  2.00:1.00

              	
                55.0

              
	
                II

              	
                <2.00:1.00
                  but >
                  1.50:1.00

              	
                50.0

              
	
                III

              	
                <1.50:1.00
                  but >
                  1.00:1.00

              	
                45.0

              
	
                IV

              	
                <
                  1.00:1.00

              	
                40.0

              


      

       

      Any
        increase or decrease in the Applicable Commitment Fee Percentage resulting
        from
        a change in the Consolidated Leverage Ratio shall become effective as of
        the
        first Business Day immediately following the date a Compliance Certificate
        is
        delivered pursuant to Section 6.02(b);
        provided,
        however,
        that if
        a Compliance Certificate is not delivered when due in accordance with such
        Section, then Pricing Level I shall apply as of the first Business Day after
        the
        date on which such Compliance Certificate was required to have been
        delivered.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      “Applicable
        Foreign Obligor Documents”
has
        the
        meaning specified in Section
        5.28(a).

       

      “Applicable
        Revolving Credit Percentage”
means
        with respect to any Revolving Credit Lender at any time, such Revolving Credit
        Lender’s Applicable Percentage in respect of the Revolving Credit Facility at
        such time.

       

      “Applicant
        Borrower”
has
        the
        meaning specified in Section
        2.14.

       

      “Appraiser”
means
        any of the ship inspectors, surveyors, consultants or sale and purchase
        brokerage companies identified in Schedule
        2.01(b)
        hereto,
        and any other independent inspector, surveyor, consultant or sale and purchase
        ship brokerage company that the Administrative Agent may in its sole discretion,
        approve from time to time for purposes of this Agreement.

       

      “Appropriate
        Lender”
means,
        at any time, (a) with respect to any of the Term Facility or the Revolving
        Credit Facility, a Lender that has a Commitment with respect to such Facility
        or
        holds a Term Loan or a Revolving Credit Loan, respectively, at such time,
        (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer
        and (ii) if any Letters of Credit have been issued pursuant to Section
        2.03(a),
        the
        Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit,
        (i) the Swing Line Lender and (ii) if any Swing Line Loans are
        outstanding pursuant to Section 2.04(a),
        the
        Revolving Credit Lenders.

       

      “Approved
        Fund”
means
        any Fund that is administered or managed by (a) a Lender, (b) an Affiliate
        of a
        Lender or (c) an entity or an Affiliate of an entity that administers or
        manages
        a Lender.

       

      “Approved
        Manager”
means
        any of the ship management companies identified in Schedule
        7.08
        hereto,
        or any other company that the Administrative Agent may, in its sole discretion,
        approve from time to time as the technical manager of the Vessels.

       

      “Approved
        Manager’s Undertakings”
means
        each of the undertakings to be made by an Approved Manager in favor of the
        Administrative Agent in respect of a Vessel and in form and substance
        satisfactory to the Administrative Agent.

       

      “Arranger”
means
        Banc of America Securities LLC, in its capacity as sole lead arranger and
        sole
        book manager.

       

      “Assignee
        Group”
means
        two or more Eligible Assignees that are Affiliates of one another or two
        or more
        Approved Funds managed by the same investment advisor.

       

      “Assignment
        and Assumption”
means
        an assignment and assumption entered into by a Lender and an Eligible Assignee
        (with the consent of any party whose consent is required by Section
        11.06(b),
        and
        accepted by the Administrative Agent, in substantially the form of Exhibit
        E
        or any
        other form approved by the Administrative Agent.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      “Attributable
        Indebtedness”
means,
        on any date, (a) in respect of any Capitalized Lease of any Person, the
        capitalized amount thereof that would appear on a balance sheet of such Person
        prepared as of such date in accordance with GAAP, (b) in respect of any
        Synthetic Lease Obligation, the capitalized amount of the remaining lease
        or
        similar payments under the relevant lease or other applicable agreement or
        instrument that would appear on a balance sheet of such Person prepared as
        of
        such date in accordance with GAAP if such lease or other agreement or instrument
        were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such
        Person.

       

      “Audited
        Financial Statements”
means
        the audited consolidated balance sheet of Holdings and its Subsidiaries for
        the
        fiscal year ended December 31, 2005, and the related consolidated statements
        of
        income or operations, shareholders’ equity and cash flows for such fiscal year
        of Holdings and its Subsidiaries, including the notes thereto.

       

      “Auto-Extension
        Letter of Credit”
has
        the
        meaning specified in Section
        2.03(b).

       

      “Auto-Reinstatement
        Letter of Credit”
has
        the
        meaning specified in Section
        2.03(b).

       

      “Availability”
means
        the lesser of (a) the Loan Value, minus
        the
        Total Outstandings and (b) the Revolving Credit Facility, minus
        the
        Total Revolving Credit Outstandings.

       

      “Availability
        Period”
means
        in respect of the Revolving Credit Facility, the period from and including
        the
        Closing Date to the earliest of (a) the Maturity Date for the Revolving Credit
        Facility, (b) the date of termination of the Revolving Credit Commitments
        pursuant to Section
        2.06,
        and (c)
        the date of termination of the commitment of each Revolving Credit Lender
        to
        make Revolving Credit Loans and of the obligation of the L/C Issuer to make
        L/C
        Credit Extensions pursuant to Section
        8.02.

       

      “Bank
        of America”
means
        Bank of America, N.A. and its successors.

       

      “Bank
        of America Master Agreement”
means
        the Master Agreement (on the 2002 ISDA form as amended) dated as of June
        28,
        2005 among the Borrowers, Holdings and the Bank of America, as amended by
        that
        certain Amendment to Master Agreement, dated as of the Closing Date, pursuant
        to
        which the Borrowers, Holdings and Bank of America may enter into one or more
        interest rate swap transactions to hedge the Borrowers’ exposure under this
        Agreement to interest rate fluctuations, and includes all transactions from
        time
        to time entered into and confirmations from time to time exchanged under
        such
        Master Agreement, and any amending, supplementing or replacement agreements
        made
        from time to time in respect of such Bank of America Master
        Agreement.

       

      “Base
        Rate”
means
        for any day a fluctuating rate per annum equal to the higher of (a) the Federal
        Funds Rate plus
        1/2 of
        1% and (b) the rate of interest in effect for such day as publicly announced
        from time to time by Bank of America as its “prime rate.” The “prime rate” is a
        rate set by Bank of America based upon various factors including Bank of
        America’s costs and desired return, general economic conditions and other
        factors, and is used as a reference point for pricing some loans, which may
        be
        priced at, above, or below such announced rate. Any change in such rate
        announced by Bank of America shall take effect at the opening of business
        on the
        day specified in the public announcement of such change.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      “Base
        Rate Loan”
means
        a
        Revolving Credit Loan or a Term Loan that bears interest based on the Base
        Rate.

       

      “Borrowers”
has
        the
        meaning specified in the introductory paragraph hereto.

       

      “Borrower
        Materials”
has
        the
        meaning specified in Section
        6.02.

       

      “Borrowing”
means
        a
        Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as
        the
        context may require.

       

      “Borrowing
        Base Certificate”
means
        a
        certificate substantially in the form of Exhibit F.

       

      “Business
        Day”
means
        any day other than a Saturday, Sunday or other day on which commercial banks
        are
        authorized to close under the Laws of, or are in fact closed in, the state
        where
        the Administrative Agent’s Office is located and, if such day relates to any
        Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits
        are conducted by and between banks in the London interbank eurodollar
        market.

       

      “Capital
        Expenditures”
means,
        with respect to any Person for any period, any expenditure in respect of
        the
        purchase or other acquisition of any fixed or capital asset (excluding normal
        replacements and maintenance which are properly charged to current operations).
        For purposes of this definition, the purchase price of equipment that is
        purchased simultaneously with the trade-in of existing equipment or with
        insurance proceeds shall be included in Capital Expenditures only to the
        extent
        of the gross amount by which such purchase price exceeds the credit granted
        by
        the seller of such equipment for the equipment being traded in at such time
        or
        the amount of such insurance proceeds, as the case may be.

       

      “Capitalized
        Leases”
means
        all leases that have been or should be, in accordance with GAAP, recorded
        as
        capitalized leases.

       

      “Cash
        Collateralize”
has
        the
        meaning specified in Section
        2.03(g).

       

      “Cash
        Equivalents”
means
        any of the following types of Investments, to the extent owned by the Borrowers
        or any of their Subsidiaries free and clear of all Liens (other than Liens
        created under the Collateral Documents and other Liens permitted
        hereunder):

       

      (a) readily
        marketable obligations issued or directly and fully guaranteed or insured
        by the
        United States of America or any agency or instrumentality thereof having
        maturities of not more than 360 days from the date of acquisition thereof;
        provided
        that the
        full faith and credit of the United States of America is pledged in support
        thereof;

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (b) time
        deposits with, or insured certificates of deposit or bankers’ acceptances of,
        any commercial bank that (i) (A) is a Lender or (B) is organized under the
        laws
        of the United States of America, any state thereof or the District of Columbia
        or is the principal banking subsidiary of a bank holding company organized
        under
        the laws of the United States of America, any state thereof or the District
        of
        Columbia, and is a member of the Federal Reserve System, (ii) issues (or
        the
        parent of which issues) commercial paper rated as described in clause (c)
        of
        this definition and (iii) has combined capital and surplus of at least
        $1,000,000,000, in each case with maturities of not more than 90 days from
        the
        date of acquisition thereof;

       

      (c) commercial
        paper issued by any Person organized under the laws of any state of the United
        States of America and rated at least “Prime-1” (or the then equivalent
        grade) by Moody’s or at least “A-1” (or the then equivalent grade) by
        S&P, in each case with maturities of not more than 180 days from the date of
        acquisition thereof; and

       

      (d) Investments,
        classified in accordance with GAAP as current assets of the Borrowers or
        any of
        their Subsidiaries, in money market investment programs registered under
        the
        Investment Company Act of 1940, which are administered by financial institutions
        that have the highest rating obtainable from either Moody’s or S&P, and the
        portfolios of which are limited solely to Investments of the character, quality
        and maturity described in clauses
        (a),
        (b) and
        (c) of
        this definition.

       

      “Cash
        Management Agreement”
means
        any agreement to provide cash management services, including treasury,
        depository, overdraft, credit or debit card, electronic funds transfer and
        other
        cash management arrangements.

       

      “Cash
        Management Bank”
means
        any Person that, at the time it enters into a Cash Management Agreement,
        is a
        Lender or an Affiliate of a Lender, in its capacity as a party to such Cash
        Management Agreement.

       

      “CERCLA”
means
        the Comprehensive Environmental Response, Compensation and Liability Act
        of
        1980.

       

      “CERCLIS”
means
        the Comprehensive Environmental Response, Compensation and Liability Information
        System maintained by the U.S. Environmental Protection Agency.

       

      “CFC”
means
        a
        Person that is a controlled foreign corporation under Section 957 of the
        Code.

       

      “Change
        in Law”
means
        the occurrence, after the date of this Agreement, of any of the following:
        (a)
        the adoption or taking effect of any law, rule, regulation or treaty, (b)
        any
        change in any law, rule, regulation or treaty or in the administration,
        interpretation or application thereof by any Governmental Authority or (c)
        the
        making or issuance of any request, guideline or directive (whether or not
        having
        the force of law) by any Governmental Authority.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      “Change
        of Control”
means
        an event or series of events by which:

       

      (a) the
        Equity Investors cease to own, directly or indirectly, and control,
        collectively, at least 33 1/3%
        of the
        issued and outstanding equity securities of Holdings entitled to vote for
        members of the board of directors or equivalent governing body of Holdings
        on a
        fully-diluted basis; or

       

      (b) any
        “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
        Securities Exchange Act of 1934, but excluding any employee benefit plan
        of such
        person or its subsidiaries, and any person or entity acting in its capacity
        as
        trustee, agent or other fiduciary or administrator of any such plan) other
        than
        the Equity Investors becomes the “beneficial owner” (as defined in Rules 13d-3
        and 13d-5 under the Securities Exchange Act of 1934, except that a person
        or
        group shall be deemed to have “beneficial ownership” of all securities that such
        person or group has the right to acquire, whether such right is exercisable
        immediately or only after the passage of time (such right, an “option
        right”)),
        directly or indirectly, of 25% or more of
        the
        equity securities of Holdings entitled to vote for members of the board of
        directors or equivalent governing body of Holdings on a fully-diluted basis
        (and
        taking into account all such securities that such “person” or “group” has the
        right to acquire pursuant to any option right);
        or

       

      (c) during
        any period of 24 consecutive months, a majority of the members of the board
        of
        directors or other equivalent governing body of Holdings cease to be composed
        of
        individuals (i) who were members of that board or equivalent governing body
        on
        the first day of such period, (ii) whose election or nomination to that board
        or
        equivalent governing body was approved by individuals referred to in clause
        (i)
        above constituting at the time of such election or nomination at least a
        majority of that board or equivalent governing body or (iii) whose election
        or
        nomination to that board or other equivalent governing body was approved
        by
        individuals referred to in clauses
        (i)
        and
(ii)
        above
        constituting at the time of such election or nomination at least a majority
        of
        that board or equivalent governing body (excluding, in the case of both
clause
        (ii)
        and
clause
        (iii),
        any
        individual whose initial nomination for, or assumption of office as, a member
        of
        that board or equivalent governing body occurs as a result of an actual or
        threatened solicitation of proxies or consents for the election or removal
        of
        one or more directors by any person or group other than a solicitation for
        the
        election of one or more directors by or on behalf of the board of directors);
        or

       

      (d) any
        Person or two or more Persons acting in concert shall have acquired by contract
        or otherwise, or shall have entered into a contract or arrangement that,
        upon
        consummation thereof, will result in its or their acquisition of the power
        to
        exercise, directly or indirectly, a controlling influence over the management
        or
        policies of Holdings, or control over the equity securities of Holdings entitled
        to vote for members of the board of directors or equivalent governing body
        of
        Holdings on a fully-diluted basis (and taking into account all such securities
        that such Person or Persons have the right to acquire pursuant to any option
        right) representing 25% or more of the combined voting power of such securities;
        or

       

      (e) Holdings
        shall cease, directly or indirectly, to own and control legally and beneficially
        all of the Equity Interests in any Borrower or any other Guarantor.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      “Charter”
means,
        with respect to each Vessel, each Philippine Charter with respect to such
        Vessel
        and each time charter entered into from time to time by any Charterer with
        respect to such Vessel.

       

      “Charterer”
means,
        with respect to any Vessel, each of the Philippine Charterers, Holdings and
        Holdings’ Affiliates, but only so long as it shall charter any
        Vessel.

       

      “Charter
        Assignments”
means,
        collectively, (i) each Philippine Charter Assignment and (ii) each other
        charter
        assignments; in each case, in form and substance satisfactory to the
        Administrative Agent, entered into between the relevant Loan Parties, the
        relevant Charterer and the Administrative Agent.

       

      “Classification
        Society”
means,
        in respect of any Vessel, American Bureau of Shipping, Lloyd’s Register of
        Shipping, Det Norske Veritas, Nippon Kaiji Kyokai or (with respect to the
        Maya
        Princess) RINA S.p.A. or, in any case, such other classification society
        as is
        selected by the Borrowers with the prior written consent of the Administrative
        Agent.

       

      “Closing
        Date”
means
        the first date all the conditions precedent in Section
        4.01
        are
        satisfied or waived in accordance with Section
        11.01.

       

      “Code”
means
        the Internal Revenue Code of 1986.

       

      “Collateral”
means
        all of the “Collateral”
        referred to in the Collateral Documents and all of the other property that
        is or
        is intended under the terms of the Collateral Documents to be subject to
        Liens
        in favor of the Administrative Agent for the benefit of the Secured
        Parties.

       

      “Collateral
        Documents”
means,
        collectively, the Security Agreement, the Securities Pledge Agreement, the
        Vessel Collateral Documents, the Account Control Agreements, the Securities
        Account Control Agreements, any other security agreements, pledge agreements,
        mortgages, intellectual property security agreements or other similar agreements
        delivered to the Administrative Agent pursuant to this Agreement or the other
        Loan Documents, any supplements delivered in connection with any such documents,
        and each of the other agreements, instruments, documents or supplements that
        creates or purports to create a Lien in favor of the Administrative Agent
        for
        the benefit of the Secured Parties.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      “Commitment”
means
        a
        Term Commitment or a Revolving Credit Commitment, as the context may
        require.

       

      “Committed
        Loan Notice”
means
        a
        notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a
        conversion of Loans from one Type to the other, or (d) a continuation of
        Eurodollar Rate Loans, pursuant to Section
        2.02(a),
        which,
        if in writing, shall be substantially in the form of Exhibit
        A.

       

      “Compliance
        Certificate”
means
        a
        certificate substantially in the form of Exhibit
        D-1.

       

      “Consolidated
        EBITDA”
means,
        at any date of determination, an amount equal to Consolidated Net Income
        of
        Holdings and its Subsidiaries on a consolidated basis for the most recently
        completed Measurement Period, plus
        (a) the
        following to the extent deducted in calculating such Consolidated Net Income
        (and without duplication): (i) Consolidated Interest Charges, (ii) the provision
        for Federal, state, local and foreign income taxes payable, (iii) depreciation
        and amortization expense and (iv) prepayment of fees and write-offs of deferred
        financing fees in connection with the refinancing of the Existing Credit
        Agreements, (v) consulting fees in respect of the business reengineering
        incurred in the second and third fiscal quarters of the 2006 fiscal year
        in an
        aggregate amount not to exceed $2,500,000 and (vi) net losses from the sales
        of
        Vessels as permitted under this Agreement (in each case of or by Holdings
        and
        its Subsidiaries for such Measurement Period) and minus
        (b) the
        following to the extent included in calculating such Consolidated Net Income,
        all net gains from the sales of Vessels as permitted under this Agreement
        (in
        each case of or by Holdings and its Subsidiaries for such Measurement
        Period).

       

      “Consolidated
        Fixed Charge Coverage Ratio”
means,
        at any date of determination, the ratio of (a) the result of (i)
        Consolidated EBITDA, less
        (ii) the
        sum of (x) Federal, state, local and foreign income taxes paid in cash and
        (y)
        Restricted Payments made, in each case, for the most recently completed
        Measurement Period, to (b) the sum of (i) Consolidated Interest Charges for
        the most recently completed Measurement Period, (ii) the aggregate principal
        amount of all regularly scheduled principal payments or redemptions or similar
        acquisitions for value of outstanding debt for borrowed money for the period
        of
        twelve (12) consecutive months following such date of determination, but
        excluding any principal payments scheduled to be made in respect of the
        Revolving Credit Facility.

       

      “Consolidated
        Funded Indebtedness”
means,
        as of any date of determination, for Holdings and its Subsidiaries on a
        consolidated basis, the sum of (a) the outstanding principal amount of all
        obligations, whether current or long-term, for borrowed money (including
        Obligations hereunder) and all obligations evidenced by bonds, debentures,
        notes, loan agreements or other similar instruments, (b) all purchase money
        Indebtedness, (c) all direct obligations arising under letters of credit
        (including standby and commercial), bankers’ acceptances, bank guaranties,
        surety bonds and similar instruments, (d) all obligations in respect of the
        deferred purchase price of property or services (other than trade accounts
        payable in the ordinary course of business), (e) all Attributable Indebtedness,
        (f) without duplication, all Guarantees with respect to outstanding Indebtedness
        of the types specified in clauses
        (a)
        through
(e)
        above of
        Persons other than the Borrowers or any Subsidiary, and (g) all Indebtedness
        of
        the types referred to in clauses
        (a)
        through
(f)
        above of
        any partnership or joint venture (other than a joint venture that is itself
        a
        corporation or limited liability company) in which a Borrower or a Subsidiary
        is
        a general partner or joint venturer, unless such Indebtedness is expressly
        made
        non-recourse to such Borrower or such Subsidiary; provided,
        however,
        for
        purposes of calculating the “Consolidated Leverage Ratio”, Consolidated Funded
        Indebtedness shall not include any portion of Permitted New Vessel Construction
        Indebtedness in an aggregate amount up to $75,000,000 at any time outstanding
        and used to finance a multipurpose
        tweendeck or bulk carrier shipping vessel so long as such vessel remains
        in the
        construction phase (i.e., such vessel has not been delivered to Holdings
        or its
        Subsidiaries ready for fleet service and operation).

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      “Consolidated
        Interest Charges”
means,
        for any Measurement Period, the sum of (a) all interest, premium payments,
        debt
        discount, fees, charges and related expenses in connection with borrowed
        money
        (including capitalized interest but excluding capitalized interest on Permitted
        New Vessel Construction Indebtedness) or in connection with the deferred
        purchase price of assets, in each case to the extent treated as interest
        in
        accordance with GAAP, (b) all interest paid or payable with respect to
        discontinued operations and (c) the portion of rent expense under Capitalized
        Leases that is treated as interest in accordance with GAAP, in each case,
        of or
        by Holdings and its Subsidiaries on a consolidated basis for the most recently
        completed Measurement Period.

       

      “Consolidated
        Leverage Ratio”
means,
        as of any date of determination, the ratio of (a) Consolidated Funded
        Indebtedness as of such date to (b)
        Consolidated EBITDA of Holdings and its Subsidiaries on a consolidated basis
        for
        the most recently completed Measurement Period.

       

      “Consolidated
        Net Income”
means,
        at any date of determination, the net income (or loss) of Holdings and its
        Subsidiaries on a consolidated basis for the most recently completed Measurement
        Period; provided
        that
        Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary
        losses for such Measurement Period, (b) the net income of any Subsidiary
        during
        such Measurement Period to the extent that the declaration or payment of
        dividends or similar distributions by such Subsidiary of such income is not
        permitted by operation of the terms of its Organization Documents or any
        agreement, instrument or Law applicable to such Subsidiary during such
        Measurement Period, except that Holdings’ equity in any net loss of any such
        Subsidiary for such Measurement Period shall be included in determining
        Consolidated Net Income, and (c) any income (or loss) for such Period of
        any
        Person if such Person is not a Subsidiary, except that Holdings’ equity in the
        net income of any such Person for such Measurement Period shall be included
        in
        Consolidated Net Income up to the aggregate amount of cash actually distributed
        by such Person during such Period to Holdings or a Subsidiary as a dividend
        or
        other distribution (and in the case of a dividend or other distribution to
        a
        Subsidiary, such Subsidiary is not precluded from further distributing such
        amount to Holdings as described in clause
        (b)
        of this
        proviso).

       

      “Consolidated
        Tangible Net Worth”
means,
        as of any date of determination, for Holdings and its Subsidiaries on a
        consolidated basis, Shareholders’ Equity of Holdings and its Subsidiaries on
        that date minus
        the
        Intangible Assets of Holdings and its Subsidiaries on that date.

       

      “Contractual
        Obligation”
means,
        as to any Person, any provision of any security issued by such Person or
        of any
        agreement, instrument or other undertaking to which such Person is a party
        or by
        which it or any of its property is bound.

       

      “Control”
means
        the possession, directly or indirectly, of the power to direct or cause the
        direction of the management or policies of a Person, whether through the
        ability
        to exercise voting power, by contract or otherwise. “Controlling”
and
        “Controlled”
have
        meanings correlative thereto.

       

      “Credit
        Extension”
means
        each of the following: (a) a Borrowing and (b) an L/C Credit
        Extension.

       

      “Debtor
        Relief Laws”
means
        the Bankruptcy Code of the United States, and all other liquidation,
        conservatorship, bankruptcy, assignment for the benefit of creditors,
        moratorium, rearrangement, receivership, insolvency, reorganization, or similar
        debtor relief Laws of the United States or other applicable jurisdictions
        from
        time to time in effect and affecting the rights of creditors
        generally.

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      “Default”
means
        any event or condition that constitutes an Event of Default or that, with
        the
        giving of any notice, the passage of time, or both, would be an Event of
        Default.

       

      “Default
        Rate”
means
        (a) when used with respect to Obligations other than Letter of Credit Fees,
        an
        interest rate equal to (i) the Base Rate plus
        (ii) the
        Applicable Rate, if any, applicable to Base Rate Loans plus
        (iii) 2%
        per annum; provided,
        however,
        that
        with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest
        rate equal to the interest rate (including any Applicable Rate) otherwise
        applicable to such Loan plus
        2% per
        annum and (b) when used with respect to Letter of Credit Fees, a rate equal
        to
        the Applicable Rate plus
        2% per
        annum.

       

      “Defaulting
        Lender”
means
        any Lender that (a) has failed to fund any portion of the Term Loans, Revolving
        Credit Loans, participations in L/C Obligations or participations in Swing
        Line
        Loans required to be funded by it hereunder within one Business Day of the
        date
        required to be funded by it hereunder, (b) has otherwise failed to pay over
        to
        the Administrative Agent or any other Lender any other amount required to
        be
        paid by it hereunder within one Business Day of the date when due, unless
        the
        subject of a good faith dispute, or (c) has been deemed insolvent or become
        the
        subject of a bankruptcy or insolvency proceeding.

       

      “Disposition”
or
        “Dispose”
means
        the sale, transfer, license, lease or other disposition (including any sale
        and
        leaseback transaction) of any property by any Person (or the granting of
        any
        option or other right to do any of the foregoing), including any sale,
        assignment, transfer or other disposal, with or without recourse, of any
        notes
        or accounts receivable or any rights and claims associated
        therewith.

       

      “Documentation
        Agent”
means
        WestLB AG, New York Branch, in its capacity as documentation agent under
        any of
        the Loan Documents, or any successor documentation agent.

       

      “Dollar”
and
        “$”
mean
        lawful money of the United States.

       

      “Domestic
        Subsidiary”
means
        any Subsidiary that is organized under the laws of any political subdivision
        of
        the United States.

       

      “Earnings
        Assignments”
means,
        collectively, the collateral assignments of earnings entered into by each
        applicable Loan Party in favor of the Administrative Agent, in form and
        substance reasonably satisfactory to the Administrative Agent.

       

      “Eligible
        Assignee”
means
        any Person that meets the requirements to be an assignee under Section
        11.06(b)
        (subject
        to such consents, if any, as may be required under Section
        11.06(b)(iii)).

       

      “Environmental
        Action”
means
        any administrative, regulatory or judicial action, suit, demand, demand letter,
        claim, notice of non-compliance or violation, investigation, proceeding,
        consent
        order or consent agreement based upon or arising out of any Environmental
        Law or
        any Environmental Permit, including, without limitation: (a) any claim by
        an
        Governmental Authority for enforcement, cleanup, removal, response, remedial
        or
        other actions or damages pursuant to any Environmental Law and (b) any claim
        by
        any third party seeking damages, contribution, or injunctive relief arising
        from
        alleged injury or threat of injury to health, safety or the
        environment.

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      “Environmental
        Incident”
means
        (a) any release of Hazardous Material from a Vessel; or (b) any incident
        in
        which Hazardous Material is released from a vessel other than the Vessels
        and
        which involves collision between a Vessel and such other vessel or some other
        incident of navigation or operation, in either case, where such Vessel or
        any of
        the Borrowers is actually or allegedly at fault or otherwise liable (in whole
        or
        in part); or (c) any incident in which Hazardous Material is released from
        a
        vessel other than a Vessel and where any of the Vessels is actually or
        potentially liable to be arrested as a result thereof and/or where any of
        the
        Borrowers are actually or allegedly at fault or otherwise liable. 

       

      “Environmental
        Laws”
means
        any and all Federal, state, local, and foreign statutes, laws, regulations,
        ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
        franchises, licenses, agreements or governmental restrictions relating to
        pollution and the protection of the environment or the release of any materials
        into the environment, including those related to hazardous substances or
        wastes,
        air emissions and discharges to waste or public systems.

       

      “Environmental
        Liability”
means
        any liability, contingent or otherwise (including any liability for damages,
        costs of environmental remediation, fines, penalties or indemnities), of
        the
        Borrowers, any other Loan Party or any of their respective Subsidiaries directly
        or indirectly resulting from or based upon (a) violation of any Environmental
        Law, (b) the generation, use, handling, transportation, storage, treatment
        or
        disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
        (d) the release or threatened release of any Hazardous Materials into the
        environment or (e) any contract, agreement or other consensual arrangement
        pursuant to which liability is assumed or imposed with respect to any of
        the
        foregoing.

       

      “Environmental
        Permit”
means
        any permit, approval, identification number, license or other authorization
        required under any Environmental Law.

       

      “Equity
        Interests”
means,
        with respect to any Person, all of the shares of capital stock of (or other
        ownership or profit interests in) such Person, all of the warrants, options
        or
        other rights for the purchase or acquisition from such Person of shares of
        capital stock of (or other ownership or profit interests in) such Person,
        all of
        the securities convertible into or exchangeable for shares of capital stock
        of
        (or other ownership or profit interests in) such Person or warrants, rights
        or
        options for the purchase or acquisition from such Person of such shares (or
        such
        other interests), and all of the other ownership or profit interests in such
        Person (including partnership, member or trust interests therein), whether
        voting or nonvoting, and whether or not such shares, warrants, options, rights
        or other interests are outstanding on any date of determination.

       

      “Equity
        Investors”
means
        Joseph Royce, Gregg McNelis, Alkis N. Meimaris, Lawrence Blatte and James
        Bayley, in each case together with their respective spouses and natural and
        adopted children and any trusts created for their exclusive
        benefit.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      “ERISA”
means
        the Employee Retirement Income Security Act of 1974.

       

      “ERISA
        Affiliate”
means
        any trade or business (whether or not incorporated) under common control
        with
        the Borrowers within the meaning of Section 414(b) or (c) of the Code (and
        Sections 414(m) and (o) of the Code for purposes of provisions relating to
        Section 412 of the Code).

       

      “ERISA
        Event”
means
        (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by
        the
        Borrowers or any ERISA Affiliate from a Pension Plan subject to
        Section 4063 of ERISA during a plan year in which it was a substantial
        employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
        operations that is treated as such a withdrawal under Section 4062(e) of
        ERISA;
        (c) a complete or partial withdrawal by the Borrowers or any ERISA Affiliate
        from a Multiemployer Plan or notification that a Multiemployer Plan is in
        reorganization; (d) the filing of a notice of intent to terminate, the treatment
        of a Plan amendment as a termination under Section 4041 or 4041A of ERISA,
        or
        the commencement of proceedings by the PBGC to terminate a Pension Plan or
        Multiemployer Plan; (e) an event or condition which constitutes grounds under
        Section 4042 of ERISA for the termination of, or the appointment of a trustee
        to
        administer, any Pension Plan or Multiemployer Plan; or (f) the imposition
        of any
        liability under Title IV of ERISA, other than for PBGC premiums due but not
        delinquent under Section 4007 of ERISA, upon the Borrowers or any ERISA
        Affiliate.

       

      “Eurodollar
        Base Rate”
has
        the
        meaning specified in the definition of Eurodollar Rate.

       

      “Eurodollar
        Rate”
means
        for any Interest Period with respect to a Eurodollar Rate Loan, a rate per
        annum
        determined by the Administrative Agent pursuant to the following
        formula:

       

      
        	
                Eurodollar
                  Rate =

              	
                Eurodollar
                  Base
                  Rate                            
                   

                1.00
                  - Eurodollar Reserve Percentage

              


      

      Where,

       

      “Eurodollar
        Base Rate”
means,
        for such Interest Period, the rate per annum equal to the British Bankers
        Association LIBOR Rate (“BBA
        LIBOR”),
        as
        published by Reuters (or other commercially available source providing
        quotations of BBA LIBOR as designated by the Administrative Agent from time
        to
        time) at approximately 11:00 a.m., London time, two Business Days prior to
        the
        commencement of such Interest Period, for Dollar deposits (for delivery on
        the
        first day of such Interest Period) with a term equivalent to such Interest
        Period. If such rate is not available at such time for any reason, then the
        “Eurodollar Base Rate” for such Interest Period shall be the rate per annum
        determined by the Administrative Agent to be the rate at which deposits in
        Dollars for delivery on the first day of such Interest Period in same day
        funds
        in the approximate amount of the Eurodollar Rate Loan being made, continued
        or
        converted by Bank of America and with a term equivalent to such Interest
        Period
        would be offered by Bank of America’s London Branch to major banks in the London
        interbank eurodollar market at their request at approximately 11:00 a.m.
        (London
        time) two Business Days prior to the commencement of such Interest
        Period.

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      “Eurodollar
        Reserve Percentage”
means,
        for any day during any Interest Period, the reserve percentage (expressed
        as a
        decimal, carried out to five decimal places) in effect on such day, whether
        or
        not applicable to any Lender, under regulations issued from time to time
        by the
        FRB for determining the maximum reserve requirement (including any emergency,
        supplemental or other marginal reserve requirement) with respect to Eurocurrency
        funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar
        Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically
        as of the effective date of any change in the Eurodollar Reserve
        Percentage.

       

      “Eurodollar
        Rate Loan”
means
        a
        Revolving Credit Loan or a Term Loan that bears interest at a rate based
        on the
        Eurodollar Rate.

       

      “Event
        of Default”
has
        the
        meaning specified in Section
        8.01.

       

      “Event
        of Loss”
means
        any of the following events: (x) the actual or constructive total loss or
        the
        agreed or compromised total loss of a Vessel; or (y) the capture, condemnation,
        confiscation, requisition (excluding any requisition for hire for a fixed
        period
        not in excess of 180 days per calendar year), purchase, seizure or forfeiture
        of, or any taking of title to, a Vessel. An Event of Loss shall be deemed
        to
        have occurred (i) in the event of an actual loss of a Vessel, at noon Greenwich
        Mean Time on the date of such loss or if that is not known on the date which
        such Vessel was last heard from; (ii) in the event of damage which results
        in a
        constructive or compromised or arranged total loss of a Vessel, at noon
        Greenwich Mean Time on the date of the event giving rise to such damage;
        or
        (iii) in the case of an event referred to in clause (y) above, at noon Greenwich
        Mean Time on the date on which such event is expressed to take effect by
        the
        Person making the same. Notwithstanding the foregoing, if the relevant Vessel
        shall have been returned to the relevant Borrower following any capture,
        requisition or seizure referred to in clause (y) above prior to the date
        upon
        which payment is required to be made under Section
        2.05,
        no
        Event of Loss shall be deemed to have occurred by reason of such capture,
        requisition or seizure.

       

      “Excluded
        Subsidiary”
means
        any Subsidiary of Holdings (other than a Loan Party) which is a single purpose
        entity the sole asset of which is a vessel that is not a Vessel and the sole
        purpose of which is the ownership of such vessel.

       

      “Excluded
        Taxes”
means,
        with respect to the Administrative Agent, any Lender, the L/C Issuer or any
        other recipient of any payment to be made by or on account of any obligation
        of
        the Borrowers hereunder, (a) taxes imposed on or measured by its overall
        net
        income (however denominated), and franchise taxes imposed on it (in lieu
        of net
        income taxes), by the jurisdiction (or any political subdivision thereof)
        under
        the laws of which such recipient is organized or in which its principal office
        is located or, in the case of any Lender, in which its applicable Lending
        Office
        is located, (b) any branch profits taxes imposed by the United States or
        any
        similar tax imposed by any other jurisdiction in which the Borrowers are
        located
        and (c) in the case of a Foreign Lender (other than an assignee pursuant
        to a
        request by the Borrowers under Section
        11.13),
        any
        withholding tax that is imposed on amounts payable to such Foreign Lender
        at the
        time such Foreign Lender becomes a party hereto (or designates a new Lending
        Office) or is attributable to such Foreign Lender’s failure or inability (other
        than as a result of a Change in Law) to comply with Section
        3.01(e),
        except
        to the extent that such Foreign Lender (or its assignor, if any) was entitled,
        at the time of designation of a new Lending Office (or assignment), to receive
        additional amounts from the Borrowers with respect to such withholding tax
        pursuant to Section
        3.01(a).

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      “Existing
        Bank of America Credit Facility”
means
        that certain Credit Agreement dated as of June 30, 2005, as amended, among
        Hudson Maritime Corp., Kensington Shipping Corp., and Windsor Maritime Corp.,
        as
        borrowers, and Bank of America as lender.

       

      “Existing
        Credit Agreements”
means
        that certain (a) Existing Bank of America Credit Facility; (b) Loan Agreement,
        dated as of March 1, 2005, among Rector Shipping Corp., Hansen Shipping Corp.,
        Chester Shipping Corp., Albemarle Maritime Corp., Sherman Maritime Corp.,
        Glenwood Maritime Corp., and Bristol Maritime Corp., as borrowers, Westbrook
        Holdings, Ltd, as parent guarantor, and AIG Commercial Equipment Finance,
        Inc.,
        as lender.; (c) Amended and Restated Credit Agreement, dated as of February
        1,
        2005, among Henley Maritime Corp., Vernon Maritime Corp., Arden Maritime
        Corp.
        and Oldcastle Shipping Corp., as borrowers, TBS International Limited, as
        guarantor, the lenders party thereto from time to time and GMAC Commercial
        Finance LLC, as agent; (d) Loan and Security Agreement, dated as of December
        15,
        2005, among Sterling Shipping Corp. and Remsen Navigation Corp., as borrowers,
        and Merrill Lynch Business Financial Services Inc., acting through its division,
        Merrill Lynch Capital, as lender; and (e) Loan and Security Agreement, dated
        as
        of August 26, 2004, among Stratford Shipping Corp. and Sheffield Maritime
        Corp.,
        as debtors, and Merrill Lynch Business Financial Services Inc., acting through
        its division, Merrill Lynch Capital, as lender; in each case as amended,
        amended
        and restated, supplemented or otherwise modified from time to time.

       

      “Extraordinary
        Receipt”
means
        any cash received by or paid to or for the account of any Person not in the
        ordinary course of business, including tax refunds, pension plan reversions,
        proceeds of insurance (other than proceeds of business interruption insurance
        to
        the extent such proceeds constitute compensation for lost earnings),
        condemnation awards (and payments in lieu thereof), indemnity payments and
        any
        purchase price adjustments; provided,
        however,
        that an
        Extraordinary Receipt shall not include cash receipts from proceeds of
        insurance, condemnation awards (or payments in lieu thereof) or indemnity
        payments to the extent that such proceeds, awards or payments in respect
        of loss
        or damage to Vessels, equipment, fixed assets or real property are applied
        (or
        in respect of which expenditures were previously incurred) to replace or
        repair
        the equipment, fixed assets or real property in respect of which such proceeds
        were received in accordance with the terms of Section
        2.05(b)(v).

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      “Facility”
means
        the Term Facility or the Revolving Credit Facility, as the context may
        require.

       

      “Fair
        Market Value”
means,
        in relation to any Vessel, the fair market value of such vessel determined
        by
        the most recent Valuation delivered to the Administrative Agent pursuant
        to any
        Permitted Vessel Acquisition and Section
        6.20.

       

      “Federal
        Funds Rate”
means,
        for any day, the rate per annum equal to the weighted average of the rates
        on
        overnight Federal funds transactions with members of the Federal Reserve
        System
        arranged by Federal funds brokers on such day, as published by the Federal
        Reserve Bank of New York on the Business Day next succeeding such day;
provided
        that (a)
        if such day is not a Business Day, the Federal Funds Rate for such day shall
        be
        such rate on such transactions on the next preceding Business Day as so
        published on the next succeeding Business Day, and (b) if no such rate is
        so
        published on such next succeeding Business Day, the Federal Funds Rate for
        such
        day shall be the average rate (rounded upward, if necessary, to a whole multiple
        of 1/100 of 1%) charged to Bank of America on such day on such transactions
        as
        determined by the Administrative Agent.

       

      “Fee
        Letter”
means
        the letter agreement, dated June 19, 2006 among the Parent, the Administrative
        Agent and the Arranger.

       

      “Financing
        Agreement”
means
        each loan, lease, charter, financing, conditional sale, Guarantee or other
        agreement in effect from time to time and pursuant to which Holdings or any
        of
        its Subsidiaries is obligated to pay any Indebtedness or any rent.

       

      “Foreign
        Government Scheme or Arrangement”
has
        the
        meaning specified in Section
        5.12(d).

       

      “Foreign
        Lender”
means
        any Lender that is organized under the laws of a jurisdiction other than
        the
        United States. For purposes of this definition, the United States, each State
        thereof and the District of Columbia shall be deemed to constitute a single
        jurisdiction.

       

      “Foreign
        Obligor”
means
        Holdings, each Borrower or any other Loan Party that is a Foreign
        Subsidiary.

       

      “Foreign
        Plan”
has
        the
        meaning specified in Section
        5.12(d).

       

      “Foreign
        Subsidiary”
means
        any Subsidiary that is organized under the laws of a jurisdiction other than
        the
        United States, a State thereof or the District of Columbia.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      “FRB”
means
        the Board of Governors of the Federal Reserve System of the United
        States.

       

      “Fund”
means
        any Person (other than a natural person) that is (or will be) engaged in
        making,
        purchasing, holding or otherwise investing in commercial loans and similar
        extensions of credit in the ordinary course of its business.

       

      “GAAP”
means
        generally accepted accounting principles in the United States set forth in
        the
        opinions and pronouncements of the Accounting Principles Board and the American
        Institute of Certified Public Accountants and statements and pronouncements
        of
        the Financial Accounting Standards Board or such other principles as may
        be
        approved by a significant segment of the accounting profession in the United
        States, that are applicable to the circumstances as of the date of
        determination, consistently applied.

       

      “GMTBS”
means
        GMTBS Africa Line, Ltd, a Hong Kong corporation.

       

      “Governmental
        Authority”
means
        the government of the United States or any other nation, or of any political
        subdivision thereof, whether state or local, and any agency, authority,
        instrumentality, regulatory body, court, central bank or other entity exercising
        executive, legislative, judicial, taxing, regulatory or administrative powers
        or
        functions of or pertaining to government (including any supra-national bodies
        such as the European Union or the European Central Bank).

       

      “Granting
        Lender”
has
        the
        meaning specified in Section
        11.06(h).

       

      “Guarantee”
means,
        as to any Person, any (a) any obligation, contingent or otherwise, of such
        Person guaranteeing or having the economic effect of guaranteeing any
        Indebtedness or other obligation payable or performable by another Person
        (the
“primary
        obligor”)
        in any
        manner, whether directly or indirectly, and including any obligation of such
        Person, direct or indirect, (i) to purchase or pay (or advance or supply
        funds
        for the purchase or payment of) such Indebtedness or other obligation, (ii)
        to
        purchase or lease property, securities or services for the purpose of assuring
        the obligee in respect of such Indebtedness or other obligation of the payment
        or performance of such Indebtedness or other obligation, (iii) to maintain
        working capital, equity capital or any other financial statement condition
        or
        liquidity or level of income or cash flow of the primary obligor so as to
        enable
        the primary obligor to pay such Indebtedness or other obligation, or (iv)
        entered into for the purpose of assuring in any other manner the obligee
        in
        respect of such Indebtedness or other obligation of the payment or performance
        thereof or to protect such obligee against loss in respect thereof (in whole
        or
        in part), or (b) any Lien on any assets of such Person securing any Indebtedness
        or other obligation of any other Person, whether or not such Indebtedness
        or
        other obligation is assumed by such Person (or any right, contingent or
        otherwise, of any holder of such Indebtedness to obtain any such Lien). The
        amount of any Guarantee shall be deemed to be an amount equal to the stated
        or
        determinable amount of the related primary obligation, or portion thereof,
        in
        respect of which such Guarantee is made or, if not stated or determinable,
        the
        maximum reasonably anticipated liability in respect thereof as determined
        by the
        guaranteeing Person in good faith. The term “Guarantee”
as
        a
        verb has a corresponding meaning.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      “Guarantors”
means,
        collectively, Holdings and each Subsidiary of Holdings listed on Schedule
        6.12,
        each
        other Subsidiary of Holdings that shall be required to execute and deliver
        a
        guaranty or guaranty supplement pursuant to Section 6.12
        and each
        Limited Guarantor. For the avoidance of doubt, GMBTS shall not be a Guarantor
        hereunder.

       

      “Guaranty”
means,
        collectively, (i) the Guaranty made by Holdings under Article
        X
        in favor
        of the Secured Parties, (ii) the Guaranty made by the Guarantors in favor
        of the
        Secured Parties, in form and substance satisfactory to the Administrative
        Agent
        and (iii) each other guaranty and guaranty supplement delivered pursuant
        to
Section 6.12.

       

      “Hazardous
        Materials”
means
        all explosive or radioactive substances or wastes and all hazardous or toxic
        substances, wastes or other pollutants, including petroleum or petroleum
        distillates, asbestos or asbestos-containing materials, polychlorinated
        biphenyls, radon gas, infectious or medical wastes and all other substances
        or
        wastes of any nature regulated pursuant to any Environmental Law.

       

      “Hedge
        Bank”
means
        any Person that, at the time it enters into a Secured Hedge Agreement, is
        a
        Lender or an Affiliate of a Lender, in its capacity as a party to such Secured
        Hedge Agreement.

       

      “Holdings”
has
        the
        meaning specified in the introductory paragraph hereto.

       

      “Honor
        Date”
has
        the
        meaning specified in Section
        2.03(c).

       

      “Indebtedness”
means,
        as to any Person at a particular time, without duplication, all of the
        following, whether or not included as indebtedness or liabilities in accordance
        with GAAP:

       

      (a) all
        obligations of such Person for borrowed money and all obligations of such
        Person
        evidenced by bonds, debentures, notes, loan agreements or other similar
        instruments;

       

      (b) the
        maximum amount of all direct or contingent obligations of such Person arising
        under letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties, surety bonds and similar instruments;

       

      (c) net
        obligations of such Person under any Swap Contract;

       

      (d) all
        obligations of such Person to pay the deferred purchase price of property
        or
        services (other than trade accounts payable in the ordinary course of business
        and not past due for more than 60 days after the date on which such trade
        account was created);

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      (e) indebtedness
        (excluding prepaid interest thereon) secured by a Lien on property owned
        or
        being purchased by such Person (including indebtedness arising under conditional
        sales or other title retention agreements), whether or not such indebtedness
        shall have been assumed by such Person or is limited in recourse;

       

      (f) all
        Attributable Indebtedness in respect of Capitalized Leases and Synthetic
        Lease
        Obligations of such Person and all Synthetic Debt of such Person;

       

      (g) all
        obligations of such Person to purchase, redeem, retire, defease or otherwise
        make any payment in respect of any Equity Interest in such Person or any
        other
        Person or any warrant, right or option to acquire such Equity Interest, valued,
        in the case of a redeemable preferred interest, at the greater of its voluntary
        or involuntary liquidation preference plus
        accrued
        and unpaid dividends; and

       

      (h) all
        Guarantees of such Person in respect of any of the foregoing.

       

      For
        all
        purposes hereof, the Indebtedness of any Person shall include the Indebtedness
        of any partnership or joint venture (other than a joint venture that is itself
        a
        corporation or limited liability company) in which such Person is a general
        partner or a joint venturer, unless such Indebtedness is expressly made
        non-recourse to such Person. The amount of any net obligation under any Swap
        Contract on any date shall be deemed to be the Swap Termination Value thereof
        as
        of such date.

       

      “Indemnified
        Taxes” means
        Taxes other than Excluded Taxes.

       

      “Indemnitees”
has
        the
        meaning specified in Section
        11.04(b).

       

      “Information”
has
        the
        meaning specified in Section
        11.07.

       

      “Information
        Memorandum”
means
        the information memorandum dated June 2006 used by the Arranger in connection
        with the syndication of the Commitments.

       

      “Insurance
        Assignments”
means
        each of the first-priority assignments of insurances made or to be made by
        a
        Borrower and Philippine Charterer in favor of the Administrative Agent in
        respect of a Vessel and in form and substance reasonably satisfactory to
        the
        Administrative Agent.

       

      “Intangible
        Assets”
means
        assets that are considered to be intangible assets under GAAP, including
        customer lists, goodwill, computer software, copyrights, trade names,
        trademarks, patents, franchises, licenses, unamortized deferred charges,
        unamortized debt discount and capitalized research and development
        costs.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      “Interest
        Payment Date”
means,
        (a) as to any Eurodollar Rate Loan, the last day of each Interest Period
        applicable to such Loan and the Maturity Date of the Facility under which
        such
        Loan was made; provided,
        however,
        that if
        any Interest Period for a Eurodollar Rate Loan exceeds three months, the
        respective dates that fall every three months after the beginning of such
        Interest Period shall also be Interest Payment Dates; and (b) as to any Base
        Rate Loan or Swing Line Loan, the last Business Day of each March, June,
        September and December and the Maturity Date of the Facility under which
        such
        Loan was made (with Swing Line Loans being deemed made under the Revolving
        Credit Facility for purposes of this definition).

       

      “Interest
        Period”
means,
        as to each Eurodollar Rate Loan, the period commencing on the date such
        Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar
        Rate Loan and ending on the date one, two, three or six months thereafter,
        as
        selected by the Administrative Borrower in its Committed Loan Notice;
provided
        that:

       

      (a) any
        Interest Period that would otherwise end on a day that is not a Business
        Day
        shall be extended to the next succeeding Business Day unless such Business
        Day
        falls in another calendar month, in which case such Interest Period shall
        end on
        the next preceding Business Day;

       

      (b) any
        Interest Period that begins on the last Business Day of a calendar month
        (or on
        a day for which there is no numerically corresponding day in the calendar
        month
        at the end of such Interest Period) shall end on the last Business Day of
        the
        calendar month at the end of such Interest Period; and

       

      (c) no
        Interest Period shall extend beyond the Maturity Date of the Facility under
        which such Loan was made.

       

      “Internal
        Control Event”
means
        a
        material weakness in, or fraud that involves management or other employees
        who
        have a significant role in Holdings’ and/or its Subsidiaries’ internal controls
        over financial reporting, in each case as described in the Securities
        Laws.

       

      “Investment”
means,
        as to any Person, any direct or indirect acquisition or investment by such
        Person, whether by means of (a) the purchase or other acquisition of Equity
        Interests of another Person, (b) a loan, advance or capital contribution
        to,
        Guarantee or assumption of debt of, or purchase or other acquisition of any
        other debt or interest in, another Person, (c) the purchase or other acquisition
        (in one transaction or a series of transactions) of assets of another Person
        that constitute a business unit or all or a substantial part of the business
        of,
        such Person or (d) the acquisition or construction of a vessel. For purposes
        of
        covenant compliance, the amount of any Investment shall be the amount actually
        invested, without adjustment for subsequent increases or decreases in the
        value
        of such Investment.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      “IP
        Rights”
has
        the
        meaning specified in Section
        5.17.

       

      “IRS”
means
        the United States Internal Revenue Service.

       

      “ISM
        Code”
means
        in relation to its application to each Borrower and each Vessel and its
        operation:

       

      (a) ‘The
        International Management Code for the Safe Operation of Ships and for Pollution
        Prevention’, currently known or referred to as the ‘ISM Code’, adopted by the
        Assembly of the International Maritime Organisation by Resolution A.741(18)
        on
        November 4, 1993 and incorporated on May 19, 1994 into chapter IX of the
        International Convention for the Safety of Life at Sea 1974 (SOLAS 1974);
        and

       

      (b) all
        further resolutions, circulars, codes, guidelines, regulations and
        recommendations which are now or in the future issued by or on behalf of
        the
        International Maritime Organisation or any other entity with responsibility
        for
        implementing the ISM Code, including the ‘Guidelines on implementation or
        administering of the International Safety Management (ISM) Code by
        Administrations’ produced by the International Maritime Organisation pursuant to
        Resolution A.788(19) adopted on November 24, 1995, as the same may be amended,
        supplemented or replaced from time to time.

       

      “ISM
        Code Documentation”
in
        relation to any Vessel includes:

       

      (a) the
        document of compliance (DOC) and safety management certificate (SMC) issued
        pursuant to the ISM Code in relation to such Vessel within the periods specified
        by the ISM Code;

       

      (b) all
        other
        documents and data which are relevant to the ISM Safety Management Systems
        and
        its implementation and verification which the Administrative Agent may
        reasonably require; and

       

      (c) any
        other
        documents which are prepared or which are otherwise relevant to establish
        and
        maintain such Vessel’s or the relevant Borrower’s compliance with the ISM Code
        which the Administrative Agent may reasonably require.

       

      “ISM
        Safety Management Systems”
means
        the Safety Management System referred to in Clause 1.4 (or any other relevant
        provision) of the ISM Code.

       

      “ISPS
        Code”
means,
        in relation to its application to each Borrower, any relevant Approved Manager
        and each Vessel and its operation, the International Ship and Port Facility
        Security Code constituted pursuant to resolution A.924(22) of the IMO adopted
        by
        a Diplomatic Conference of the IMO on Maritime Security on 13 December 2002
        and
        now set out in Chapter XI-2 of the Safety of Life at Sea Convention (SOLAS)
        1974
        (as amended).

       

      “ISP”
means,
        with respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice (or such
        later version thereof as may be in effect at the time of issuance).

       

      “Issuer
        Documents”
means
        with respect to any Letter of Credit, the Letter of Credit Application, and
        any
        other document, agreement and instrument entered into by the L/C Issuer and
        the
        Administrative Borrower or in favor the L/C Issuer and relating to such Letter
        of Credit.

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      “Laws”
means,
        collectively, all international, foreign, Federal, state and local statutes,
        treaties, rules, guidelines, regulations, ordinances, codes and administrative
        or judicial precedents or authorities, including the interpretation or
        administration thereof by any Governmental Authority charged with the
        enforcement, interpretation or administration thereof, and all applicable
        administrative orders, directed duties, requests, licenses, authorizations
        and
        permits of, and agreements with, any Governmental Authority, in each case
        whether or not having the force of law.

       

      “L/C
        Advance”
means,
        with respect to each Revolving Credit Lender, such Lender’s funding of its
        participation in any L/C Borrowing in accordance with its Applicable Revolving
        Credit Percentage.

       

      “L/C
        Borrowing”
means
        an extension of credit resulting from a drawing under any Letter of Credit
        which
        has not been reimbursed on the date when made or refinanced as a Revolving
        Credit Borrowing.

       

      “L/C
        Credit Extension”
means,
        with respect to any Letter of Credit, the issuance thereof or extension of
        the
        expiry date thereof, or the increase of the amount thereof.

       

      “L/C
        Issuer”
means
        Bank of America in its capacity as issuer of Letters of Credit hereunder,
        or any
        successor issuer of Letters of Credit hereunder.

       

      “L/C
        Obligations”
means,
        as at any date of determination, the aggregate amount available to be drawn
        under all outstanding Letters of Credit plus
        the
        aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
        purposes of computing the amount available to be drawn under any Letter of
        Credit, the amount of such Letter of Credit shall be determined in accordance
        with Section
        1.06.
        For all
        purposes of this Agreement, if on any date of determination a Letter of Credit
        has expired by its terms but any amount may still be drawn thereunder by
        reason
        of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be
        deemed
        to be “outstanding” in the amount so remaining available to be
        drawn.

       

      “Lender”
has
        the
        meaning specified in the introductory paragraph hereto and, as the context
        requires, includes the Swing Line Lender.

       

      “Lending
        Office”
means,
        as to any Lender, the office or offices of such Lender described as such
        in such
        Lender’s Administrative Questionnaire, or such other office or offices as a
        Lender may from time to time notify the Administrative Borrower and the
        Administrative Agent.

       

      “Letter
        of Credit”
means
        any standby letter of credit issued hereunder.

       

      “Letter
        of Credit Application”
means
        an application and agreement for the issuance or amendment of a Letter of
        Credit
        in the form from time to time in use by the L/C Issuer.

       

      “Letter
        of Credit Expiration Date”
means
        the day that is seven days prior to the Maturity Date then in effect for
        the
        Revolving Credit Facility (or, if such day is not a Business Day, the next
        preceding Business Day).

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      “Letter
        of Credit Fee”
has
        the
        meaning specified in Section
        2.03(i).

       

      “Letter
        of Credit Sublimit”
means
        an amount equal to $10,000,000. The Letter of Credit Sublimit is part of,
        and
        not in addition to, the Revolving Credit Facility.

       

      “Lien”
means
        any mortgage, pledge, hypothecation, assignment, deposit arrangement,
        encumbrance, lien (statutory or other), charge, or preference, priority or
        other
        security interest or preferential arrangement in the nature of a security
        interest of any kind or nature whatsoever (including any conditional sale
        or
        other title retention agreement, any easement, right of way or other encumbrance
        on title to real property, and any financing lease having substantially the
        same
        economic effect as any of the foregoing).

       

      “Limited
        Guarantor”
means
        any Subsidiary of Holdings (i) which is a single purpose entity the sole
        asset
        of which is a vessel that is not a Vessel and the sole purpose of which is
        the
        ownership of such vessel, (ii) that has not incurred any Permitted New Vessel
        Construction Indebtedness nor any Indebtedness in connection with any Permitted
        Vessel Acquisition and (iii) that shall be required to execute and deliver
        a
        guaranty or guaranty supplement pursuant to Section 6.12
        hereof.

       

      “Loan”
means
        an extension of credit by a Lender to the Borrowers under Article
        II
        in the
        form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

       

      “Loan
        Documents”
means,
        collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty, (d) the
        Collateral Documents, (e) the Fee Letter, (f) each Issuer Document,
        (g) each Secured Hedge Agreement, (h) each Secured Cash Management
        Agreement and (i) each other agreement, document, instrument or supplement
        executed and delivered in connection with any of the foregoing from time
        to
        time.

       

      “Loan
        Parties”
means,
        collectively, each Borrower and each Guarantor.

       

      “Loan
        Value”
means,
        at any time, 60% of the Fair Market Value of the Vessels.

       

      “Material
        Adverse Effect”
means
        (a) a material adverse change in, or a material adverse effect upon, the
        operations, business, assets, properties, liabilities (actual or contingent),
        condition (financial or otherwise) or prospects of the Borrowers and their
        Subsidiaries taken as a whole; (b) a material impairment of the rights and
        remedies of the Administrative Agent or any Lender under any Loan Document,
        or
        of the ability of any Loan Party to perform its obligations under any Loan
        Document to which it is a party; or (c) a material adverse effect upon the
        legality, validity, binding effect or enforceability against any Loan Party
        of
        any Loan Document to which it is a party.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      “Maturity
        Date”
means
        (a) with respect to the Revolving Credit Facility, July 30, 2010 and (b)
        with
        respect to the Term Facility, July 30, 2010; provided,
        however,
        that,
        in each case, if such date is not a Business Day, the Maturity Date shall
        be the
        next preceding Business Day.

       

      “Maximum
        Available Amount”
means,
        at any time, the lesser of (a) the sum of the Loan Values of the Vessels
        at such
        time and (b) the sum of (i) the Revolving Credit Facility at such time,
plus
        (ii) the
        outstanding principal amount of the Term Facility at such time.

       

      “Maya
        Princess”
means
        that certain Vessel, with Provisional Patente of Navigation - 33407-PEXT;
        International Call Sign - 3EBT5; Length (meters) - 173.40; Breadth (meters)
        -
        29.50; Depth (meters) - 16.00; Gross tonnage - 24,869.00; Net tonnage -
        11,897.00.

       

      “Measurement
        Period”
means,
        at any date of determination, the most recently completed four fiscal quarters
        of Holdings.

       

      “Moody’s”
means
        Moody’s Investors Service, Inc. and any successor thereto.

       

      “Multi-Party
        Agreement”
means
        each of the multi-party agreements in form and substance satisfactory to
        the
        Administrative Agent and made with respect to a Vessel by the Borrower owning
        such Vessel, the Administrative Agent and each Charterer of the Vessel (other
        than a Philippine Charterer) required by the terms hereof to be a party
        thereto.

       

      “Multiemployer
        Plan”
means
        any employee benefit plan of the type described in Section 4001(a)(3) of
        ERISA, to which the Borrowers or any ERISA Affiliate makes or is obligated
        to
        make contributions, or during the preceding five plan years, has made or
        been
        obligated to make contributions.

       

      “Net
        Cash Proceeds”
        means:

       

      (a) with
        respect to any Disposition by Holdings or any of its Subsidiaries, or any
        Extraordinary Receipt received or paid to the account of Holdings or any
        of its
        Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents
        received in connection with such transaction (including any cash or Cash
        Equivalents received by way of deferred payment pursuant to, or by monetization
        of, a note receivable or otherwise, but only as and when so received) over
        (ii)
        the sum of (A) the principal amount of any Indebtedness that is secured by
        the
        applicable asset and that is required to be repaid in connection with such
        transaction (other than Indebtedness under the Loan Documents), (B) the
        reasonable and customary out-of-pocket expenses incurred by Holdings or such
        Subsidiary in connection with such transaction and (C) income taxes reasonably
        estimated to be actually payable within two years of the date of the relevant
        transaction as a result of any gain recognized in connection therewith;
provided
        that, if
        the amount of any estimated taxes pursuant to subclause
        (C)
        exceeds
        the amount of taxes actually required to be paid in cash in respect of such
        Disposition, the aggregate amount of such excess shall constitute Net Cash
        Proceeds; and

       

      (b) with
        respect to the sale or issuance of any Equity Interest by Holdings or any
        of its
        Subsidiaries, or the incurrence or issuance of any Indebtedness by Holdings
        or
        any of its Subsidiaries, the excess of (i) the sum of the cash and Cash
        Equivalents received in connection with such transaction over (ii) the
        underwriting discounts and commissions, and other reasonable and customary
        out-of-pocket expenses, incurred by Holdings or such Subsidiary in connection
        therewith.

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      “Net
        Present Rental Value”
means,
        as of any date, the aggregate net present value of all Rentals payable by
        Holdings or any of its Subsidiaries to any Person (other than Holdings or
        any of
        its other Subsidiaries) pursuant to any Operating Lease or, to the extent
        not an
        Operating Lease, any charter of any vessel that, after giving effect to any
        renewals or other extensions provided therein and in the absence of any early
        termination, shall or would have a term of one year or more, in each case
        discounted to such date at a rate of 8.00% per annum.

       

      “Non-Extension
        Notice Date”
has
        the
        meaning specified in Section
        2.03(b).

       

      “Non-Reinstatement
        Deadline”
has
        the
        meaning specified in Section
        2.03(b).

       

      “Note”
means
        a
        Term Note or a Revolving Credit Note, as the context may require.

       

      “NPL”
means
        the National Priorities List under CERCLA.

       

      “Obligations”
means
        all advances to, and debts, liabilities, obligations, covenants and duties
        of,
        any Loan Party arising under any Loan Document or otherwise with respect
        to any
        Loan or Letter of Credit, any Secured Hedge Agreement and/or any Secured
        Cash
        Management Agreement, whether direct or indirect (including those acquired
        by
        assumption), absolute or contingent, due or to become due, now existing or
        hereafter arising and including interest and fees that accrue after the
        commencement by or against any Loan Party or any Affiliate thereof of any
        proceeding under any Debtor Relief Laws naming such Person as the debtor
        in such
        proceeding, regardless of whether such interest and fees are allowed claims
        in
        such proceeding.

       

      “Obligor
        Group Requirement”
means
        the requirement that the aggregate revenues of the Loan Parties shall represent
        not less than ninety percent (90%) of the total revenues of Holdings and
        its
        Subsidiaries for the Measurement Period most recently ended.

       

      “Operating
        Lease”
of
        any
        Person means any lease or other arrangement conveying the right to use personal
        property (including, for the avoidance of doubt, vessels) to such Person
        and for
        which the obligation of such Person for Rentals is not required to be
        capitalized on a balance sheet of the lessee in accordance with
        GAAP.

       

      “Organization
        Documents”
means,
        (a) with respect to any corporation, the certificate or articles of
        incorporation and the bylaws (or equivalent or comparable constitutive documents
        with respect to any non-U.S. jurisdiction); (b) with respect to any limited
        liability company, the certificate or articles of formation or organization
        and
        operating agreement; and (c) with respect to any partnership, joint venture,
        trust or other form of business entity, the partnership, joint venture or
        other
        applicable agreement of formation or organization and any agreement, instrument,
        filing or notice with respect thereto filed in connection with its formation
        or
        organization with the applicable Governmental Authority in the jurisdiction
        of
        its formation or organization and, if applicable, any certificate or articles
        of
        formation or organization of such entity.

       

      “Other
        Taxes”
means
        all present or future stamp or documentary taxes or any other excise or property
        taxes, charges or similar levies arising from any payment made hereunder
        or
        under any other Loan Document or from the execution, delivery or enforcement
        of,
        or otherwise with respect to, this Agreement or any other Loan
        Document.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

      “Outstanding
        Amount”
means
        (a) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans
        on
        any date, the aggregate outstanding principal amount thereof after giving
        effect
        to any borrowings and prepayments or repayments of Term Loans, Revolving
        Credit
        Loans and Swing Line Loans, as the case may be, occurring on such date; and
        (b)
        with respect to any L/C Obligations on any date, the amount of such L/C
        Obligations on such date after giving effect to any L/C Credit Extension
        occurring on such date and any other changes in the aggregate amount of the
        L/C
        Obligations as of such date, including as a result of any reimbursements
        by the
        Borrowers of Unreimbursed Amounts.

       

      “Participant”
has
        the
        meaning specified in Section
        11.06(d).

       

      “PBGC”
means
        the Pension Benefit Guaranty Corporation.

       

      “PCAOB”
means
        the Public Company Accounting Oversight Board.

       

      “Pension
        Plan”
means
        any “employee pension benefit plan” (as such term is defined in Section 3(2) of
        ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA
        and is sponsored or maintained by the Borrowers or any ERISA Affiliate or
        to
        which the Borrowers or any ERISA Affiliate contributes or has an obligation
        to
        contribute, or in the case of a multiple employer or other plan described
        in
        Section 4064(a) of ERISA, has made contributions at any time during the
        immediately preceding five plan years.

       

      “Permitted
        Encumbrances”
has
        the
        meaning specified in the Preferred Vessel Mortgages.

       

      “Permitted
        New Vessel Construction Indebtedness”
means
        Indebtedness incurred after the Closing Date by Subsidiaries of Holdings
        that
        are not Loan Parties in connection with the construction of up to twelve
        (12)
        multipurpose tweendeck or bulk carrier shipping vessels.

       

      “Permitted
        Vessel Acquisition”
means
        the acquisition of a vessel by a Subsidiary of Holdings so long as (i) no
        Default or Event of Default has occurred and is continuing or would result
        from
        such acquisition, (ii) in respect of vessels that are to be “Vessels” hereunder,
        the Borrowers provide the Permitted Vessel Acquisition Information to the
        Administrative Agent at least 30 days prior to the consummation of such
        acquisition, (iii) in respect of vessels that will not be “Vessels” hereunder,
        such vessel shall be a multipurpose tweendeck or bulk carrier shipping vessel
        used in the line of business as provided in Section
        7.09
        hereof,
        (iv) any Indebtedness incurred in connection with such acquisition is funded
        by
        the Facilities or is permitted by Section
        7.02(f),
        and
        (vi) any Investment made in connection with such acquisition is permitted
        by
Section
        7.03(j).

       

      “Permitted
        Vessel Acquisition Information”
means
        (i) the name or, in the case of a newbuilding, the hull number, of such vessel,
        (ii) the general description and deadweight tonnage of such vessel, (iii)
        the
        age of such vessel, or in the case of a newbuilding, the scheduled date of
        delivery of such vessel, (iv) the identify of the current owner of such vessel,
        or in the case of a newbuilding, the shipyard at which such vessel was or
        is
        being built, (v) the purchase price of such vessel paid or to be paid by
        a
        Borrower, (vi) such further information as the Administrative Agent may require
        and (vii) if available, a true and complete copy of any relevant acquisition
        agreement for such vessel.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      “Person”
means
        any natural person, corporation, limited liability company, trust, joint
        venture, association, company, partnership, Governmental Authority or other
        entity.

       

      “Philippine
        Assignment”
means
        each assignment of sub-charter and earnings made by the Philippine Charterer
        of
        any Vessel in favor of a Borrower owning such Vessel and in form and substance
        satisfactory to the Administrative Agent.

       

      “Philippine
        Charter”
means,
        with respect to any Vessel, each charter between a Borrower and a Philippine
        Charterer relating to such Vessel.

       

      “Philippine
        Charterer”
means,
        with respect to any Vessel, one of Filscan Shipping, Inc., General Charterer,
        Inc., Intermodal Shipping, Inc., Overseas Bulk Transport, Inc., Sea Star
        Shipping Corp. and Viking International Carriers, Inc., as
        applicable.

       

      “Plan”
means
        any “employee benefit plan” (as such term is defined in Section 3(3) of
        ERISA) established by the Borrowers or, with respect to any such plan that
        is
        subject to Section 412 of the Code or Title IV of ERISA, any ERISA
        Affiliate.

       

      “Platform”
has
        the
        meaning specified in Section
        6.02.

       

      “Pledged
        Debt”
has
        the
        meaning specified in the Security Agreement.

       

      “Preferred
        Vessel Mortgage”
means
        a
        first preferred ship mortgage covering a Vessel (or first-preferred fleet
        mortgages covering more than one Vessel) executed and delivered by the Loan
        Party that is the owner of such Vessel, in form and substance acceptable
        to the
        Administrative Agent, in order to assure that the Administrative Agent for
        the
        benefit of the Secured Parties has a perfected security interest in or lien
        on
        such Vessel, as amended, supplemented or otherwise modified from time to
        time.


       

      “Public
        Market”
shall
        exist if (a) a Public Offering has been consummated and (b) any Equity Interests
        of Holdings have been distributed by means of an effective registration
        statement under the Securities Act of 1933.

       

      “Public
        Offering”
means
        a
        public offering of the Equity Interests of Holdings pursuant to an effective
        registration statement under the Securities Act of 1933.

       

      “Qualified
        Cash”
means,
        as of any date of determination, the amount of cash and Cash Equivalents
        which
        is freely transferable and not subject to a Lien (other than the Lien in
        favor
        of the Administrative Agent), pledge, security interest, encumbrance, escrow
        or
        cash collateral arrangement or any other restriction on its use.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      “Reduction
        Amount”
has
        the
        meaning set forth in Section
        2.05(b)(ix).

       

      “Register”
has
        the
        meaning specified in Section
        11.06(c).

       

      “Registered
        Public Accounting Firm”
has
        the
        meaning specified by the Securities Laws and shall be independent of Holdings
        as
        prescribed by the Securities Laws.

       

      “Related
        Parties”
means,
        with respect to any Person, such Person’s Affiliates and the partners,
        directors, officers, employees, agents and advisors of such Person and of
        such
        Person’s Affiliates.

       

      “Rentals”
means
        and includes, as of the date of any determination thereof, all fixed payments
        (including as such all payments which the lessee is obligated to make to
        the
        lessor on termination of the lease or surrender of the property) payable
        by a
        Person, as lessee or sublessee under a lease of real or personal property,
        exclusive of any amounts required to be paid by such Person, directly or
        indirectly (whether or not designated as rents or additional rents), on account
        of maintenance, repairs, insurance, taxes and similar charges incurred by
        such
        lessee or sublessee. Fixed rents under any so-called “percentage leases” shall
        be computed solely on the basis of the minimum rents, if any, required to
        be
        paid by the lessee regardless of sales volume or gross revenues.

       

      “Replacement
        Covenant”
has
        the
        meaning specified in Section
        7.14.

       

      “Reportable
        Event”
means
        any of the events set forth in Section 4043(c) of ERISA, other than events
        for
        which the 30 day notice period has been waived.

       

      “Request
        for Credit Extension”
means
        (a) with respect to a Borrowing, conversion or continuation of Term Loans
        or
        Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C
        Credit Extension, a Letter of Credit Application, and (c) with respect to
        a
        Swing Line Loan, a Swing Line Loan Notice.

       

      “Required
        Lenders”
means,
        as of any date of determination, at least two Lenders holding at least 66%
        of
        the sum of the (a) Total Outstandings (with the aggregate amount of each
        Revolving Credit Lender’s risk participation and funded participation in L/C
        Obligations and Swing Line Loans being deemed “held” by such Revolving Credit
        Lender for purposes of this definition) and (b) aggregate unused Revolving
        Credit Commitments; provided
        that the
        unused Revolving Credit Commitment of, and the portion of the Total Outstandings
        held or deemed held by, any Defaulting Lender shall be excluded for purposes
        of
        making a determination of Required Lenders.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      “Required
        Revolving Lenders”
means,
        as of any date of determination, at least two Revolving Credit Lenders holding
        at least 66% of the sum of the (a) Total Revolving Credit Outstandings
        (with the aggregate amount of each Revolving Credit Lender’s risk participation
        and funded participation in L/C Obligations and Swing Line Loans being deemed
        “held” by such Revolving Credit Lender for purposes of this definition) and
        (b) aggregate unused Revolving Credit Commitments; provided
        that the
        unused Revolving Credit Commitment of, and the portion of the Total Revolving
        Credit Outstandings held or deemed held by, any Defaulting Lender shall be
        excluded for purposes of making a determination of Required Revolving
        Lenders.

       

      “Required
        Term Lenders”
means,
        as of any date of determination, at least two Term Lenders holding at least
        66%
        of the Term Facility on such date; provided
        that the
        portion of the Term Facility held by any Defaulting Lender shall be excluded
        for
        purposes of making a determination of Required Term Lenders.

       

      “Responsible
        Officer”
means
        the chief executive officer, president, chief financial officer, treasurer,
        assistant treasurer, controller or secretary of a Loan Party or, unless
        otherwise explicitly provided herein, any attorney-in-fact duly appointed
        by
        such Loan Party.
        Any
        document delivered hereunder that is signed by a Responsible Officer of a
        Loan
        Party shall be conclusively presumed to have been authorized by all necessary
        corporate, partnership and/or other action on the part of such Loan Party
        and
        such Responsible Officer shall be conclusively presumed to have acted on
        behalf
        of such Loan Party.

       

      “Restricted
        Payment”
means
        any dividend or other distribution (whether in cash, securities or other
        property) with respect to any capital stock or other Equity Interest of any
        Person or any of its Subsidiaries, or any payment (whether in cash, securities
        or other property), including any sinking fund or similar deposit, on account
        of
        the purchase, redemption, retirement, defeasance, acquisition, cancellation
        or
        termination of any such capital stock or other Equity Interest, or on account
        of
        any return of capital to any Person’s stockholders, partners or members (or the
        equivalent of any thereof), or any option, warrant or other right to acquire
        any
        such dividend or other distribution or payment.

       

      “Revolving
        Credit Borrowing”
means
        a
        borrowing consisting of simultaneous Revolving Credit Loans of the same Type
        and, in the case of Eurodollar Rate Loans, having the same Interest Period
        made
        by each of the Revolving Credit Lenders pursuant to Section
        2.01(b).

       

      “Revolving
        Credit Commitment”
means,
        as to each Revolving Credit Lender, its obligation to (a) make Revolving
        Credit
        Loans to the Borrowers pursuant to Section
        2.01(b),
        (b)
        purchase participations in L/C Obligations, and (c) purchase participations
        in
        Swing Line Loans, in an aggregate principal amount at any one time outstanding
        not to exceed the amount set forth opposite such Lender’s name on Schedule
        2.01(a)
        under
        the caption “Revolving Credit Commitment” or opposite such caption in the
        Assignment and Assumption pursuant to which such Lender becomes a party hereto,
        as applicable, as such amount may be adjusted from time to time in accordance
        with this Agreement.

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      “Revolving
        Credit Facility”
means,
        at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving
        Credit Commitments at such time. 

       

      “Revolving
        Credit Lender”
means,
        at any time, any Lender that has a Revolving Credit Commitment at such
        time.

       

      “Revolving
        Credit Loan”
has
        the
        meaning specified in Section
        2.01(b).

       

      “Revolving
        Credit Note”
means
        a
        promissory note made by the Borrowers in favor of a Revolving Credit Lender
        evidencing Revolving Credit Loans or Swing Line Loans, as the case may be,
        made
        by such Revolving Credit Lender, substantially in the form of Exhibit C-2.

       

      “S&P”
means
        Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
        Inc., and any successor thereto.

       

      “Sarbanes-Oxley”
means
        the Sarbanes-Oxley Act of 2002.

       

      “SEC”
means
        the Securities and Exchange Commission, or any Governmental Authority succeeding
        to any of its principal functions.

       

      “Section
        7.13(b) Compliance Certificate”
means
        a
        certificate substantially in the form of Exhibit
        D-2.

       

      “Secured
        Cash Management Agreement”
means
        any Cash Management Agreement that is entered into by and between the relevant
        Borrower or Guarantor and any Cash Management Bank.

       

      “Secured
        Hedge Agreement”
means
        any Swap Contract permitted under Article
        VI
        or
VII
        that is
        entered into by and between any Loan Party and any Hedge Bank (and including,
        without limitation, the Bank of America Master Agreement).

       

      “Secured
        Parties”
means,
        collectively, the Administrative Agent, the Lenders, the L/C Issuer, the
        Hedge
        Banks, the Cash Management Banks, each co-agent or sub-agent appointed by
        the
        Administrative Agent from time to time pursuant to Section 9.05,
        and the
        other Persons the Obligations owing to which are or are purported to be secured
        by the Collateral under the terms of the Collateral Documents.

       

      “Securities
        Account Control Agreements”
means,
        collectively, the securities account control agreements or such other agreements
        executed by a securities intermediary, the Administrative Agent, any other
        the
        other parties thereto (if any) and by the applicable Loan Party, in form
        and
        substance acceptable to the Administrative Agent, from time to
        time.

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

      “Securities
        Collateral”
has
        the
        meaning specified in the Securities Pledge Agreement.

       

      “Securities
        Laws”
means
        the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley,
        and the applicable accounting and auditing principles, rules, standards and
        practices promulgated, approved or incorporated by the SEC or the
        PCAOB.

       

      “Securities
        Pledge Agreement”
means
        the Securities Pledge Agreement, dated or to be dated on or prior to the
        Closing
        Date, among certain of the Loan Parties and the Administrative Agent, in
        form
        and substance reasonably satisfactory to the Lenders and the Administrative
        Agent, and
        all
        other instruments, agreements and documents required to be executed or delivered
        pursuant to the Securities Pledge Agreement (including, without limitation,
        any
        stock powers or other appropriate instruments of transfer delivered in
        connection therewith).

       

      “Security
        Agreement”
means,
        collectively, (i) the Master Security Agreement (Borrowers), dated or to
        be
        dated on or prior to the Closing Date, among each of the Borrowers and the
        Administrative Agent, (ii) the Master Security Agreement (Guarantors), dated
        or
        to be dated on or prior to the Closing Date, among each of the Guarantors
        (other
        than any Limited Guarantor) and the Administrative Agent and (iii) each other
        security agreement entered into after the Closing Date among any Subsidiary
        of
        Holdings and the Administrative Agent; in each case, in form and substance
        reasonably satisfactory to the Lenders and the Administrative Agent, and
        all
        other instruments, agreements and documents required to be executed or delivered
        pursuant to a Security Agreement (including, without limitation, any perfection
        certificates or collateral certificates delivered in connection
        therewith).

       

      “Shareholders’
        Equity”
means,
        as of any date of determination, consolidated shareholders’ equity of Holdings
        and its Subsidiaries as of that date determined in accordance with
        GAAP.

       

      “Solvent”
and
        “Solvency”
mean,
        with respect to any Person on any date of determination, that on such date
        (a) the fair value of the property of such Person is greater than the total
        amount of liabilities, including contingent liabilities, of such Person,
        (b) the present fair salable value of the assets of such Person is not less
        than the amount that will be required to pay the probable liability of such
        Person on its debts as they become absolute and matured, (c) such Person
        does not intend to, and does not believe that it will, incur debts or
        liabilities beyond such Person’s ability to pay such debts and liabilities as
        they mature, (d) such Person is not engaged in business or a transaction,
        and is not about to engage in business or a transaction, for which such Person’s
        property would constitute an unreasonably small capital, and (e) such Person
        is
        able to pay its debts and liabilities, contingent obligations and other
        commitments as they mature in the ordinary course of business. The amount
        of
        contingent liabilities at any time shall be computed as the amount that,
        in the
        light of all the facts and circumstances existing at such time, represents
        the
        amount that can reasonably be expected to become an actual or matured
        liability.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

      “SPC”
has
        the
        meaning specified in Section
        11.06(h).

       

      “Sub-Charterer”
means
        Pacific Rim Shipping Corp.

       

      “Subsidiary”
of
        a
        Person means a corporation, partnership, joint venture, limited liability
        company or other business entity of which a majority of the shares of securities
        or other interests having ordinary voting power for the election of directors
        or
        other governing body (other than securities or interests having such power
        only
        by reason of the happening of a contingency) are at the time beneficially
        owned,
        or the management of which is otherwise controlled, directly, or indirectly
        through one or more intermediaries, or both, by such Person. Unless otherwise
        specified, all references herein to a “Subsidiary”
or
        to
“Subsidiaries”
shall
        refer to a Subsidiary or Subsidiaries of Holdings.

       

      “Swap
        Contract”
means
        (a) any and all rate swap transactions, basis swaps, credit derivative
        transactions, forward rate transactions, commodity swaps, commodity options,
        forward commodity contracts, equity or equity index swaps or options, bond
        or
        bond price or bond index swaps or options or forward bond or forward bond
        price
        or forward bond index transactions, interest rate options, forward foreign
        exchange transactions, cap transactions, floor transactions, collar
        transactions, currency swap transactions, cross-currency rate swap transactions,
        currency options, spot contracts, or any other similar transactions or any
        combination of any of the foregoing (including any options to enter into
        any of
        the foregoing), whether or not any such transaction is governed by or subject
        to
        any master agreement, and (b) any and all transactions of any kind, and the
        related confirmations, which are subject to the terms and conditions of,
        or
        governed by, any form of master agreement published by the International
        Swaps
        and Derivatives Association, Inc., any International Foreign Exchange Master
        Agreement, or any other master agreement (any such master agreement, together
        with any related schedules, a “Master
        Agreement”),
        including any such obligations or liabilities under any Master
        Agreement.

       

      “Swap
        Termination Value”
means,
        in respect of any one or more Swap Contracts, after taking into account the
        effect of any legally enforceable netting agreement relating to such Swap
        Contracts, (a) for any date on or after the date such Swap Contracts have
        been
        closed out and termination value(s) determined in accordance therewith, such
        termination value(s), and (b) for any date prior to the date referenced in
        clause (a), the amount(s) determined as the mark-to-market value(s) for such
        Swap Contracts, as determined based upon one or more mid-market or other
        readily
        available quotations provided by any recognized dealer in such Swap Contracts
        (which may include a Lender or any Affiliate of a Lender).

       

      “Swing
        Line”
means
        the revolving credit facility made available by the Swing Line Lender pursuant
        to Section
        2.04.

       

      “Swing
        Line Borrowing”
means
        a
        borrowing of a Swing Line Loan pursuant to Section
        2.04.

       

      “Swing
        Line Lender”
means
        Bank of America in its capacity as provider of Swing Line Loans, or any
        successor swing line lender hereunder.

       

      “Swing
        Line Loan”
has
        the
        meaning specified in Section
        2.04(a).

       

      “Swing
        Line Loan Notice”
means
        a
        notice of a Swing Line Borrowing pursuant to Section
        2.04(b),
        which,
        if in writing, shall be substantially in the form of Exhibit
        B.

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      “Swing
        Line Sublimit”
means
        an amount equal to the lesser of (a) $5,000,000 and (b) the Revolving Credit
        Facility. The Swing Line Sublimit is part of, and not in addition to, the
        Revolving Credit Facility.

       

      “Syndication
        Agent”
means
        Citibank, N.A., in its capacity as syndication agent under any of the Loan
        Documents, or any successor syndication agent.

       

      “Synthetic
        Debt”
means,
        with respect to any Person as of any date of determination thereof, all
        obligations of such Person in respect of transactions entered into by such
        Person that are intended to function primarily as a borrowing of funds
        (including any minority interest transactions that function primarily as
        a
        borrowing) but are not otherwise included in the definition of “Indebtedness”
or
        as a
        liability on the consolidated balance sheet of such Person and its Subsidiaries
        in accordance with GAAP.

       

      “Synthetic
        Lease Obligation”
means
        the monetary obligation of a Person under (a) a so-called synthetic, off-balance
        sheet or tax retention lease, or (b) an agreement for the use or possession
        of
        property (including sale and leaseback transactions), in each case, creating
        obligations that do not appear on the balance sheet of such Person but which,
        upon the application of any Debtor Relief Laws to such Person, would be
        characterized as the indebtedness of such Person (without regard to accounting
        treatment).

       

      “Taxes”
means
        all present or future taxes, levies, imposts, duties, deductions, withholdings,
        assessments, fees or other charges imposed by any Governmental Authority,
        including any interest, additions to tax or penalties applicable
        thereto.

       

      “Term
        Borrowing”
means
        a
        borrowing consisting of simultaneous Term Loans of the same Type and, in
        the
        case of Eurodollar Rate Loans, having the same Interest Period made by each
        of
        the Term Lenders pursuant to Section
        2.01(a).

       

      “Term
        Commitment”
means,
        as to each Term Lender, its obligation to make Term Loans to the Borrowers
        pursuant to Section
        2.01(a)
        in an
        aggregate principal amount at any one time outstanding not to exceed the
        amount
        set forth opposite such Term Lender’s name on Schedule
        2.01(a)
        under
        the caption “Term Commitment” or opposite such caption in the Assignment and
        Assumption pursuant to which such Term Lender becomes a party hereto, as
        applicable, as such amount may be adjusted from time to time in accordance
        with
        this Agreement.

       

      “Term
        Facility”
means,
        at any time, (a) on or prior to the Closing Date, the aggregate amount of
        the
        Term Commitments at such time and (b) thereafter, the aggregate
        principal amount of the Term Loans of all Term Lenders outstanding at such
        time.

       

      “Term
        Lender”
means
        (a) at any time on or prior to the Closing Date, any Lender that has a Term
        Commitment at such time and (b) at any time after the Closing Date, any
        Lender that holds Term Loans at such time.

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

      “Term
        Loan”
means
        an advance made by any Term Lender under the Term Facility.

       

      “Term
        Note”
means
        a
        promissory note made by the Borrowers in favor of a Term Lender evidencing
        Term
        Loans made by such Term Lender, substantially in the form of Exhibit C-1.

       

      “Threshold
        Amount”
means
        $2,000,000.

       

      “Total
        Revolving Credit Outstandings”
means
        the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line
        Loans
        and L/C Obligations.

       

      “Total
        Outstandings”
means
        the aggregate Outstanding Amount of all Loans and all L/C
        Obligations.

       

      “Transaction”
means,
        collectively, (a) the entering into by the Loan Parties and their
        applicable Subsidiaries of the Loan Documents and (b) the payment of the
        fees and expenses incurred in connection therewith.

       

      “Type”
means,
        with respect to a Loan, its character as a Base Rate Loan or a Eurodollar
        Rate
        Loan.

       

      “UCC”
means
        the Uniform Commercial Code as in effect in the State of New York; provided
        that, if
        perfection or the effect of perfection or non-perfection or the priority
        of any
        security interest in any Collateral is governed by the Uniform Commercial
        Code
        as in effect in a jurisdiction other than the State of New York, “UCC”
means
        the Uniform Commercial Code as in effect from time to time in such other
        jurisdiction for purposes of the provisions hereof relating to such perfection,
        effect of perfection or non-perfection or priority.

       

      “Unfunded
        Pension Liability”
means
        the excess of a Pension Plan’s benefit liabilities under
        Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s
        assets, determined in accordance with the assumptions used for funding the
        Pension Plan pursuant to Section 412 of the Code for the applicable plan
        year.

       

      “United
        States”
and
        “U.S.”
mean
        the United States of America.

       

      “Unreimbursed
        Amount”
has
        the
        meaning specified in Section
        2.03(c)(i).

       

      “U.S.
        Loan Party”
means
        any Loan Party that is organized under the laws of one of the states of the
        United States of America and that is not a CFC.

       

      
        “Valuation”
means,
          with respect to any Vessel, a valuation of such Vessel made (at the expense
          of
          the Borrowers) in Dollars at any relevant time by an Appraiser with or
          without
          physical inspection of such Vessel (as the Administrative Agent may require
          in
          its sole discretion), on the basis of a sale for prompt delivery for cash
          at
          arms’ length on normal commercial terms as between a willing seller and a
          willing buyer, free of any existing charter or other contracts of employment,
          and shall be conclusive evidence of the fair market value of such Vessel
          at the
          date of such valuation.

      

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

                  “Vessel”
means
        each bulk carrier or multipurpose tweendeck shipping vessel that is identified
        on Schedule
        5.27
        (as the
        same may be amended from time to time with the written consent of the
        Administrative Agent) and any other bulk carrier or multipurpose tweendeck
        shipping vessel (and everything belonging to each such vessel) owned by a
        Borrower, in each case, to the extent that the Administrative Agent has a
        first
        priority perfected preferred vessel mortgage under all applicable Laws in
        such
        Vessel, as determined by the Administrative Agent in its sole discretion
        and
        such Vessel has received the highest classification and rating for vessels
        of
        the same age and type, free of all recommendations and notations of the
        Classification Society that affects such vessel’s classification and rating by
        such Classification Society, unless otherwise agreed to in writing by the
        Administrative Agent in the Administrative Agent’s sole discretion; provided
        that
        with respect to any bulk carrier or multipurpose tweendeck shipping vessel
        that
        the Borrowers desire become a Vessel hereunder after the Closing Date, the
        Borrowers shall obtain the Administrative Agent’s written consent to such vessel
        becoming a Vessel hereunder (which consent may be withheld in the Administrative
        Agent’s sole discretion); and provided,
        further,
        that
        any Vessel hereunder (i) shall be (A) bareboat chartered by such Borrower
        to a
        Philippine Charterer and time chartered by such Philippine Charterer to the
        Sub-Charterer, and (B) registered in the ownership of a Borrower under the
        laws
        and flag of the Republic of Panama or Liberia and (ii) shall not have been
        subject of an Event of Loss.

       

      “Vessel
        Collateral Documents”
means,
        collectively, the Preferred Vessel Mortgages, the Earnings Assignments, the
        Insurance Assignments, Approved Manager’s Undertakings, the Multi-Party
        Agreements, the Philippine Assignments and in the event requested by the
        Administrative Agent with respect to any long term charters, the Charter
        Assignments, any supplements delivered in connection with any such documents,
        and each of the other agreements, instruments, documents or supplements
        delivered in respect thereof.

       

      1.02.  Other
        Interpretive Provisions.
        With
        reference to this Agreement and each other Loan Document, unless otherwise
        specified herein or in such other Loan Document:

       

      (a)  The
        definitions of terms herein shall apply equally to the singular and plural
        forms
        of the terms defined. Whenever the context may require, any pronoun shall
        include the corresponding masculine, feminine and neuter forms. The words
        “include,”
        “includes”
and
        “including”
shall
        be deemed to be followed by the phrase “without limitation.” The word
“will”
shall
        be construed to have the same meaning and effect as the word “shall.”
Unless
        the context requires otherwise, (i) any definition of or reference to any
        agreement, instrument or other document (including any Organization Document)
        shall be construed as referring to such agreement, instrument or other document
        as from time to time amended, supplemented or otherwise modified (subject
        to any
        restrictions on such amendments, supplements or modifications set forth herein
        or in any other Loan Document), (ii) any reference herein to any Person shall
        be
        construed to include such Person’s successors and assigns, (iii) the words
“herein,”
        “hereof”
and
        “hereunder,”
and
        words of similar import when used in any Loan Document, shall be construed
        to
        refer to such Loan Document in its entirety and not to any particular provision
        thereof, (iv) all references in a Loan Document to Articles, Sections,
        Preliminary Statements, Exhibits and Schedules shall be construed to refer
        to
        Articles and Sections of, and Preliminary Statements, Exhibits and Schedules
        to,
        the Loan Document in which such references appear, (v) any reference to any
        law
        shall include all statutory and regulatory provisions consolidating, amending,
        replacing or interpreting such law and any reference to any law or regulation
        shall, unless otherwise specified, refer to such law or regulation as amended,
        modified or supplemented from time to time, and (vi) the words “asset”
and
        “property”
shall
        be construed to have the same meaning and effect and to refer to any and
        all
        tangible and intangible assets and properties, including cash, securities,
        accounts and contract rights.

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

      (b)  In
        the
        computation of periods of time from a specified date to a later specified
        date,
        the word “from”
means
        “from
        and including;”
the
        words “to”
and
        “until”
each
        mean “to
        but
        excluding;”
and
        the word “through”
means
        “to
        and
        including.”

       

      (c)  Section
        headings herein and in the other Loan Documents are included for convenience
        of
        reference only and shall not affect the interpretation of this Agreement
        or any
        other Loan Document.

       

      1.03.  Accounting
        Terms.
        (a) Generally.
        All
        accounting terms not specifically or completely defined herein shall be
        construed in conformity with, and all financial data (including financial
        ratios
        and other financial calculations) required to be submitted pursuant to this
        Agreement shall be prepared in conformity with, GAAP applied on a consistent
        basis, as in effect from time to time, applied in a manner consistent with
        that
        used in preparing the Audited Financial Statements, except
        as
        otherwise specifically prescribed herein.

       

      (b)  Changes
        in GAAP.
        If at
        any time any change in GAAP would affect the computation of any financial
        ratio
        or requirement set forth in any Loan Document, and either the Borrowers or
        the
        Required Lenders shall so request, the Administrative Agent, the Lenders
        and the
        Borrowers shall negotiate in good faith to amend such ratio or requirement
        to
        preserve the original intent thereof in light of such change in GAAP (subject
        to
        the approval of the Required Lenders); provided
        that,
        until so amended, (i) such ratio or requirement shall continue to be computed
        in
        accordance with GAAP prior to such change therein and (ii) the Borrowers
        shall provide to the Administrative Agent and the Lenders financial statements
        and other documents required under this Agreement or as reasonably requested
        hereunder setting forth a reconciliation between calculations of such ratio
        or
        requirement made before and after giving effect to such change in
        GAAP.

       

      (c)  Consolidation
        of Variable Interest Entities.
        All
        references herein to consolidated financial statements of Holdings and its
        Subsidiaries or to the determination of any amount for Holdings and its
        Subsidiaries on a consolidated basis or any similar reference shall, in each
        case, be deemed to include each variable interest entity that Holdings is
        required to consolidate pursuant to FASB Interpretation No. 46 - Consolidation
        of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003)
        as
        if such variable interest entity were a Subsidiary as defined
        herein.

       

      1.04.  Rounding.
        Any
        financial ratios required to be maintained by the Borrowers pursuant to this
        Agreement shall be calculated by dividing the appropriate component by the
        other
        component, carrying the result to one place more than the number of places
        by
        which such ratio is expressed herein and rounding the result up or down to
        the
        nearest number (with a rounding-up if there is no nearest number).

       

      1.05.  Times
        of Day.
        Unless
        otherwise specified, all references herein to times of day shall be references
        to Eastern time (daylight or standard, as applicable).

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

      1.06.  Letter
        of Credit Amounts.
        Unless
        otherwise specified herein, the amount of a Letter of Credit at any time
        shall
        be deemed to be the stated amount of such Letter of Credit in effect at such
        time; provided,
        however,
        that
        with respect to any Letter of Credit that, by its terms or the terms of any
        Issuer Document related thereto, provides for one or more automatic increases
        in
        the stated amount thereof, the amount of such Letter of Credit shall be deemed
        to be the maximum stated amount of such Letter of Credit after giving effect
        to
        all such increases, whether or not such maximum stated amount is in effect
        at
        such time.

       

      1.07.  Currency
        Equivalents Generally.
        Any
        amount specified in this Agreement (other than in Articles
        II,
        IX
        and
X)
        or any
        of the other Loan Documents to be in Dollars shall also include the equivalent
        of such amount in any currency other than Dollars, such equivalent amount
        thereof in the applicable currency to be determined by the Administrative
        Agent
        at such time on the basis of the Spot Rate (as defined below) for the purchase
        of such currency with Dollars. For purposes of this Section 1.07,
        the
“Spot
        Rate”
for
        a
        currency means the rate determined by the Administrative Agent to be the
        rate
        quoted by the Person acting in such capacity as the spot rate for the purchase
        by such Person of such currency with another currency through its principal
        foreign exchange trading office at approximately 11:00 a.m. on the date two
        Business Days prior to the date of such determination; provided
        that the
        Administrative Agent may obtain such spot rate from another financial
        institution designated by the Administrative Agent if the Person acting in
        such
        capacity does not have as of the date of determination a spot buying rate
        for
        any such currency.

       

      ARTICLE
        II. 

      THE
        COMMITMENTS AND CREDIT EXTENSIONS

       

      2.01.  The
        Loans.
        (a) The
        Term Borrowing.
        Subject
        to the terms and conditions set forth herein, each Term Lender severally
        agrees to make a single loan to the Borrowers on the Closing Date in an amount
        not to exceed such Term Lender’s Term Commitment Percentage of the Term
        Facility. The Term Borrowing shall consist of Term Loans made simultaneously
        by
        the Term Lenders in accordance with their respective Applicable Percentage
        of
        the Term Facility. Amounts borrowed under this Section 2.01(a)
        and
        repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans
        or
        Eurodollar Rate Loans, as further provided herein.

       

      (b)  The
        Revolving Credit Borrowings.
        Subject
        to the terms and conditions set forth herein, each Revolving Credit Lender
        severally agrees to make loans (each such loan, a “Revolving
        Credit Loan”)
        to the
        Borrowers from time to time, on any Business Day during the Availability
        Period
        in an aggregate amount not to exceed at any time outstanding the amount of
        such
        Lender’s Revolving Credit Commitment; provided,
        however,
        that
        after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving
        Credit Outstandings shall not exceed the Revolving Credit Facility, (ii)
        the
        aggregate Outstanding Amount of the Revolving Credit Loans of any Lender,
        plus
        such
        Revolving Credit Lender’s Applicable Revolving Credit Percentage of the
        Outstanding Amount of all L/C Obligations, plus
        such
        Revolving Credit Lender’s Applicable Revolving Credit Percentage of the
        Outstanding Amount of all Swing Line Loans shall not exceed such Revolving
        Credit Lender’s Revolving Credit Commitment and (iii) the Total Outstandings
        shall not exceed the Maximum Available Amount. Within the limits of each
        Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other
        terms and conditions hereof, the Borrowers may borrow under this Section
        2.01(b),
        prepay
        under Section
        2.05,
        and
        reborrow under this Section
        2.01(b).
        Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as
        further provided herein.

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

      2.02.  Borrowings,
        Conversions and Continuations of Loans.
        (a)
        Each
        Term Borrowing, each Revolving Credit Borrowing, each conversion of Term
        Loans
        or Revolving Credit Loans from one Type to the other, and each continuation
        of
        Eurodollar Rate Loans shall be made upon the Administrative Borrower’s
        irrevocable notice to the Administrative Agent, which may be given by telephone.
        Each such notice must be received by the Administrative Agent not later than
        11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing
        of, conversion to or continuation of Eurodollar Rate Loans or of any conversion
        of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date
        of
        any Borrowing of Base Rate Loans. Each telephonic notice by the Administrative
        Borrower pursuant to this Section
        2.02(a)
        must be
        confirmed promptly by delivery to the Administrative Agent of a written
        Committed Loan Notice, appropriately completed and signed by a Responsible
        Officer (other than any attorney-in-fact) of the Administrative Borrower.
        Each
        Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall
        be in
        a principal amount of $2,500,000 or a whole multiple of $500,000 in excess
        thereof. Except as provided in Sections
        2.03(c)
        and
2.04(c),
        each
        Borrowing of or conversion to Base Rate Loans shall be in a principal amount
        of
        $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed
        Loan
        Notice (whether telephonic or written) shall specify (i) whether the Borrowers
        are requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion
        of
        Term Loans or Revolving Credit Loans from one Type to the other, or a
        continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing,
        conversion or continuation, as the case may be (which shall be a Business
        Day),
        (iii) the principal amount of Loans to be borrowed, converted or continued,
        (iv)
        the Type of Loans to be borrowed or to which existing Term Loans or Revolving
        Credit Loans are to be converted, (v) if applicable, the duration of the
        Interest Period with respect thereto and (vi) if such Loan is for a Permitted
        Vessel Acquisition, the Permitted Vessel Acquisition Information. If the
        Administrative Borrower fails to specify a Type of Loan in a Committed Loan
        Notice or if the Administrative Borrower fails to give a timely notice
        requesting a conversion or continuation, then the applicable Term Loans or
        Revolving Credit Loans shall be made as, or converted to, Base Rate Loans.
        Any
        such automatic conversion to Base Rate Loans shall be effective as of the
        last
        day of the Interest Period then in effect with respect to the applicable
        Eurodollar Rate Loans. If the Administrative Borrower requests a Borrowing
        of,
        conversion to, or continuation of Eurodollar Rate Loans in any such Committed
        Loan Notice, but fails to specify an Interest Period, it will be deemed to
        have
        specified an Interest Period of one month. Notwithstanding anything to the
        contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate
        Loan.

       

      (b)  Following
        receipt of a Committed Loan Notice, the Administrative Agent shall promptly
        notify each Lender of the amount of its Applicable Percentage under the
        applicable Facility of the applicable Term Loans or Revolving Credit Loans,
        and
        if no timely notice of a conversion or continuation is provided by the
        Administrative Borrower, the Administrative Agent shall notify each Lender
        of
        the details of any automatic conversion to Base Rate Loans described in
Section
        2.02(a).
        Subject
        to the foregoing sentence, in the case of a Term Borrowing or a Revolving
        Credit
        Borrowing, each Appropriate Lender shall make the amount of its Loan available
        to the Administrative Agent in immediately available funds at the Administrative
        Agent’s Office not later than 1:00 p.m. on the Business Day specified in the
        applicable Committed Loan Notice. Upon satisfaction of the applicable conditions
        set forth in Section
        4.02
        (and, if
        such Borrowing is the initial Credit Extension, Section
        4.01),
        the
        Administrative Agent shall make all funds so received available to the Borrowers
        in like funds as received by the Administrative Agent either by (i) crediting
        the account of the Borrowers on the books of Bank of America with the amount
        of
        such funds or (ii) wire transfer of such funds, in each case in accordance
        with
        instructions provided to (and reasonably acceptable to) the Administrative
        Agent
        by the Administrative Borrower; provided,
        however,
        that
        if, on the date a Committed Loan Notice with respect to a Revolving Credit
        Borrowing is given by the Administrative Borrower, there are L/C Borrowings
        outstanding, then the proceeds of such Revolving Credit Borrowing, first,
        shall
        be applied to the payment in full of any such L/C Borrowings, and second,
        shall
        be made available to the Borrowers as provided above.

      
        
          
          

        

        
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      (c)  Except
        as
        otherwise provided herein, a Eurodollar Rate Loan may be continued or converted
        only on the last day of an Interest Period for such Eurodollar Rate Loan.
        During
        the existence of a Default, no Loans may be requested as, converted to or
        continued as Eurodollar Rate Loans without the consent of the Required
        Lenders.

       

      (d)  The
        Administrative Agent shall promptly notify the Administrative Borrower and
        the
        Lenders of the interest rate applicable to any Interest Period for Eurodollar
        Rate Loans upon determination of such interest rate. At any time that Base
        Rate
        Loans are outstanding, the Administrative Agent shall notify the Administrative
        Borrower and the Lenders of any change in Bank of America’s prime rate used in
        determining the Base Rate promptly following the public announcement of such
        change.

       

      (e)  After
        giving effect to all Term Borrowings, all conversions of Term Loans from
        one
        Type to the other, and all continuations of Term Loans as the same Type,
        there
        shall not be more than 4 Interest Periods in effect in respect of the Term
        Facility. After giving effect to all Revolving Credit Borrowings, all
        conversions of Revolving Credit Loans from one Type to the other, and all
        continuations of Revolving Credit Loans as the same Type, there shall not
        be
        more than 4 Interest Periods in effect in respect of the Revolving Credit
        Facility.

       

      2.03.  Letters
        of Credit.
        (a) The
        Letter of Credit Commitment.
        (i)
        Subject
        to the terms and conditions set forth herein, (A) the L/C Issuer agrees,
        in
        reliance upon the agreements of the Revolving Credit Lenders set forth in
        this
Section
        2.03,
        (1)
        from time to time on any Business Day during the period from the Closing
        Date
        until the Letter of Credit Expiration Date, to issue Letters of Credit for
        the
        account of any Borrower or Holdings, and to amend or extend Letters of Credit
        previously issued by it, in accordance with Section
        2.03(b),
        and (2)
        to honor drawings under the Letters of Credit; and (B) the Revolving Credit
        Lenders severally agree to participate in Letters of Credit issued for the
        account of any Borrower or Holdings and any drawings thereunder; provided
        that
        after giving effect to any L/C Credit Extension with respect to any Letter
        of
        Credit, (w) the Total Revolving Credit Outstandings shall not exceed the
        Revolving Credit Facility, (x) the aggregate Outstanding Amount of the Revolving
        Credit Loans of any Revolving Credit Lender, plus
        such
        Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all
        L/C Obligations, plus
        such
        Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all
        Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (y)
        the Outstanding Amount of the L/C Obligations shall not exceed the Letter
        of
        Credit Sublimit and (z) the Total Outstandings shall not exceed the Maximum
        Available Amount. Each request by the Administrative Borrower for the issuance
        or amendment of a Letter of Credit shall be deemed to be a representation
        by the
        Borrowers that the L/C Credit Extension so requested complies with the
        conditions set forth in the proviso to the preceding sentence. Within the
        foregoing limits, and subject to the terms and conditions hereof, the Borrowers’
ability to obtain Letters of Credit shall be fully revolving, and accordingly
        the Borrowers may, during the foregoing period, obtain Letters of Credit
        to
        replace Letters of Credit that have expired or that have been drawn upon
        and
        reimbursed.

       

      
        
          
          

        

        
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      (ii)  The
        L/C
        Issuer shall not issue any Letter of Credit if:

       

      (A)  subject
        to Section
        2.03(b)(iii),
        the
        expiry date of such requested Letter of Credit would occur more than twelve
        months after the date of issuance or last extension, unless the Administrative
        Agent has approved such expiry date; or

       

      (B)  the
        expiry date of such requested Letter of Credit would occur after the Letter
        of
        Credit Expiration Date, unless all the Revolving Credit Lenders have approved
        such expiry date.

       

      (iii)  The
        L/C
        Issuer shall not be under any obligation to issue any Letter of Credit
        if:

       

      (A)  any
        order, judgment or decree of any Governmental Authority or arbitrator shall
        by
        its terms purport to enjoin or restrain the L/C Issuer from issuing such
        Letter
        of Credit, or any Law applicable to the L/C Issuer or any request or directive
        (whether or not having the force of law) from any Governmental Authority
        with
        jurisdiction over the L/C Issuer shall prohibit, or request that the L/C
        Issuer
        refrain from, the issuance of letters of credit generally or such Letter
        of
        Credit in particular or shall impose upon the L/C Issuer with respect to
        such
        Letter of Credit any restriction, reserve or capital requirement (for which
        the
        L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing
        Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or
        expense
        which was not applicable on the Closing Date and which the L/C Issuer in
        good
        faith deems material to it;

       

      (B)  the
        issuance of such Letter of Credit would violate one or more policies of the
        L/C
        Issuer applicable to letters of credit generally;

       

      (C)  except
        as
        otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter
        of
        Credit is in an initial stated amount less than $250,000, in the case of
        a
        standby Letter of Credit;

       

      (D)  such
        Letter of Credit is to be denominated in a currency other than Dollars;
        or

       

      (E)  a
        default
        of any Lender’s obligations to fund under Section
        2.03(c)
        exists
        or any Lender is at such time a Defaulting Lender hereunder, unless the L/C
        Issuer has entered into satisfactory arrangements with the Borrowers or such
        Lender to eliminate the L/C Issuer’s risk with respect to such
        Lender.

       

      
        
          
          

        

        
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      (iv)  The
        L/C
        Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
        permitted at such time to issue such Letter of Credit in its amended form
        under
        the terms hereof.

       

      (v)  The
        L/C
        Issuer shall be under no obligation to amend any Letter of Credit if (A)
        the L/C
        Issuer would have no obligation at such time to issue such Letter of Credit
        in
        its amended form under the terms hereof, or (B) the beneficiary of such Letter
        of Credit does not accept the proposed amendment to such Letter of
        Credit.

       

      (vi)  The
        L/C
        Issuer shall act on behalf of the Revolving Credit Lenders with respect to
        any
        Letters of Credit issued by it and the documents associated therewith, and
        the
        L/C Issuer shall have all of the benefits and immunities (A) provided to
        the Administrative Agent in Article
        IX
        with
        respect to any acts taken or omissions suffered by the L/C Issuer in connection
        with Letters of Credit issued by it or proposed to be issued by it and Issuer
        Documents pertaining to such Letters of Credit as fully as if the term
“Administrative Agent” as used in Article
        IX
        included
        the L/C Issuer with respect to such acts or omissions, and (B) as additionally
        provided herein with respect to the L/C Issuer.

       

      (b)  Procedures
        for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
        Credit. (i)
        Each
        Letter of Credit shall be issued or amended, as the case may be, upon the
        request of the Administrative Borrower, for and on behalf of the Borrowers
        or
        Holdings, or Holdings, on behalf of itself, delivered to the L/C Issuer (with
        a
        copy to the Administrative Agent and the Administrative Borrower if delivered
        by
        Holdings) in the form of a Letter of Credit Application, appropriately completed
        and signed by a Responsible Officer (other than any attorney-in-fact) of
        the
        Administrative Borrower or Holdings, as applicable. Such Letter of Credit
        Application must be received by the L/C Issuer and the Administrative Agent
        not
        later than 11:00 a.m. at least two Business Days (or such later date and
        time as
        the Administrative Agent and the L/C Issuer may agree in a particular instance
        in their sole discretion) prior to the proposed issuance date or date of
        amendment, as the case may be. In the case of a request for an initial issuance
        of a Letter of Credit, such Letter of Credit Application shall specify in
        form
        and detail satisfactory to the L/C Issuer: (A) the proposed issuance date
        of the
        requested Letter of Credit (which shall be a Business Day); (B) the amount
        thereof; (C) the expiry date thereof; (D) the name and address of the
        beneficiary thereof; (E) the documents to be presented by such beneficiary
        in
        case of any drawing thereunder; (F) the full text of any certificate to be
        presented by such beneficiary in case of any drawing thereunder; and (G)
        such
        other matters as the L/C Issuer may require. In the case of a request for
        an
        amendment of any outstanding Letter of Credit, such Letter of Credit Application
        shall specify in form and detail satisfactory to the L/C Issuer (1) the Letter
        of Credit to be amended; (2) the proposed date of amendment thereof (which
        shall
        be a Business Day); (3) the nature of the proposed amendment; and (4) such
        other
        matters as the L/C Issuer may require. Additionally, the Administrative Borrower
        and Holdings, as applicable, shall furnish to the L/C Issuer and the
        Administrative Agent such other documents and information pertaining to such
        requested Letter of Credit issuance or amendment, including any Issuer
        Documents, as the L/C Issuer or the Administrative Agent may
        require.

       

      
        
          
          

        

        
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      (ii)  Promptly
        after receipt of any Letter of Credit Application, the L/C Issuer will confirm
        with the Administrative Agent (by telephone or in writing) that the
        Administrative Agent has received a copy of such Letter of Credit Application
        from the Administrative Borrower or Holdings, as applicable, and, if not,
        the
        L/C Issuer will provide the Administrative Agent with a copy thereof. Unless
        the
        L/C Issuer has received written notice from any Revolving Credit Lender,
        the
        Administrative Agent or any Loan Party, at least one Business Day prior to
        the
        requested date of issuance or amendment of the applicable Letter of Credit,
        that
        one or more applicable conditions contained in Article
        IV
        shall
        not then be satisfied, then, subject to the terms and conditions hereof,
        the L/C
        Issuer shall, on the requested date, issue a Letter of Credit for the account
        of
        the applicable Borrower or Holdings or enter into the applicable amendment,
        as
        the case may be, in each case in accordance with the L/C Issuer’s usual and
        customary business practices. Immediately upon the issuance of each Letter
        of
        Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably
        and unconditionally agrees to, purchase from the L/C Issuer a risk participation
        in such Letter of Credit in an amount equal to the product of such Revolving
        Credit Lender’s Applicable Revolving Credit Percentage times
        the
        amount of such Letter of Credit.

       

      (iii)  If
        the
        Administrative Borrower, on behalf of any Borrower or Holdings, or Holdings
        so
        requests in any applicable Letter of Credit Application, the L/C Issuer may,
        in
        its sole and absolute discretion, agree to issue a Letter of Credit that
        has
        automatic extension provisions (each, an “Auto-Extension
        Letter of Credit”);
        provided
        that any
        such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent
        any
        such extension at least once in each twelve-month period (commencing with
        the
        date of issuance of such Letter of Credit) by giving prior notice to the
        beneficiary thereof not later than a day (the “Non-Extension
        Notice Date”)
        in
        each such twelve-month period to be agreed upon at the time such Letter of
        Credit is issued. Unless otherwise directed by the L/C Issuer, the
        Administrative Borrower, such Borrower or Holdings, as applicable, shall
        not be
        required to make a specific request to the L/C Issuer for any such extension.
        Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit
        Lenders shall be deemed to have authorized (but may not require) the L/C
        Issuer
        to permit the extension of such Letter of Credit at any time to an expiry
        date
        not later than the Letter of Credit Expiration Date; provided,
        however,
        that
        the L/C Issuer shall not permit any such extension if (A) the L/C Issuer
        has
        determined that it would not be permitted, or would have no obligation at
        such
        time to issue such Letter of Credit in its revised form (as extended) under
        the
        terms hereof (by reason of the provisions of clause
        (ii)
        or
(iii)
        of
Section
        2.03(a)
        or
        otherwise), or (B) it has received notice (which may be by telephone or in
        writing) on or before the day that is five Business Days before the
        Non-Extension Notice Date (1) from the Administrative Agent that the Required
        Revolving Lenders have elected not to permit such extension or (2) from the
        Administrative Agent, any Revolving Credit Lender or the Borrowers that one
        or
        more of the applicable conditions specified in Section
        4.02
        is not
        then satisfied, and in each such case directing the L/C Issuer not to permit
        such extension.

      
        
          
          

        

        
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      (iv)  If
        the
        Administrative Borrower, on behalf of any Borrower or Holdings, or Holdings
        so
        requests in any applicable Letter of Credit Application, the L/C Issuer may,
        in
        its sole and absolute discretion, agree to issue a Letter of Credit that
        permits
        the automatic reinstatement of all or a portion of the stated amount thereof
        after any drawing thereunder (each, an “Auto-Reinstatement
        Letter of Credit”).
        Unless otherwise directed by the L/C Issuer, the Administrative Borrower,
        such
        Borrower or Holdings, as applicable, shall not be required to make a specific
        request to the L/C Issuer to permit such reinstatement. Once an
        Auto-Reinstatement Letter of Credit has been issued, except as provided in
        the
        following sentence, the Revolving Credit Lenders shall be deemed to have
        authorized (but may not require) the L/C Issuer to reinstate all or a portion
        of
        the stated amount thereof in accordance with the provisions of such Letter
        of
        Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter
        of
        Credit permits the L/C Issuer to decline to reinstate all or any portion
        of the
        stated amount thereof after a drawing thereunder by giving notice of such
        non-reinstatement within a specified number of days after such drawing (the
        “Non-Reinstatement
        Deadline”),
        the
        L/C Issuer shall not permit such reinstatement if it has received a notice
        (which may be by telephone or in writing) on or before the day that is five
        Business Days before the Non-Reinstatement Deadline (A) from the Administrative
        Agent that the Required Revolving Lenders have elected not to permit such
        reinstatement or (B) from the Administrative Agent, any Lender or the Borrowers
        that one or more of the applicable conditions specified in Section
        4.02
        is not
        then satisfied (treating such reinstatement as an L/C Credit Extension for
        purposes of this clause) and, in each case, directing the L/C Issuer not
        to
        permit such reinstatement.

       

      (v)  Promptly
        after its delivery of any Letter of Credit or any amendment to a Letter of
        Credit to an advising bank with respect thereto or to the beneficiary thereof,
        the L/C Issuer will also deliver to the relevant Borrower and the Administrative
        Agent a true and complete copy of such Letter of Credit or
        amendment.

       

      (c)  Drawings
        and Reimbursements; Funding of Participations.
        (i)
        Upon
        receipt from the beneficiary of any Letter of Credit of any notice of a drawing
        under such Letter of Credit, the L/C Issuer shall notify the Administrative
        Borrower and the Administrative Agent thereof. Not later than 11:00 a.m.
        on the
        date of any payment by the L/C Issuer under a Letter of Credit (each such
        date,
        an “Honor
        Date”),
        the
        Borrowers, or Holdings if such Letter of Credit was issued to for Holdings’
account, shall reimburse the L/C Issuer through the Administrative Agent
        in an
        amount equal to the amount of such drawing. If the Borrowers or Holdings,
        as
        applicable, fail to so reimburse the L/C Issuer by such time, the Administrative
        Agent shall promptly notify each Revolving Credit Lender of the Honor Date,
        the
        amount of the unreimbursed drawing (the “Unreimbursed
        Amount”),
        and
        the amount of such Revolving Credit Lender’s Applicable Revolving Credit
        Percentage thereof. In such event, the Borrowers shall be deemed to have
        requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed
        on the
        Honor Date in an amount equal to the Unreimbursed Amount, without regard
        to the
        minimum and multiples specified in Section
        2.02
        for the
        principal amount of Base Rate Loans, but subject to the amount of the unutilized
        portion of the Revolving Credit Commitments and the conditions set forth
        in
Section
        4.02
        (other
        than the delivery of a Committed Loan Notice). Any notice given by the L/C
        Issuer or the Administrative Agent pursuant to this Section
        2.03(c)(i)
        may be
        given by telephone if immediately confirmed in writing; provided
        that the
        lack of such an immediate confirmation shall not affect the conclusiveness
        or
        binding effect of such notice.

       

      (ii)  Each
        Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i)
        make
        funds available to the Administrative Agent for the account of the L/C Issuer
        at
        the Administrative Agent’s Office in an amount equal to its Applicable Revolving
        Credit Percentage of the Unreimbursed Amount not later than 1:00 p.m. on
        the
        Business Day specified in such notice by the Administrative Agent, whereupon,
        subject to the provisions of Section
        2.03(c)(iii),
        each
        Revolving Credit Lender that so makes funds available shall be deemed to
        have
        made a Base Rate Loan to the Borrowers in such amount. The Administrative
        Agent
        shall remit the funds so received to the L/C Issuer.

       

      
        
          
          

        

        
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      (iii)  With
        respect to any Unreimbursed Amount that is not fully refinanced by a Revolving
        Credit Borrowing of Base Rate Loans because the conditions set forth in
Section 4.02
        cannot
        be satisfied or for any other reason, the Borrowers shall be deemed to have
        incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
        Amount that is not so refinanced, which L/C Borrowing shall be due and payable
        on demand (together with interest) and shall bear interest at the Default
        Rate.
        In such event, each Revolving Credit Lender’s payment to the Administrative
        Agent for the account of the L/C Issuer pursuant to Section
        2.03(c)(ii)
        shall be
        deemed payment in respect of its participation in such L/C Borrowing and
        shall
        constitute an L/C Advance from such Lender in satisfaction of its participation
        obligation under this Section
        2.03.

    

     

    (iv)  Until
      each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance
      pursuant to this Section
      2.03(c)
      to
      reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
      interest in respect of such Lender’s Applicable Revolving Credit Percentage of
      such amount shall be solely for the account of the L/C Issuer.

     

    (v)  Each
      Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C
      Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit,
      as contemplated by this Section
      2.03(c),
      shall
      be absolute and unconditional and shall not be affected by any circumstance,
      including (A) any setoff, counterclaim, recoupment, defense or other right
      which
      such Lender may have against the L/C Issuer, the Borrowers or any other Person
      for any reason whatsoever; (B) the occurrence or continuance of a Default,
      or
      (C) any other occurrence, event or condition, whether or not similar to any
      of
      the foregoing; provided,
      however,
      that
      each Revolving Credit Lender’s obligation to make Revolving Credit Loans
      pursuant to this Section
      2.03(c)
      is
      subject to the conditions set forth in Section
      4.02
      (other
      than delivery by the Borrowers of a Committed Loan Notice ). No such making
      of
      an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers
      to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer
      under any Letter of Credit, together with interest as provided
      herein.

     

    (vi)  If
      any
      Revolving Credit Lender fails to make available to the Administrative Agent
      for
      the account of the L/C Issuer any amount required to be paid by such Lender
      pursuant to the foregoing provisions of this Section
      2.03(c)
      by the
      time specified in Section
      2.03(c)(ii),
      the L/C
      Issuer shall be entitled to recover from such Lender (acting through the
      Administrative Agent), on demand, such amount with interest thereon for the
      period from the date such payment is required to the date on which such payment
      is immediately available to the L/C Issuer at a rate per annum equal to the
      greater of the Federal Funds Rate and a rate determined by the L/C Issuer in
      accordance with banking industry rules on interbank compensation, plus any
      administrative, processing or similar fees customarily charged by the L/C Issuer
      in connection with the foregoing. If such Lender pays such amount (with interest
      and fees as aforesaid), the amount so paid shall constitute such Lender’s
      Committed Loan included in the relevant Committed Borrowing or L/C Advance
      in
      respect of the relevant L/C Borrowing, as the case may be. A certificate of
      the
      L/C Issuer submitted to any Revolving Credit Lender (through the Administrative
      Agent) with respect to any amounts owing under this Section 2.03(c)(vi)
      shall be
      conclusive absent manifest error.

    
      
        
        

      

      
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    (d)  Repayment
      of Participations.
      (i)
      At any
      time after the L/C Issuer has made a payment under any Letter of Credit and
      has
      received from any Revolving Credit Lender such Lender’s L/C Advance in respect
      of such payment in accordance with Section
      2.03(c),
      if the
      Administrative Agent receives for the account of the L/C Issuer any payment
      in
      respect of the related Unreimbursed Amount or interest thereon (whether directly
      from a Borrower or otherwise, including proceeds of Cash Collateral applied
      thereto by the Administrative Agent), the Administrative Agent will distribute
      to such Lender its Applicable Revolving Credit Percentage thereof in the same
      funds as those received by the Administrative Agent.

     

    (ii)  If
      any
      payment received by the Administrative Agent for the account of the L/C Issuer
      pursuant to Section
      2.03(c)(i)
      is
      required to be returned under any of the circumstances described in Section
      11.05
      (including pursuant to any settlement entered into by the L/C Issuer in its
      discretion), each Revolving Credit Lender shall pay to the Administrative Agent
      for the account of the L/C Issuer its Applicable Revolving Credit Percentage
      thereof on demand of the Administrative Agent, plus
      interest
      thereon from the date of such demand to the date such amount is returned by
      such
      Lender, at a rate per annum equal to the Federal Funds Rate from time to time
      in
      effect. The obligations of the Lenders under this clause shall survive the
      payment in full of the Obligations and the termination of this
      Agreement.

     

    (e)  Obligations
      Absolute.
      The
      obligation of the Borrowers and Holdings to reimburse the L/C Issuer for each
      drawing under each Letter of Credit and to repay each L/C Borrowing shall be
      absolute, unconditional and irrevocable, and shall be paid strictly in
      accordance with the terms of this Agreement under all circumstances, including
      the following:

     

    (i)  any
      lack
      of validity or enforceability of such Letter of Credit, this Agreement, or
      any
      other Loan Document;

     

    (ii)  the
      existence of any claim, counterclaim, setoff, defense or other right that
      Holdings or any Subsidiary may have at any time against any beneficiary or
      any
      transferee of such Letter of Credit (or any Person for whom any such beneficiary
      or any such transferee may be acting), the L/C Issuer or any other Person,
      whether in connection with this Agreement, the transactions contemplated hereby
      or by such Letter of Credit or any agreement or instrument relating thereto,
      or
      any unrelated transaction;

     

    (iii)  any
      draft, demand, certificate or other document presented under such Letter of
      Credit proving to be forged, fraudulent, invalid or insufficient in any respect
      or any statement therein being untrue or inaccurate in any respect; or any
      loss
      or delay in the transmission or otherwise of any document required in order
      to
      make a drawing under such Letter of Credit;

     

    
      
        
        

      

      
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    (iv)  any
      payment by the L/C Issuer under such Letter of Credit against presentation
      of a
      draft or certificate that does not strictly comply with the terms of such Letter
      of Credit; or any payment made by the L/C Issuer under such Letter of Credit
      to
      any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
      assignee for the benefit of creditors, liquidator, receiver or other
      representative of or successor to any beneficiary or any transferee of such
      Letter of Credit, including any arising in connection with any proceeding under
      any Debtor Relief Law; or

     

    (v)  any
      other
      circumstance or happening whatsoever, whether or not similar to any of the
      foregoing, including any other circumstance that might otherwise constitute
      a
      defense available to, or a discharge of, Holdings or its
      Subsidiaries.

     

    The
      Borrowers or Holdings, as applicable, shall promptly examine a copy of each
      Letter of Credit and each amendment thereto that is delivered to it and, in
      the
      event of any claim of noncompliance with the Administrative Borrower’s or
      Holding’s instructions, as applicable, or other irregularity, the Administrative
      Borrower or Holdings, as applicable, will immediately notify the L/C Issuer.
      The
      Borrowers and Holdings shall be conclusively deemed to have waived any such
      claim against the L/C Issuer and its correspondents unless such notice is given
      as aforesaid.

     

    (f)  Role
      of L/C Issuer.
      Each
      Lender, Holdings and each Borrower agrees that, in paying any drawing under
      a
      Letter of Credit, the L/C Issuer shall not have any responsibility to obtain
      any
      document (other than any sight draft, certificates and documents expressly
      required by the Letter of Credit) or to ascertain or inquire as to the validity
      or accuracy of any such document or the authority of the Person executing or
      delivering any such document. None of the L/C Issuer, the Administrative Agent,
      any of their respective Related Parties nor any correspondent, participant
      or
      assignee of the L/C Issuer shall be liable to any Lender for (i) any action
      taken or omitted in connection herewith at the request or with the approval
      of
      the Revolving Credit Lenders or the Required Revolving Lenders, as applicable;
      (ii) any action taken or omitted in the absence of gross negligence or willful
      misconduct; or (iii) the due execution, effectiveness, validity or
      enforceability of any document or instrument related to any Letter of Credit
      or
      Issuer Document. The Borrowers hereby assume all risks of the acts or omissions
      of any beneficiary or transferee with respect to its use of any Letter of
      Credit; provided,
      however,
      that
      this assumption is not intended to, and shall not, preclude any Borrower’s
      pursuing such rights and remedies as it may have against the beneficiary or
      transferee at law or under any other agreement. None of the L/C Issuer, the
      Administrative Agent, any of their respective Related Parties nor any
      correspondent, participant or assignee of the L/C Issuer shall be liable or
      responsible for any of the matters described in clauses
      (i)
      through
(v)
      of
Section
      2.03(e);
      provided,
      however,
      that
      anything in such clauses to the contrary notwithstanding, the Borrowers may
      have
      a claim against the L/C Issuer, and the L/C Issuer may be liable to the
      Borrowers, to the extent, but only to the extent, of any direct, as opposed
      to
      consequential or exemplary, damages suffered by such Borrower which such
      Borrower proves were caused by the L/C Issuer’s willful misconduct or gross
      negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit
      after the presentation to it by the beneficiary of a sight draft and
      certificate(s) strictly complying with the terms and conditions of a Letter
      of
      Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer
      may accept documents that appear on their face to be in order, without
      responsibility for further investigation, regardless of any notice or
      information to the contrary, and the L/C Issuer shall not be responsible for
      the
      validity or sufficiency of any instrument transferring or assigning or
      purporting to transfer or assign a Letter of Credit or the rights or benefits
      thereunder or proceeds thereof, in whole or in part, which may prove to be
      invalid or ineffective for any reason.

     

    
      
        
        

      

      
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    (g)  Cash
      Collateral.
      Upon
      the request of the Administrative Agent, (i) if the L/C Issuer has honored
      any
      full or partial drawing request under any Letter of Credit and such drawing
      has
      resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration
      Date, any L/C Obligation for any reason remains outstanding, the Borrowers
      shall, in each case, immediately Cash Collateralize the then Outstanding Amount
      of all L/C Obligations. Sections
      2.05
      and
8.02(c)
      set
      forth
      certain additional requirements to deliver Cash Collateral hereunder. For
      purposes of this Section
      2.03,
      Section
      2.05
      and
Section
      8.02(c),
      “Cash
      Collateralize”
means
      to pledge and deposit with or deliver to the Administrative Agent, for the
      benefit of the L/C Issuer and the Lenders, as collateral for the L/C
      Obligations, cash or deposit account balances pursuant to documentation in
      form
      and substance satisfactory to the Administrative Agent and the L/C Issuer (which
      documents are hereby consented to by the Lenders). Derivatives of such term
      have
      corresponding meanings. The Borrowers hereby grant to the Administrative Agent,
      for the benefit of the L/C Issuer and the Lenders, a security interest in all
      such cash, deposit accounts and all balances therein and all proceeds of the
      foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing
      deposit accounts at Bank of America. If at any time the Administrative Agent
      determines that any funds held as Cash Collateral are subject to any right
      or
      claim of any Person other than the Administrative Agent or that the total amount
      of such funds is less than the aggregate Outstanding Amount of all L/C
      Obligations, the Borrowers will, forthwith upon demand by the Administrative
      Agent, pay to the Administrative Agent, as additional funds to be deposited
      as
      Cash Collateral, an amount equal to the excess of (x) such aggregate
      Outstanding Amount over (y) the total amount of funds, if any, then held as
      Cash Collateral that the Administrative Agent determines to be free and clear
      of
      any such right and claim. Upon the drawing of any Letter of Credit for which
      funds are on deposit as Cash Collateral, such funds shall be applied, to the
      extent permitted under applicable Laws, to reimburse the L/C
      Issuer.

     

    (h)  Applicability
      of ISP and UCP.
      Unless
      otherwise expressly agreed by the L/C Issuer and the Administrative Borrower
      when a Letter of Credit is issued, (i) the rules of the ISP shall apply to
      each
      standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice
      for Documentary Credits, as most recently published by the International Chamber
      of Commerce at the time of issuance shall apply to each commercial Letter of
      Credit.

     

    (i)  Letter
      of Credit Fees.
      The
      Borrowers shall pay to the Administrative Agent for the account of each
      Revolving Credit Lender in accordance with its Applicable Revolving Credit
      Percentage a Letter of Credit fee (the “Letter
      of Credit Fee”)
      for
      each
      standby Letter of Credit equal to
      the
      Applicable Rate times
      the
      daily amount available to be drawn under such Letter of Credit. For purposes
      of
      computing the daily amount available to be drawn under any Letter of Credit,
      the
      amount of such Letter of Credit shall be determined in accordance with
Section
      1.06.
      Letter
      of Credit Fees shall be (i) due and payable on the first Business Day after
      the
      end of each March, June, September and December, commencing with the first
      such
      date to occur after the issuance of such Letter of Credit, on the Letter of
      Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly
      basis in arrears. If there is any change in the Applicable Rate during any
      quarter, the daily amount available to be drawn under each standby Letter of
      Credit shall be computed and multiplied by the Applicable Rate separately for
      each period during such quarter that such Applicable Rate was in effect.
      Notwithstanding anything to the contrary contained herein, upon the request
      of
      the Required Revolving Lenders, while any Event of Default exists, all Letter
      of
      Credit Fees shall accrue at the Default Rate.

     

    
      
        
        

      

      
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    (j)  Fronting
      Fee and Documentary and Processing Charges Payable to L/C Issuer.
      The
      Borrowers shall pay directly to the L/C Issuer for its own account a fronting
      fee with respect to each Letter of Credit, at the rate per annum specified
      in
      the Fee Letter, computed on the daily amount available to be drawn under such
      Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be
      due
      and payable on the tenth Business Day after the end of each March, June,
      September and December in respect of the most recently-ended quarterly period
      (or portion thereof, in the case of the first payment), commencing with the
      first such date to occur after the issuance of such Letter of Credit, on the
      Letter of Credit Expiration Date and thereafter on demand. For purposes of
      computing the daily amount available to be drawn under any Letter of Credit,
      the
      amount of such Letter of Credit shall be determined in accordance with
Section
      1.06.
      In
      addition, the Borrowers shall pay directly to the L/C Issuer for its own account
      the customary issuance, presentation, amendment and other processing fees,
      and
      other standard costs and charges, of the L/C Issuer relating to letters of
      credit as from time to time in effect. Such customary fees and standard costs
      and charges are due and payable on demand and are nonrefundable.

     

    (k)  Conflict
      with Issuer Documents.
      In the
      event of any conflict between the terms hereof and the terms of any Issuer
      Document, the terms hereof shall control.

     

    (l)  Letters
      of Credit Issued for Holdings.
      Notwithstanding that a Letter of Credit issued or outstanding hereunder is
      in
      support of any obligations of, or is for the account of, Holdings, the Borrowers
      shall be obligated to reimburse the L/C Issuer hereunder for any and all
      drawings under such Letter of Credit. Each Borrower hereby acknowledges that
      the
      issuance of Letters of Credit for the account of Holdings inures to the benefit
      of such Borrower, and that such Borrower’s business derives substantial benefits
      from the businesses of Holdings and from Holdings guarantee of its obligations
      hereunder and under the other Loan Documents. Holdings hereby agrees and
      acknowledges that any and all obligations in respect of any Letter of Credit
      issued for the account of Borrowers shall be guaranteed by Holdings pursuant
      to
Article
      X.

     

    2.04.  Swing
      Line Loans.
      (a)  The
      Swing Line.
      Subject
      to the terms and conditions set forth herein, the Swing Line Lender agrees,
      in
      reliance upon the agreements of the other Lenders set forth in this Section
      2.04,
      to make
      loans (each such loan, a “Swing
      Line Loan”)
      to the
      Borrowers from time to time on any Business Day during the Availability Period
      in an aggregate amount not to exceed at any time outstanding the amount of
      the
      Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when
      aggregated with the Applicable Revolving Credit Percentage of the Outstanding
      Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as
      Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit
      Commitment; provided,
      however,
      that
      after giving effect to any Swing Line Loan, (i) the Total Revolving Credit
      Outstandings shall not exceed the Revolving Credit Facility at such time, (ii)
      the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving
      Credit Lender at such time, plus
      such
      Revolving Credit Lender’s Applicable Revolving Credit Percentage of the
      Outstanding Amount of all L/C Obligations at such time, plus
      such
      Revolving Credit Lender’s Applicable Revolving Credit Percentage of the
      Outstanding Amount of all Swing Line Loans at such time shall not exceed such
      Lender’s Revolving Credit Commitment and (iii) the Total Outstandings shall not
      exceed the Maximum Available Amount; and provided further
      that the
      Borrowers shall not use the proceeds of any Swing Line Loan to refinance any
      outstanding Swing Line Loan. Within the foregoing limits, and subject to the
      other terms and conditions hereof, the Borrowers may borrow under this
Section
      2.04,
      prepay
      under Section
      2.05,
      and
      reborrow under this Section
      2.04.
      Each
      Swing Line Loan shall bear interest only at a rate based on the Base Rate.
      Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender
      shall be deemed to, and hereby irrevocably and unconditionally agrees to,
      purchase from the Swing Line Lender a risk participation in such Swing Line
      Loan
      in an amount equal to the product of such Revolving Credit Lender’s Applicable
      Revolving Credit Percentage times
      the
      amount of such Swing Line Loan.

    
      
        
        

      

      
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    (b)  Borrowing
      Procedures.
      Each
      Swing Line Borrowing shall be made upon the Administrative Borrower’s
      irrevocable notice to the Swing Line Lender and the Administrative Agent, which
      may be given by telephone. Each such notice must be received by the Swing Line
      Lender and the Administrative Agent not later than 1:00 p.m. on the requested
      borrowing date, and shall specify (i) the amount to be borrowed, which shall
      be
      a minimum of $500,000, and (ii) the requested borrowing date, which shall be
      a
      Business Day. Each such telephonic notice must be confirmed promptly by delivery
      to the Swing Line Lender and the Administrative Agent of a written Swing Line
      Loan Notice, appropriately completed and signed by a Responsible Officer (other
      than any attorney-in-fact) of the Administrative Borrower. Promptly after
      receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice,
      the
      Swing Line Lender will confirm with the Administrative Agent (by telephone
      or in
      writing) that the Administrative Agent has also received such Swing Line Loan
      Notice and, if not, the Swing Line Lender will notify the Administrative Agent
      (by telephone or in writing) of the contents thereof. Unless the Swing Line
      Lender has received notice (by telephone or in writing) from the Administrative
      Agent (including at the request of any Revolving Credit Lender) prior to 2:00
      p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing
      Line Lender not to make such Swing Line Loan as a result of the limitations
      set
      forth in the proviso to the first sentence of Section
      2.04(a),
      or (B)
      that one or more of the applicable conditions specified in Article
      IV
      is not
      then satisfied, then, subject to the terms and conditions hereof, the Swing
      Line
      Lender will, not later than 3:00 p.m. on the borrowing date specified in such
      Swing Line Loan Notice, make the amount of its Swing Line Loan available to
      the
      Borrowers at its office by crediting the account of the Borrowers on the books
      of the Swing Line Lender in same day funds.

     

    (c)  Refinancing
      of Swing Line Loans.
      (i)  Each
      Borrower promises to pay each outstanding Swing Line Loan made to it on or
      prior
      to the tenth (10th) Business Day after the drawdown date for such Swing Line
      Loan and shall, on the last day of the Availability Period, repay in full the
      outstanding principal balance of all Swing Line Loans outstanding. In addition,
      the Swing Line Lender at any time in its sole and absolute discretion may
      request, on behalf of the Borrowers (which hereby irrevocably authorizes the
      Swing Line Lender to so request on its behalf), that each Revolving Credit
      Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable
      Revolving Credit Percentage of the amount of Swing Line Loans then outstanding.
      Such request shall be made in writing (which written request shall be deemed
      to
      be a Committed Loan Notice for purposes hereof) and in accordance with the
      requirements of Section
      2.02,
      without
      regard to the minimum and multiples specified therein for the principal amount
      of Base Rate Loans, but subject to the unutilized portion of the Revolving
      Credit Facility and the conditions set forth in Section
      4.02.
      The
      Swing Line Lender shall furnish the Administrative Borrower with a copy of
      the
      applicable Committed Loan Notice promptly after delivering such notice to the
      Administrative Agent. Each Revolving Credit Lender shall make an amount equal
      to
      its Applicable Revolving Credit Percentage of the amount specified in such
      Committed Loan Notice available to the Administrative Agent in immediately
      available funds for the account of the Swing Line Lender at the Administrative
      Agent’s Office not later than 1:00 p.m. on the day specified in such Committed
      Loan Notice, whereupon, subject to Section
      2.04(c)(ii),
      each
      Revolving Credit Lender that so makes funds available shall be deemed to have
      made a Base Rate Loan to the Borrowers in such amount. The Administrative Agent
      shall remit the funds so received to the Swing Line Lender.

     

    
      
        
        

      

      
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    (ii)  If
      for
      any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit
      Borrowing in accordance with Section
      2.04(c)(i),
      the
      request for Base Rate Loans submitted by the Swing Line Lender as set forth
      herein shall be deemed to be a request by the Swing Line Lender that each of
      the
      Revolving Credit Lenders fund its risk participation in the relevant Swing
      Line
      Loan and each Revolving Credit Lender’s payment to the Administrative Agent for
      the account of the Swing Line Lender pursuant to Section
      2.04(c)(i)
      shall be
      deemed payment in respect of such participation.

     

    (iii)  If
      any
      Revolving Credit Lender fails to make available to the Administrative Agent
      for
      the account of the Swing Line Lender any amount required to be paid by such
      Lender pursuant to the foregoing provisions of this Section
      2.04(c)
      by the
      time specified in Section
      2.04(c)(i),
      the
      Swing Line Lender shall be entitled to recover from such Lender (acting through
      the Administrative Agent), on demand, such amount with interest thereon for
      the
      period from the date such payment is required to the date on which such payment
      is immediately available to the Swing Line Lender at a rate per annum equal
      to
      the greater of the Federal Funds Rate and a rate determined by the Swing Line
      Lender in accordance with banking industry rules on interbank compensation,
      plus
      any administrative, processing or similar fees customarily charged by the Swing
      Line Lender in connection with the foregoing. If such Lender pays such amount
      (with interest and fees as aforesaid), the amount so paid shall constitute
      such
      Lender’s Committed Loan included in the relevant Committed Borrowing or funded
      participation in the relevant Swing Line Loan, as the case may be. A certificate
      of the Swing Line Lender submitted to any Lender (through the Administrative
      Agent) with respect to any amounts owing under this clause
      (iii)
      shall be
      conclusive absent manifest error.

     

    (iv)  Each
      Revolving Credit Lender’s obligation to make Revolving Credit Loans or to
      purchase and fund risk participations in Swing Line Loans pursuant to this
      Section 2.04(c)
      shall be
      absolute and unconditional and shall not be affected by any circumstance,
      including (A) any setoff, counterclaim, recoupment, defense or other right
      which
      such Lender may have against the Swing Line Lender, the Borrowers or any other
      Person for any reason whatsoever, (B) the occurrence or continuance of a
      Default, or (C) any other occurrence, event or condition, whether or not similar
      to any of the foregoing; provided,
      however,
      that
      each Revolving Credit Lender’s obligation to make Revolving Credit Loans
      pursuant to this Section 2.04(c)
      is
      subject to the conditions set forth in Section
      4.02.
      No such
      funding of risk participations shall relieve or otherwise impair the obligation
      of the Borrowers to repay Swing Line Loans, together with interest as provided
      herein.

     

    (d)  Repayment
      of Participations.
      (i)  At
      any time after any Revolving Credit Lender has purchased and funded a risk
      participation in a Swing Line Loan, if the Swing Line Lender receives any
      payment on account of such Swing Line Loan, the Swing Line Lender will
      distribute to such Revolving Credit Lender its Applicable Revolving Credit
      Percentage thereof in the same funds as those received by the Swing Line
      Lender.

     

    
      
        
        

      

      
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    (ii)  If
      any
      payment received by the Swing Line Lender in respect of principal or interest
      on
      any Swing Line Loan is required to be returned by the Swing Line Lender under
      any of the circumstances described in Section
      11.05
      (including pursuant to any settlement entered into by the Swing Line Lender
      in
      its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender
      its Applicable Revolving Credit Percentage thereof on demand of the
      Administrative Agent, plus
      interest
      thereon from the date of such demand to the date such amount is returned, at
      a
      rate per annum equal to the Federal Funds Rate. The Administrative Agent will
      make such demand upon the request of the Swing Line Lender. The obligations
      of
      the Lenders under this clause shall survive the payment in full of the
      Obligations and the termination of this Agreement.

     

    (e)  Interest
      for Account of Swing Line Lender.
      The
      Swing Line Lender shall be responsible for invoicing the Administrative Borrower
      for interest on the Swing Line Loans. Until each Revolving Credit Lender funds
      its Base Rate Loan or risk participation pursuant to this Section 2.04
      to
      refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage
      of any Swing Line Loan, interest in respect of such Applicable Revolving Credit
      Percentage shall be solely for the account of the Swing Line
      Lender.

     

    (f)  Payments
      Directly to Swing Line Lender.
      The
      Borrowers shall make all payments of principal and interest in respect of the
      Swing Line Loans directly to the Swing Line Lender.

     

    2.05.  Prepayments.
      (a)  Optional.
      (i)  The
      Borrowers may, upon notice to the Administrative Agent, at any time or from
      time
      to time voluntarily prepay the Term Loan and the Revolving Credit Loans in
      whole
      or in part without premium or penalty; provided
      that (A)
      such notice must be received by the Administrative Agent not later than 11:00
      a.m. (1) three Business Days prior to any date of prepayment of Eurodollar
      Rate
      Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment
      of Eurodollar Rate Loans shall be in a principal amount of $2,500,000 or a
      whole
      multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate
      Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
      in excess thereof or, in each case, if less, the entire principal amount thereof
      then outstanding. Each such notice shall specify the date and amount of such
      prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans
      are to be prepaid, the Interest Period(s) of such Loans. The Administrative
      Agent will promptly notify each Lender of its receipt of each such notice,
      and
      of the amount of such Lender’s ratable portion of such prepayment (based on such
      Lender’s Applicable Percentage in respect of the relevant Facility). If such
      notice is given by the Administrative Borrower, the Borrowers shall make such
      prepayment and the payment amount specified in such notice shall be due and
      payable on the date specified therein. Any prepayment of a Eurodollar Rate
      Loan
      shall be accompanied by all accrued interest on the amount prepaid, together
      with any additional amounts required pursuant to Section
      3.05.
      Each
      prepayment of the outstanding Term Loan pursuant to this Section
      2.05(a)
      shall be
      applied to the principal repayment installments thereof in inverse order of
      maturity, and each such prepayment shall be paid to the Lenders in accordance
      with their respective Applicable Percentages in respect of each of the relevant
      Facilities.

     

    (ii)  The
      Borrowers may, upon notice by the Administrative Borrower to the Swing Line
      Lender (with a copy to the Administrative Agent), at any time or from time
      to
      time, voluntarily prepay Swing Line Loans in whole or in part without premium
      or
      penalty; provided
      that (A)
      such notice must be received by the Swing Line Lender and the Administrative
      Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such
      prepayment shall be in a minimum principal amount of $500,000. Each such notice
      shall specify the date and amount of such prepayment. If such notice is given
      by
      the Administrative Borrower, the Borrowers shall make such prepayment and the
      payment amount specified in such notice shall be due and payable on the date
      specified therein.

    
      
        
        

      

      
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    (b)  Mandatory.
      (i)  If
      any Borrower Disposes of a Vessel (other than the Maya Princess) which result
      in
      the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay
      an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds
      immediately upon receipt thereof by such Person (such prepayments to be applied
      as set forth in clause
      (iv)
      below);
provided
      that if
      the Disposition of any such Vessel would cause the Total Outstandings to exceed
      Maximum Available Amount, the Borrowers, prior to such Disposition, shall prepay
      the Loans and the other Credit Extensions or pledge additional Vessels, in
      each
      case, to eliminate such expected deficiency (with such prepayment of the Loans
      and other Credit Extensions or such pledge of additional Vessels to be made
      in
      accordance with Section
      2.05(b)(iii)
      below).

     

    (ii)  If
      an
      Event of Loss shall occur in relation to a Vessel, the Borrowers shall prepay
      the aggregate principal amount of the Loans and other Credit Extensions on
      the
      date of receipt of insurance proceeds or other compensation attributable thereto
      in an amount equal to 100% of such proceeds or other compensation (such
      prepayments to be applied as set forth in clause
      (iv));
      provided,
      however,
      if the
      insurance proceeds or other compensation attributable to such Event of Loss
      shall not have been received by the Administrative Agent within 180 days
      following the date on which such Event of Loss shall be deemed to have occurred,
      the Borrowers shall prepay the aggregate principal amount of the Loans on such
      180th
      day by
      an amount equal to the amount of insurance against total loss required to be
      maintained in respect of such Vessel pursuant to the Preferred Vessel Mortgage
      thereon.

     

    (iii)  If
      for
      any reason the Total Outstandings shall exceed Maximum Available Amount, the
      Borrowers shall immediately prepay the Loans and other Credit Extensions in
      an
      aggregate amount equal to such excess (such prepayments to be applied as set
      forth in clause
      (iv));
      provided
      that,
      the Borrowers shall not be required to make such prepayment of the Loans and
      other Credit Extensions so long as (A) no Default or Event of Default shall
      have
      occurred or then be continuing and (B) within 10 days of any such event (or,
      in
      the case of any Disposition of a Vessel, prior to any such Disposition), (x)
      the
      Borrowers pledge additional Vessels having an appraised Fair Market Value
      sufficient to eliminate such deficiency or (y) the Borrowers cause another
      Subsidiary of Holdings (which may be an Excluded Subsidiary) to join this
      agreement in accordance with Section
      2.14
      and such
      Person pledges additional Vessels having an appraised Fair Market Value
      sufficient to eliminate such deficiency, in each case, such pledge to be in
      a
      manner and pursuant to documentation satisfactory in all respects to the
      Administrative Agent, and to include a Valuation of such additional Vessels
      and
      documentation and information of the type described in Section
      4.01(a)(iv),
      legal
      opinions in favor of the Administrative Agent and the Lenders as to matters
      such
      Persons may reasonably request, certificates of Responsible Officer’s of the
      applicable Loan Parties and an updated Borrowing Base Certificate reflecting
      the
      inclusion of such additional Vessels.

     

    (iv)  Each
      prepayment of Loans pursuant to the foregoing clauses
      (i),
      (ii)
      and
(iii)
      of this
Section
      2.05(b)
      shall be
      applied, first,
      to the
      Revolving Credit Facility in the manner set forth in clause
      (v)
      of this
Section
      2.05(b)
      (other
      than to Cash Collateralize the remaining L/C Obligations), second,
      to the
      Term Facility to the principal repayment installments thereof on a pro rata
      basis and, third,
      to the
      Revolving Credit Facility in the manner set forth in clause
      (v), third
      of this
Section
      2.05(b)
      to Cash
      Collateralize the remaining L/C Obligations.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

    (v)  Prepayments
      of the Revolving Credit Facility made pursuant to this Section
      2.05(b),
      shall
      be made without permanently reducing the Revolving Credit Facility and shall
      be
      applied first,
      ratably
      to the L/C Borrowings and the Swing Line Loans, and second,
      to the
      outstanding Revolving Credit Loans, and, third,
      to Cash
      Collateralize the remaining L/C Obligations. Upon the drawing of any Letter
      of
      Credit that has been Cash Collateralized, the funds held as Cash Collateral
      shall be applied (without any further action by or notice to or from the
      Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving
      Credit Lenders, as applicable.

     

    2.06.  Termination
      or Reduction of Commitments.
      (a)  Optional.
      The
      Borrowers may, upon notice to the Administrative Agent from the Administrative
      Borrower, terminate the Revolving Credit Facility, the Letter of Credit Sublimit
      or the Swing Line Sublimit, or from time to time permanently reduce the
      Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line
      Sublimit; provided
      that (i)
      any such notice shall be received by the Administrative Agent not later than
      11:00 a.m. five Business Days prior to the date of termination or reduction,
      (ii) any such partial reduction shall be in an aggregate amount of $5,000,000
      or
      any whole multiple of $500,000 in excess thereof and (iii) the Borrowers shall
      not terminate or reduce (A) the Revolving Credit Facility if, after giving
      effect thereto and to any concurrent prepayments hereunder, the Total Revolving
      Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter
      of Credit Sublimit if, after giving effect thereto, the Outstanding Amount
      of
      L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter
      of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect
      thereto and to any concurrent prepayments hereunder, the Outstanding Amount
      of
      Swing Line Loans would exceed the Swing Line Sublimit. 

     

    (b)  Mandatory.
      The
      aggregate Term Commitments shall be automatically and permanently reduced to
      zero on the date of the Term Borrowing.

     

    (c)  Application
      of Commitment Reductions; Payment of Fees.
      The
      Administrative Agent will promptly notify the Lenders of any termination or
      reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving
      Credit Commitment under this Section
      2.06.
      Upon
      any reduction of the Revolving Credit Commitments, the Revolving Credit
      Commitment of each Revolving Credit Lender shall be reduced by such Lender’s
      Applicable Revolving Credit Percentage of such reduction amount. All fees in
      respect of the Revolving Credit Facility accrued until the effective date of
      any
      termination of the Revolving Credit Facility shall be paid on the effective
      date
      of such termination.

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

    2.07.  Repayment
      of Loans.
      (a) Term
      Loans.
      The
      Borrowers shall repay to the Term Lenders the aggregate principal amount of
      all
      Term Loans outstanding on the following dates in the respective amounts set
      forth opposite such dates (which amounts shall be reduced as a result of the
      application of prepayments of the Term Loans in accordance with the order of
      priority set forth in Section
      2.06):

     

    
      	
              Date

            	 	
              Amount

            	 
	
              September
                30, 2006

            	 	
              $

            	
              4,687,500.00

            	 
	
              December
                31, 2006

            	 	
              $

            	
              4,687,500.00

            	 
	
              March
                31, 2007

            	 	
              $

            	
              4,687,500.00

            	 
	
              June
                30, 2007

            	 	
              $

            	
              4,687,500.00

            	 
	
              September
                30, 2007

            	 	
              $

            	
              4,687,500.00

            	 
	
              December
                31, 2007

            	 	
              $

            	
              4,687,500.00

            	 
	
              March
                31, 2008

            	 	
              $

            	
              4,687,500.00

            	 
	
              June
                30, 2008

            	 	
              $

            	
              4,687,500.00

            	 
	
              September
                30, 2008

            	 	
              $

            	
              4,687,500.00

            	 
	
              December
                31, 2008

            	 	
              $

            	
              4,687,500.00

            	 
	
              March
                31, 2009

            	 	
              $

            	
              4,687,500.00

            	 
	
              June
                30, 2009

            	 	
              $

            	
              4,687,500.00

            	 
	
              September
                30, 2009

            	 	
              $

            	
              4,687,500.00

            	 
	
              December
                31, 2009

            	 	
              $

            	
              4,687,500.00

            	 
	
              March
                31, 2010

            	 	
              $

            	
              4,687,500.00

            	 
	
              June
                30, 2010

            	 	
              $

            	
              4,687,500.00

            	 


    

    


    provided,
      however,
      that
      the aggregate principal amount of all Term Loans outstanding on the Maturity
      Date shall be due on such date. 

     

    (a)  Revolving
      Credit Loans.
      The
      Borrowers shall repay to the Revolving Credit Lenders on the Maturity Date
      for
      the Revolving Credit Facility the aggregate principal amount of all Revolving
      Credit Loans outstanding on such date.

     

    (b)  Swing
      Line Loans.
      The
      Borrowers shall repay each Swing Line Loan on the earlier to occur of (i) the
      date ten Business Days after such Loan is made and (ii) the Maturity Date for
      the Revolving Credit Facility.

    
      
        
        

      

      
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    2.08.  Interest.
      (a)
      Subject
      to the provisions of Section
      2.08(b),
      (i)
      each Eurodollar Rate Loan under a Facility shall bear interest on the
      outstanding principal amount thereof for each Interest Period at a rate per
      annum equal to the Eurodollar Rate for such Interest Period plus
      the
      Applicable Rate for such Facility; (ii) each Base Rate Loan under a Facility
      shall bear interest on the outstanding principal amount thereof from the
      applicable borrowing date at a rate per annum equal to the Base Rate
plus
      the
      Applicable Rate for such Facility; and (iii) each Swing Line Loan shall bear
      interest on the outstanding principal amount thereof from the applicable
      borrowing date at a rate per annum equal to the Base Rate plus
      the
      Applicable Rate for the Revolving Credit Facility.

     

    (b)  (i)If
      any
      amount of principal of any Loan is not paid when due (without regard to any
      applicable grace periods), whether at stated maturity, by acceleration or
      otherwise, such amount shall thereafter bear interest at a fluctuating interest
      rate per annum at all times equal to the Default Rate to the fullest extent
      permitted by applicable Laws.

     

    (ii)  If
      any
      amount (other than principal of any Loan) payable by the Borrowers under any
      Loan Document is not paid when due (without regard to any applicable grace
      periods), whether at stated maturity, by acceleration or otherwise, then upon
      the request of the Required Lenders such amount shall thereafter bear interest
      at a fluctuating interest rate per annum at all times equal to the Default
      Rate
      to the fullest extent permitted by applicable Laws.

     

    (iii)  Upon
      the
      request of the Required Lenders, while any Event of Default exists, the
      Borrowers shall pay interest on the principal amount of all outstanding
      Obligations hereunder at a fluctuating interest rate per annum at all times
      equal to the Default Rate to the fullest extent permitted by applicable
      Laws.

     

    (iv)  Accrued
      and unpaid interest on past due amounts (including interest on past due
      interest) shall be due and payable upon demand.

     

    (c)  Interest
      on each Loan shall be due and payable in arrears on each Interest Payment Date
      applicable thereto and at such other times as may be specified herein. Interest
      hereunder shall be due and payable in accordance with the terms hereof before
      and after judgment, and before and after the commencement of any proceeding
      under any Debtor Relief Law.

     

    
      
        
        

      

      
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    2.09.  Fees.
      In
      addition to certain fees described in Sections
      2.03(i) and (j):

     

    (a)  Commitment
      Fee.
      The
      Borrowers shall pay to the Administrative Agent for the account of each
      Revolving Credit Lender in accordance with its Applicable Revolving Credit
      Percentage, a commitment fee equal to the Applicable Rate times
      the
      actual daily amount by which the Revolving Credit Facility exceeds the sum
      of
      (i) the Outstanding Amount of Revolving Credit Loans (but excluding any Swing
      Loan Loans therefrom) and (ii) the Outstanding Amount of L/C Obligations. The
      commitment fee shall accrue at all times during the Availability Period,
      including at any time during which one or more of the conditions in Article
      IV
      is not
      met, and shall be due and payable quarterly in arrears on the last Business
      Day
      of each March, June, September and December, commencing with the first such
      date
      to occur after the Closing Date, and, in the case of the commitment fee with
      respect to the Revolving Credit Facility, on the last day of the Availability
      Period for the Revolving Credit Facility. The commitment fee shall be calculated
      quarterly in arrears, and if there is any change in the Applicable Rate during
      any quarter, the actual daily amount shall be computed and multiplied by the
      Applicable Rate separately for each period during such quarter that such
      Applicable Rate was in effect.

     

    (b)  Other
      Fees.
      (i)
      The
      Borrowers shall pay to the Arranger and the Administrative Agent for their
      own
      respective accounts fees in the amounts and at the times specified in the Fee
      Letter. Such fees shall be fully earned when paid and shall not be refundable
      for any reason whatsoever.

     

    (ii)  The
      Borrowers shall pay to the Lenders such fees as shall have been separately
      agreed upon in writing in the amounts and at the times so specified. Such fees
      shall be fully earned when paid and shall not be refundable for any reason
      whatsoever.

     

    2.10.  Computation
      of Interest and Fees.
      All
      computations of interest for Base Rate Loans when the Base Rate is determined
      by
      Bank of America’s “prime rate” shall be made on the basis of a year of 365 or
      366 days, as the case may be, and actual days elapsed. All other computations
      of
      fees and interest shall be made on the basis of a 360-day year and actual days
      elapsed (which results in more fees or interest, as applicable, being paid
      than
      if computed on the basis of a 365-day year). Interest shall accrue on each
      Loan
      for the day on which the Loan is made, and shall not accrue on a Loan, or any
      portion thereof, for the day on which the Loan or such portion is paid,
provided
      that any
      Loan that is repaid on the same day on which it is made shall, subject to
Section
      2.12(a),
      bear
      interest for one day. Each determination by the Administrative Agent of an
      interest rate or fee hereunder shall be conclusive and binding for all purposes,
      absent manifest error.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

    2.11.  Evidence
      of Debt.
      (a)  The
      Credit Extensions made by each Lender shall be evidenced by one or more accounts
      or records maintained by such Lender and by the Administrative Agent in the
      ordinary course of business. The accounts or records maintained by the
      Administrative Agent and each Lender shall be conclusive absent manifest error
      of the amount of the Credit Extensions made by the Lenders to the Borrowers
      and
      the interest and payments thereon. Any failure to so record or any error in
      doing so shall not, however, limit or otherwise affect the obligation of the
      Borrowers hereunder to pay any amount owing with respect to the Obligations.
      In
      the event of any conflict between the accounts and records maintained by any
      Lender and the accounts and records of the Administrative Agent in respect
      of
      such matters, the accounts and records of the Administrative Agent shall control
      in the absence of manifest error. Upon the request of any Lender made through
      the Administrative Agent, the Borrowers shall execute and deliver to such Lender
      (through the Administrative Agent) a Note, which shall evidence such Lender’s
      Loans in addition to such accounts or records. Each Lender may attach schedules
      to its Note and endorse thereon the date, Type (if applicable), amount and
      maturity of its Loans and payments with respect thereto.

     

    (b)  In
      addition to the accounts and records referred to in Section
      2.11(a),
      each
      Lender and the Administrative Agent shall maintain in accordance with its usual
      practice accounts or records evidencing the purchases and sales by such Lender
      of participations in Letters of Credit and Swing Line Loans. In the event of
      any
      conflict between the accounts and records maintained by the Administrative
      Agent
      and the accounts and records of any Lender in respect of such matters, the
      accounts and records of the Administrative Agent shall control in the absence
      of
      manifest error.

     

    2.12.  Payments
      Generally; Administrative Agent’s Clawback. (a)  General.
      All
      payments to be made by the Borrowers shall be made without condition or
      deduction for any counterclaim, defense, recoupment or setoff. Except as
      otherwise expressly provided herein, all payments by the Borrowers hereunder
      shall be made to the Administrative Agent, for the account of the respective
      Lenders to which such payment is owed, at the Administrative Agent’s Office in
      Dollars and in immediately available funds not later than 2:00 p.m. on the
      date
      specified herein. The Administrative Agent will promptly distribute to each
      Lender its Applicable Percentage in respect of the relevant Facility (or other
      applicable share as provided herein) of such payment in like funds as received
      by wire transfer to such Lender’s Lending Office. All payments received by the
      Administrative Agent after 2:00 p.m. shall be deemed received on the next
      succeeding Business Day and any applicable interest or fee shall continue to
      accrue. If any payment to be made by the Borrowers shall come due on a day
      other
      than a Business Day, payment shall be made on the next following Business Day,
      and such extension of time shall be reflected on computing interest or fees,
      as
      the case may be.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

    (b)  (i)  Funding
      by Lenders; Presumption by Administrative Agent.
      Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of
      any
      Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing)
      that such Lender will not make available to the Administrative Agent such
      Lender’s share of such Borrowing, the Administrative Agent may assume that such
      Lender has made such share available on such date in accordance with
Section
      2.02
      (or, in
      the case of a Borrowing of Base Rate Loans, that such Lender has made such
      share
      available in accordance with and at the time required by Section
      2.02)
      and
      may, in reliance upon such assumption, make available to the Borrowers a
      corresponding amount. In such event, if a Lender has not in fact made its share
      of the applicable Borrowing available to the Administrative Agent, then the
      applicable Lender and the Borrowers severally agree to pay to the Administrative
      Agent forthwith on demand such corresponding amount in immediately available
      funds with interest thereon, for each day from and including the date such
      amount is made available to the Borrowers to but excluding the date of payment
      to the Administrative Agent, at (A) in the case of a payment to be made by
      such
      Lender, the greater of the Federal Funds Rate and a rate determined by the
      Administrative Agent in accordance with banking industry rules on interbank
      compensation, plus any administrative, processing or similar fees customarily
      charged by the Administrative Agent in connection with the foregoing, and (B)
      in
      the case of a payment to be made by the Borrowers, the interest rate applicable
      to Base Rate Loans. If the Borrowers and such Lender shall pay such interest
      to
      the Administrative Agent for the same or an overlapping period, the
      Administrative Agent shall promptly remit to the Borrowers the amount of such
      interest paid by the Borrowers for such period. If such Lender pays its share
      of
      the applicable Borrowing to the Administrative Agent, then the amount so paid
      shall constitute such Lender’s Loan included in such Borrowing. Any payment by
      the Borrowers shall be without prejudice to any claim the Borrowers may have
      against a Lender that shall have failed to make such payment to the
      Administrative Agent.

     

    (ii)  Payments
      by Borrowers; Presumptions by Administrative Agent.
      Unless
      the Administrative Agent shall have received notice from the Administrative
      Borrower prior to the time at which any payment is due to the Administrative
      Agent for the account of the Lenders or the L/C Issuer hereunder that the
      Borrowers will not make such payment, the Administrative Agent may assume that
      the Borrowers have made such payment on such date in accordance herewith and
      may, in reliance upon such assumption, distribute to the Appropriate Lenders
      or
      the L/C Issuer, as the case may be, the amount due. In such event, if the
      Borrowers have not in fact made such payment, then each of the Appropriate
      Lenders or the L/C Issuer, as the case may be, severally agrees to repay to
      the
      Administrative Agent forthwith on demand the amount so distributed to such
      Lender or the L/C Issuer, in immediately available funds with interest thereon,
      for each day from and including the date such amount is distributed to it to
      but
      excluding the date of payment to the Administrative Agent, at the greater of
      the
      Federal Funds Rate and a rate determined by the Administrative Agent in
      accordance with banking industry rules on interbank compensation.

     

    A
      notice
      of the Administrative Agent to any Lender or the Borrowers with respect to
      any
      amount owing under this subsection
      (b)
      shall be
      conclusive, absent manifest error.

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

    (c)  Failure
      to Satisfy Conditions Precedent.
      If any
      Lender makes available to the Administrative Agent funds for any Loan to be
      made
      by such Lender as provided in the foregoing provisions of this Article
      II,
      and
      such funds are not made available to the Borrowers by the Administrative Agent
      because the conditions to the applicable Credit Extension set forth in
Article
      IV
      are not
      satisfied or waived in accordance with the terms hereof, the Administrative
      Agent shall return such funds (in like funds as received from such Lender)
      to
      such Lender, without interest.

     

    (d)  Obligations
      of Lenders Several.
      The
      obligations of the Lenders hereunder to make Term Loans and Revolving Credit
      Loans, to fund participations in Letters of Credit and Swing Line Loans and
      to
      make payments pursuant to Section
      11.04(c)
      are
      several and not joint. The failure of any Lender to make any Loan, to fund
      any
      such participation or to make any payment under Section
      11.04(c)
      on any
      date required hereunder shall not relieve any other Lender of its corresponding
      obligation to do so on such date, and no Lender shall be responsible for the
      failure of any other Lender to so make its Loan, to purchase its participation
      or to make its payment under Section
      11.04(c).

     

    (e)  Funding
      Source.
      Nothing
      herein shall be deemed to obligate any Lender to obtain the funds for any Loan
      in any particular place or manner or to constitute a representation by any
      Lender that it has obtained or will obtain the funds for any Loan in any
      particular place or manner.

     

    (f)  Insufficient
      Funds.
      If at
      any time insufficient funds are received by and available to the Administrative
      Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees
      then due hereunder, such funds shall be applied (i) first,
      toward
      payment of interest and fees then due hereunder, ratably among the parties
      entitled thereto in accordance with the amounts of interest and fees then due
      to
      such parties, and (ii) second,
      toward
      payment of principal and L/C Borrowings then due hereunder, ratably among the
      parties entitled thereto in accordance with the amounts of principal and L/C
      Borrowings then due to such parties.

     

    2.13.  Sharing
      of Payments by Lenders. If
      any
      Lender shall, by exercising any right of setoff or counterclaim or otherwise,
      obtain payment in respect of (a) Obligations in respect of any the Facilities
      due and payable to such Lender hereunder and under the other Loan Documents
      at
      such time in excess of its ratable share (according to the proportion of (i)
      the
      amount of such Obligations due and payable to such Lender at such time to (ii)
      the aggregate amount of the Obligations in respect of the Facilities due and
      payable to all Lenders hereunder and under the other Loan Documents at such
      time) of payments on account of the Obligations in respect of the Facilities
      due
      and payable to all Lenders hereunder and under the other Loan Documents at
      such
      time obtained by all the Lenders at such time or (b) Obligations in respect
      of
      any of the Facilities owing (but not due and payable) to such Lender hereunder
      and under the other Loan Documents at such time in excess of its ratable share
      (according to the proportion of (i) the amount of such Obligations owing (but
      not due and payable) to such Lender at such time to (ii) the aggregate amount
      of
      the Obligations in respect of the Facilities owing (but not due and payable)
      to
      all Lenders hereunder and under the other Loan Documents at such time) of
      payment on account of the Obligations in respect of the Facilities owing (but
      not due and payable) to all Lenders hereunder and under the other Loan Documents
      at such time obtained by all of the Lenders at such time then the Lender
      receiving such greater proportion shall (a) notify the Administrative Agent
      of
      such fact, and (b) purchase (for cash at face value) participations in the
      Loans
      and subparticipations in L/C Obligations and Swing Line Loans of the other
      Lenders, or make such other adjustments as shall be equitable, so that the
      benefit of all such payments shall be shared by the Lenders ratably in
      accordance with the aggregate amount of Obligations in respect of the Facilities
      then due and payable to the Lenders or owing (but not due and payable) to the
      Lenders, as the case may be, provided that:

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

    (i)  if
      any
      such participations or subparticipations are purchased and all or any portion
      of
      the payment giving rise thereto is recovered, such participations or
      subparticipations shall be rescinded and the purchase price restored to the
      extent of such recovery, without interest; and

     

    (ii)  the
      provisions of this Section shall not be construed to apply to (A) any payment
      made by the Borrowers pursuant to and in accordance with the express terms
      of
      this Agreement or (B) any payment obtained by a Lender as consideration for
      the
      assignment of or sale of a participation in any of its Loans or
      subparticipations in L/C Obligations or Swing Line Loans to any assignee or
      participant, other than to the Borrowers or any Subsidiary thereof (as to which
      the provisions of this Section shall apply).

     

    Each
      Loan
      Party consents to the foregoing and agrees, to the extent it may effectively
      do
      so under applicable law, that any Lender acquiring a participation pursuant
      to
      the foregoing arrangements may exercise against such Loan Party rights of setoff
      and counterclaim with respect to such participation as fully as if such Lender
      were a direct creditor of such Loan Party in the amount of such
      participation.

     

    2.14.  Additional
      Borrowers. Upon
      the
      Borrowers’ election to request that another Subsidiary of Holdings to become a
      Borrower hereunder (whether pursuant to Section
      2.05(b)(iii)
      or
      otherwise), then the Administrative Borrower shall, upon not less than 10
      Business Days’ notice from the Administrative Borrower to the Administrative
      Agent (or such shorter period as may be agreed by the Administrative Agent
      in
      its
      sole discretion),
      designate any Subsidiary of Holdings (an “Applicant
      Borrower”)
      as a
      Borrower to receive Loans and Letters of Credit hereunder by delivering to
      the
      Administrative Agent (which shall promptly deliver copies thereof to each
      Lender) a duly executed notice, which shall specify, among other things, the
      notice address of such Applicant Borrower and information of the type described
      in Section
      11.17
      with
      respect to the Applicant Borrower; provided
      that (i)
      such Applicant Borrower shall be organized under the laws of the United States
      (or any political subdivision thereof), the Republic of the Marshall Islands
      or
      another jurisdiction acceptable to the Administrative Agent and the Lenders
      and
      (ii) such Applicant Borrower (and any Vessels owned by such Applicant Borrower)
      shall be subject to the approval of the Administrative Agent in its sole
      discretion. The parties hereto acknowledge and agree that prior to any Applicant
      Borrower becoming entitled to utilize the credit facilities as a Borrower as
      provided for herein the Administrative Agent shall have:

     

    
      
        
        

      

      
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    (i)  received
      a duly executed and delivered an assumption agreement, in form and substance
      satisfactory to the Administrative Agent, documentation of the type described
      in
Sections
      4.01(a)(viii)
      and
(ix)
      and a
      description of the real and personal properties of such Subsidiary (including
      any vessels owned by such Subsidiary), in detail satisfactory to the
      Administrative Agent,

     

    (ii)  received
      the applicable Collateral Documents and other security and pledge agreements,
      as
      specified by and in form and substance satisfactory to the Administrative Agent
      (including (A) delivery of all Securities Collateral in and of such Subsidiary,
      and other instruments of the type specified in Section
      4.01(a)(iii)
      and (B)
      in the case of a Vessel, a Valuation of such Vessel and documentation and
      information of the type described in Section
      4.01(a)(iv)),
      securing payment of all the Obligations of such Subsidiary or such parent,
      as
      the case may be, under the Loan Documents and constituting Liens on all such
      real and personal properties and taken whatever action (including the recording
      of Preferred Vessel Mortgages, the filing of Uniform Commercial Code financing
      statements (or the equivalent in any foreign jurisdiction), the giving of
      notices and the endorsement of notices on title documents) may be necessary
      or
      advisable in the opinion of the Administrative Agent to vest in the
      Administrative Agent (or in any representative of the Administrative Agent
      designated by it) valid and subsisting Liens on the properties purported to
      be
      subject to the Collateral Documents and security and pledge agreements delivered
      pursuant to this Section 2.14,
      enforceable against all third parties in accordance with their
      terms,

     

    (iii)  received
      a signed copy of a favorable opinion, addressed to the Administrative Agent
      and
      the other Secured Parties, of counsel for the Loan Parties acceptable to the
      Administrative Agent as to the matters contained in clauses (i)
      and
(ii)
      above,
      and as to such other matters as the Administrative Agent may reasonably request,
      and

     

    (iv)  received
      an updated Borrowing Base Certificate in accordance with Section
      6.02(l)
      reflecting the inclusion of additional Vessels and such other documents,
      instruments and information (including, without limitation, information of
      the
      type described in Section
      4.01
      with
      respect to the Applicant Borrower) as the Administrative Agent may
      request.

     

    Upon
      the
      satisfaction of the conditions specified herein and upon the approval of the
      Administrative Agent as set forth above, an Applicant Borrower shall be entitled
      to receive Loans and Letters of Credit as a Borrower hereunder, and the
      Administrative Agent shall send a written notice to Administrative Borrower
      and
      the Lenders specifying the effective date upon which the Applicant Borrower
      shall constitute a Borrower for purposes hereof, whereupon each of the Lenders
      agrees to permit such Applicant Borrower to receive Loans and Letters of Credit
      hereunder, on the terms and conditions set forth herein, and each of the parties
      agrees that such Borrower otherwise shall be a Borrower for all purposes of
      this
      Agreement; provided that no Loan notices or Applications may be submitted by
      or
      on behalf of such Borrower until the date five Business Days after such
      effective date

     

    
      
        
        

      

      
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    2.15.  Joint
      and Several Liability of the Borrowers. The
      Obligations of the Borrowers shall be joint and several in nature. Each
      Borrower hereby irrevocably and unconditionally agrees that it is jointly and
      severally liable for all of the liabilities, obligations, covenants and
      agreements of the Borrowers hereunder and under the other Loan Documents,
      whether now or hereafter existing or due or to become due. The obligations
      of
      the Borrowers under the Loan Documents may be enforced by the Administrative
      Agent and the Lenders against any Borrower or all Borrowers in any manner or
      order selected by the Administrative Agent or the Required Lenders in their
      sole
      discretion. Each Borrower hereby irrevocably waives (i) any rights of
      subrogation and (ii) any rights of contribution, indemnity or reimbursement,
      in
      each case, that it may acquire or that may arise against any other Borrower
      due
      to any payment or performance made under this Agreement, in each case until
      all
      Obligations shall have been fully satisfied. Without limiting the foregoing
      provisions of this Section
      2.15,
      each.
      Borrower
      acknowledges and agrees that:

     

    (a)  its
      obligations under this Agreement shall remain enforceable against it even though
      such obligations may be unenforceable or not allowable against any other
      Borrower due to the existence of an insolvency proceeding involving any other
      Borrower or otherwise;

     

    (b)  its
      obligations under this Agreement are independent of the obligations of any
      other
      Borrower, and a separate action or actions may be brought and prosecuted against
      it in respect of such obligations irrespective of whether any action is brought
      against any other Borrower or any other Borrower is joined in any such action
      or
      actions;

     

    (c)  it
      hereby
      irrevocably waives any defenses it may now have or hereafter acquire in any
      way
      relating to, any or all of the following:

     

    (i)  any
      lack
      of validity or enforceability of this Agreement or any agreement or instrument
      relating thereto in respect of any other Borrower;

     

    
      
        
        

      

      
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    (ii)  any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the obligations of any other Borrower under or in respect of this
      Agreement, or any other amendment or waiver of or any consent to departure
      from
      this Agreement, in respect of any other Borrower;

     

    (iii)  any
      change, restructuring or termination of the structure or existence of any other
      Borrower;

     

    (iv)  the
      failure of any other Person to execute or deliver any other agreement or the
      release or reduction of liability of any other Person with respect to any
      obligations of the Borrowers under this Agreement; or

     

    (v)  any
      other
      circumstance (including any statute of limitations but other than the
      Obligations having been fully satisfied) or any existence of or reliance on
      any
      representation by any other Person that might otherwise constitute a defense
      available to, or a discharge of, any other Borrower;

     

    (d)  its
      obligations under this Agreement shall continue to be effective or be
      reinstated, as the case may be, if at any time any payment of any such
      obligations is rescinded or must otherwise be returned by any Person upon the
      insolvency, bankruptcy or reorganization of any other Borrower, all as though
      such payment had not been made; and

     

    (e)  it
      hereby
      unconditionally and irrevocably waives any right to revoke its joint and several
      liability under the Loan Documents and acknowledges that such liability is
      continuing in nature and applies to all obligations of the Borrowers under
      the
      Loan Documents, whether existing now or in the future.

     

    
      
        
        

      

      
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    ARTICLE
      III.  

    TAXES,
      YIELD PROTECTION AND ILLEGALITY

     

    3.01.  Taxes.
      (a) Payments
      Free of Taxes.
      Any and
      all payments by or on account of any obligation of the Borrowers or Holdings
      hereunder or under any other Loan Document shall be made free and clear of
      and
      without reduction or withholding for any Indemnified Taxes or Other Taxes,
      provided
      that if
      the Borrowers shall be required by applicable law to deduct any Indemnified
      Taxes (including any Other Taxes) from such payments, then (i) the sum payable
      shall be increased as necessary so that after making all required deductions
      (including deductions applicable to additional sums payable under this Section)
      the Administrative Agent, any Lender or the L/C Issuer, as the case may be,
      receives an amount equal to the sum it would have received had no such
      deductions been made, (ii) the Borrowers or Holdings, as the case may be, shall
      make such deductions and (iii) the Borrowers or Holdings, as the case may be,
      shall timely pay the full amount deducted to the relevant Governmental Authority
      in accordance with applicable law.

     

    (b)  Payment
      of Other Taxes by the Borrowers and Holdings.
      Without
      limiting the provisions of subsection
      (a)
      above,
      the Borrowers and Holdings shall timely pay any Other Taxes to the relevant
      Governmental Authority in accordance with applicable law.

     

    (c)  Indemnification
      by the Borrowers and Holdings.
      The
      Borrowers and Holdings shall, jointly and severally, indemnify the
      Administrative Agent, each Lender and the L/C Issuer, within 10 days after
      demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
      (including Indemnified Taxes or Other Taxes imposed or asserted on or
      attributable to amounts payable under this Section) paid by the Administrative
      Agent, such Lender or the L/C Issuer, as the case may be, and any penalties,
      interest and reasonable expenses arising therefrom or with respect thereto,
      whether or not such Indemnified Taxes or Other Taxes were correctly or legally
      imposed or asserted by the relevant Governmental Authority. A certificate as
      to
      the amount of such payment or liability delivered to the Administrative
      Borrowers by a Lender or the L/C Issuer (with a copy to the Administrative
      Agent), or by the Administrative Agent on its own behalf or on behalf of a
      Lender or the L/C Issuer, shall be conclusive absent manifest
      error.

     

    (d)  Evidence
      of Payments.
      As soon
      as practicable after any payment of Indemnified Taxes or Other Taxes by the
      Borrowers or Holdings, as the case may be, to a Governmental Authority, the
      Borrowers or Holdings, as the case may be, shall deliver to the Administrative
      Agent the original or a certified copy of a receipt issued by such Governmental
      Authority evidencing such payment, a copy of the return reporting such payment
      or other evidence of such payment reasonably satisfactory to the Administrative
      Agent.

    
      
        
        

      

      
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    (e)  Status
      of Lenders.
      Any
      Foreign Lender that is entitled to an exemption from or reduction of withholding
      tax under the law of the jurisdiction in which the Borrowers or Holdings, as
      the
      case may be, is resident for tax purposes, or any treaty to which such
      jurisdiction is a party, with respect to payments hereunder or under any other
      Loan Document shall deliver to the Borrowers and Holdings (with a copy to the
      Administrative Agent), at the time or times prescribed by applicable law or
      reasonably requested by the Borrowers, Holdings or the Administrative Agent,
      such properly completed and executed documentation prescribed by applicable
      law
      as will permit such payments to be made without withholding or at a reduced
      rate
      of withholding. In addition, any Lender, if requested by the Borrowers, Holdings
      or the Administrative Agent, shall deliver such other documentation prescribed
      by applicable law or reasonably requested by the Borrowers, Holdings or the
      Administrative Agent as will enable the Borrowers, Holdings or the
      Administrative Agent to determine whether or not such Lender is subject to
      backup withholding or information reporting requirements.

     

    Without
      limiting the generality of the foregoing, if any Borrower or Holdings, as the
      case may be, is resident for tax purposes in the United States, any Foreign
      Lender shall deliver to such Borrower or Holdings, as the case may be, and
      the
      Administrative Agent (in such number of copies as shall be requested by the
      recipient) on or prior to the date on which such Foreign Lender becomes a Lender
      under this Agreement (and from time to time thereafter upon the request of
      such
      Borrower, Holdings or the Administrative Agent, but only if such Foreign Lender
      is legally entitled to do so), whichever of the following is
      applicable:

     

    (i)  duly
      completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
      for benefits of an income tax treaty to which the United States is a
      party,

     

    (ii)  duly
      completed copies of Internal Revenue Service Form W-8ECI,

     

    (iii)  in
      the
      case of a Foreign Lender claiming the benefits of the exemption for portfolio
      interest under section 881(c) of the Code, (A) a certificate to the effect
      that
      such Foreign Lender is not (1) a “bank” within the meaning of section
      881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of Holdings within the
      meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign
      corporation” described in section 881(c)(3)(C) of the Code and (B) duly
      completed copies of Internal Revenue Service Form W-8BEN, or

     

    (iv)  any
      other
      form prescribed by applicable law as a basis for claiming exemption from or
      a
      reduction in United States Federal withholding tax duly completed together
      with
      such supplementary documentation as may be prescribed by applicable law to
      permit the Borrowers to determine the withholding or deduction required to
      be
      made.

     

    
      
        
        

      

      
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    (f)  Treatment
      of Certain Refunds.
      If the
      Administrative Agent, any Lender or the L/C Issuer determines, in its sole
      discretion, that it has received a refund of any Taxes or Other Taxes as to
      which it has been indemnified by the Borrowers or Holdings, as the case may
      be,
      or with respect to which the Borrowers or Holdings, as the case may be, has
      paid
      additional amounts pursuant to this Section, it shall pay to the Borrowers
      or
      Holdings, as the case may be, an amount equal to such refund (but only to the
      extent of indemnity payments made, or additional amounts paid, by the Borrowers
      or Holdings under this Section with respect to the Taxes or Other Taxes giving
      rise to such refund), net of all out-of-pocket expenses of the Administrative
      Agent, such Lender or the L/C Issuer, as the case may be, and without interest
      (other than any interest paid by the relevant Governmental Authority with
      respect to such refund), provided
      that the
      Borrowers or Holdings, as the case may be, upon the request of the
      Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount
      paid over to the Borrowers (plus
      any
      penalties, interest or other charges imposed by the relevant Governmental
      Authority) to the Administrative Agent, such Lender or the L/C Issuer if the
      Administrative Agent, such Lender or the L/C Issuer is required to repay such
      refund to such Governmental Authority. This subsection shall not be construed
      to
      require the Administrative Agent, any Lender or the L/C Issuer to make available
      its tax returns (or any other information relating to its taxes that it deems
      confidential) to the Borrowers, Holdings or any other Person.

     

    3.02.  Illegality.
      If any
      Lender determines that any Law has made it unlawful, or that any Governmental
      Authority has asserted that it is unlawful, for any Lender or its applicable
      Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine
      or charge interest rates based upon the Eurodollar Rate, or any Governmental
      Authority has imposed material restrictions on the authority of such Lender
      to
      purchase or sell, or to take deposits of, Dollars in the London interbank
      market, then, on notice thereof by such Lender to the Administrative Borrower
      through the Administrative Agent, any obligation of such Lender to make or
      continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar
      Rate
      Loans shall be suspended until such Lender notifies the Administrative Agent
      and
      the Administrative Borrower that the circumstances giving rise to such
      determination no longer exist. Upon receipt of such notice, the Borrowers shall,
      upon demand from such Lender (with a copy to the Administrative Agent), prepay
      or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base
      Rate
      Loans, either on the last day of the Interest Period therefor, if such Lender
      may lawfully continue to maintain such Eurodollar Rate Loans to such day, or
      immediately, if such Lender may not lawfully continue to maintain such
      Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrowers
      shall also pay accrued interest on the amount so prepaid or
      converted.

     

    3.03.  Inability
      to Determine Rates.
      If the
      Required Lenders determine that for any reason in connection with any request
      for a Eurodollar Rate Loan or a conversion to or continuation thereof that
      (a)
      Dollar deposits are not being offered to banks in the London interbank
      eurodollar market for the applicable amount and Interest Period of such
      Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for
      determining the Eurodollar Rate for any requested Interest Period with respect
      to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested
      Interest Period with respect to a proposed Eurodollar Rate Loan does not
      adequately and fairly reflect the cost to such Lenders of funding such Loan,
      the
      Administrative Agent will promptly so notify the Administrative Borrower and
      each Lender. Thereafter, the obligation of the Lenders to make or maintain
      Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon
      the instruction of the Required Lenders) revokes such notice. Upon receipt
      of
      such notice, the Administrative Borrower may revoke any pending request for
      a
      Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing
      that, will be deemed to have converted such request into a request for a
      Committed Borrowing of Base Rate Loans in the amount specified
      therein.

    
      
        
        

      

      
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    3.04.  Increased
      Costs.
      (a) Increased
      Costs Generally.
      If any
      Change in Law shall:

     

    (i)  impose,
      modify or deem applicable any reserve, special deposit, compulsory loan,
      insurance charge or similar requirement against assets of, deposits with or
      for
      the account of, or credit extended or participated in by, any Lender (except
      any
      reserve requirement reflected in the Eurodollar Rate or the L/C
      Issuer;

     

    (ii)  subject
      any Lender or the L/C Issuer to any tax of any kind whatsoever with respect
      to
      this Agreement, any Letter of Credit, any participation in a Letter of Credit
      or
      any Eurodollar Rate Loan made by it, or change the basis of taxation of payments
      to such Lender or the L/C Issuer in respect thereof (except for Indemnified
      Taxes or Other Taxes covered by Section
      3.01
      and the
      imposition of, or any change in the rate of, any Excluded Tax payable by such
      Lender or the L/C Issuer); or

     

    (iii)  impose
      on
      any Lender or the L/C Issuer or the London interbank market any other condition,
      cost or expense affecting this Agreement or Eurodollar Rate Loans made by such
      Lender or any Letter of Credit or participation therein;

     

    and
      the
      result of any of the foregoing shall be to increase the cost to such Lender
      of
      making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation
      to make any such Loan), or to increase the cost to such Lender or the L/C Issuer
      of participating in, issuing or maintaining any Letter of Credit (or of
      maintaining its obligation to participate in or to issue any Letter of Credit),
      or to reduce the amount of any sum received or receivable by such Lender or
      the
      L/C Issuer hereunder (whether of principal, interest or any other amount) then,
      upon request of such Lender or the L/C Issuer, the Borrowers will pay to such
      Lender or the L/C Issuer, as the case may be, such additional amount or amounts
      as will compensate such Lender or the L/C Issuer, as the case may be, for such
      additional costs incurred or reduction suffered.

     

    (b)  Capital
      Requirements.
      If any
      Lender or the L/C Issuer determines that any Change in Law affecting such Lender
      or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the
      L/C Issuer’s holding company, if any, regarding capital requirements has or
      would have the effect of reducing the rate of return on such Lender’s or the L/C
      Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding
      company, if any, as a consequence of this Agreement, the Commitments of such
      Lender or the Loans made by, or participations in Letters of Credit held by,
      such Lender, or the Letters of Credit issued by the L/C Issuer, to a level
      below
      that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s
      holding company could have achieved but for such Change in Law (taking into
      consideration such Lender’s or the L/C Issuer’s policies and the policies of
      such Lender’s or the L/C Issuer’s holding company with respect to capital
      adequacy), then from time to time the Borrowers will pay to such Lender or
      the
      L/C Issuer, as the case may be, such additional amount or amounts as will
      compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s
      holding company for any such reduction suffered.

    
      
        
        

      

      
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    (c)  Certificates
      for Reimbursement.
      A
      certificate of a Lender or the L/C Issuer setting forth the amount or amounts
      necessary to compensate such Lender or the L/C Issuer or its holding company,
      as
      the case may be, as specified in subsection (a) or (b) of this Section and
      delivered to the Administrative Borrower shall be conclusive absent manifest
      error. The Borrowers shall pay such Lender or the L/C Issuer, as the case may
      be, the amount shown as due on any such certificate within 10 days after receipt
      thereof.

     

    (d)  Delay
      in Requests.
      Failure
      or delay on the part of any Lender or the L/C Issuer to demand compensation
      pursuant to the foregoing provisions of this Section shall not constitute a
      waiver of such Lender’s or the L/C Issuer’s right to demand such compensation,
provided
      that the
      Borrowers shall not be required to compensate a Lender or the L/C Issuer
      pursuant to the foregoing provisions of this Section for any increased costs
      incurred or reductions suffered more than nine months prior to the date that
      such Lender or the L/C Issuer, as the case may be, notifies the Administrative
      Borrower of the Change in Law giving rise to such increased costs or reductions
      and of such Lender’s or the L/C Issuer’s intention to claim compensation
      therefor (except that, if the Change in Law giving rise to such increased costs
      or reductions is retroactive, then the nine-month period referred to above
      shall
      be extended to include the period of retroactive effect thereof).

     

    3.05.  Compensation
      for Losses.
      Upon
      demand of any Lender (with a copy to the Administrative Agent) from time to
      time, the Borrowers shall promptly compensate such Lender for and hold such
      Lender harmless from any loss, cost or expense incurred by it as a result
      of:

     

    (a)  any
      continuation, conversion, payment or prepayment of any Loan other than a Base
      Rate Loan on a day other than the last day of the Interest Period for such
      Loan
      (whether voluntary, mandatory, automatic, by reason of acceleration, or
      otherwise);

     

    (b)  any
      failure by the Borrowers (for a reason other than the failure of such Lender
      to
      make a Loan) to prepay, borrow, continue or convert any Loan other than a Base
      Rate Loan on the date or in the amount notified by the Borrowers;
      or

     

    (c)  any
      assignment of a Eurodollar Rate Loan on a day other than the last day of the
      Interest Period therefor as a result of a request by the Borrowers pursuant
      to
Section
      11.13;

     

    including
      any loss of anticipated profits and any loss or expense arising from the
      liquidation or reemployment of funds obtained by it to maintain such Loan or
      from fees payable to terminate the deposits from which such funds were obtained.
      The Borrowers shall also pay any customary administrative fees charged by such
      Lender in connection with the foregoing.

     

    For
      purposes of calculating amounts payable by the Borrowers to the Lenders under
      this Section 3.05,
      each
      Lender shall be deemed to have funded each Eurodollar Rate Loan made by it
      at
      the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan
      by a matching deposit or other borrowing in the London interbank eurodollar
      market for a comparable amount and for a comparable period, whether or not
      such
      Eurodollar Rate Loan was in fact so funded.

    
      
        
        

      

      
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    3.06.  Mitigation
      Obligations; Replacement of Lenders.
      

     

    (a)  Designation
      of a Different Lending Office.
      If any
      Lender requests compensation under Section
      3.04,
      or any
      Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section 3.01,
      or if
      any Lender gives a notice pursuant to Section
      3.02,
      then
      such Lender shall use reasonable efforts to designate a different Lending Office
      for funding or booking its Loans hereunder or to assign its rights and
      obligations hereunder to another of its offices, branches or affiliates, if,
      in
      the judgment of such Lender, such designation or assignment (i) would eliminate
      or reduce amounts payable pursuant to Section
      3.01
      or
3.04,
      as the
      case may be, in the future, or eliminate the need for the notice pursuant to
      Section
      3.02,
      as
      applicable, and (ii) in each case, would not subject such Lender to any
      unreimbursed cost or expense and would not otherwise be disadvantageous to
      such
      Lender. The Borrowers hereby agree to pay all reasonable costs and expenses
      incurred by any Lender in connection with any such designation or
      assignment.

     

    (b)  Replacement
      of Lenders.
      If any
      Lender requests compensation under Section
      3.04,
      or if
      any Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section
      3.01,
      the
      Borrowers may replace such Lender in accordance with Section
      11.13.

     

    3.07.  Survival.
      All of
      the Borrowers’ obligations under this Article
      III
      shall
      survive termination of the Aggregate Commitments and repayment of all other
      Obligations hereunder.

    
      
        
        

      

      
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    ARTICLE
      IV.  

    CONDITIONS
      PRECEDENT TO CREDIT
      EXTENSIONS

     

    4.01.  Conditions
      of Initial Credit Extension.
      The
      obligation of the L/C Issuer and each Lender to make its initial Credit
      Extension hereunder is subject to satisfaction of the following conditions
      precedent:

     

    (a)  The
      Administrative Agent’s receipt of the following, each of which shall be
      originals or telecopies (followed promptly by originals) unless otherwise
      specified, each properly executed by a Responsible Officer of the signing Loan
      Party, each dated the Closing Date (or, in the case of certificates of
      governmental officials, a recent date before the Closing Date) and each in
      form
      and substance satisfactory to the Administrative Agent and each of the
      Lenders:

     

    (i)  executed
      counterparts of this Agreement and the Guaranty, sufficient in number for
      distribution to the Administrative Agent, each Lender and the
      Borrowers;

     

    (ii)  a
      Note
      executed by the Borrowers in favor of each Lender requesting a
      Note;

     

    (iii)  executed
      counterparts of each of the Collateral Documents, duly executed by each Loan
      Party party thereto, together with:

     

    (A)  certificates
      representing the Securities Collateral referred to therein accompanied by
      undated stock powers executed in blank and instruments evidencing the Pledged
      Debt indorsed in blank, together with acknowledgment copies of the filing of
      any
      Charge Over Shares that the Administrative Agent may deem necessary or desirable
      in order to perfect the Liens created under the Securities Pledge
      Agreement,

     

    (B)  acknowledgment
      copies or stamped receipt copies of proper financing statements, duly filed
      on
      or before the day of the initial Credit Extension under the Uniform Commercial
      Code of all jurisdictions that the Administrative Agent may deem necessary
      or
      desirable in order to perfect the Liens created under the Security Agreement,
      covering the Collateral described in the Security Agreement and acknowledgment
      copies of the filing of any Charge Over Shares that the Administrative Agent
      may
      deem necessary or desirable in order to perfect the Liens created under the
      Security Agreement,

     

    
      
        
        

      

      
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    (C)  completed
      requests for information, dated on or before the date of the initial Credit
      Extension, listing the financing statements referred to in clause (B)
      above
      and all other effective financing statements filed in the jurisdictions referred
      to in clause (B)
      above
      that name any Loan Party as debtor, together with copies of such other financing
      statements,

     

    (D)  evidence
      of the completion of all other actions, recordings and filings of or with
      respect to the Security Agreement and the Securities Pledge Agreement that
      the
      Administrative Agent may deem necessary or desirable in order to perfect the
      Liens created thereby,

     

    (E)  the
      Account Control Agreements and the Securities Account Control Agreement, in
      each
      case as referred to in the Security Agreement and duly executed by the
      appropriate parties, and

     

    (F)  evidence
      that all other action that the Administrative Agent may deem necessary or
      desirable in order to perfect the Liens created under the Security Agreement
      and
      the Securities Pledge Agreement has been taken (including receipt of duly
      executed payoff letters, UCC-3 termination statements and landlords’ and
      bailees’ waiver and consent agreements);

     

    (iv)  Preferred
      Vessel Mortgages, duly executed by the appropriate Loan Party, together
      with:

     

    (A)  evidence
      that the Preferred Vessel Mortgage relating to the relevant Vessel, duly
      executed and delivered by the relevant Borrower and duly registered by the
      Mercantile (Marine) Section of the Public Registry of the Republic of Panama
      or
      the Office of the Deputy Commissioner of Maritime Affairs of the Republic of
      Liberia in accordance with the laws of the Republic of Panama or the Liberia,
      as
      the case may be, and such other evidence that the Administrative Agent may
      deem
      necessary or desirable in order to create a valid first preferred and subsisting
      Lien on the property described therein in favor of the Administrative Agent
      for
      the benefit of the Secured Parties and all filing, documentary, stamp,
      intangible and recording taxes and fees have been in connection therewith have
      been duly paid;

     

    (B)  (x)
      a
      certificate of ownership and encumbrance (or other evidence acceptable to the
      Administrative Agent) issued by the Mercantile (Marine) Section of the Public
      Registry of the Republic of Panama through the Panamanian Consul in New York
      stating that the relevant Vessel is owned by the relevant Borrower and that
      there are on record no Liens on such Vessel except the mortgages to be
      discharged on the Closing Date and those permitted under the Loan Documents;
      (y)
      evidence that the bareboat charter registered in the name of a Philippine
      Charterer of such Vessel under the laws and flag of the Republic of the
      Philippines; and (z) substantially contemporaneously with the Closing Date
      a
      certificate of ownership and encumbrance (or other evidence acceptable to the
      Administrative Agent) issued by the Mercantile (Marine) Section of the Public
      Registry of the Republic of Panama through the Panamanian Consul in New York,
      stating that the relevant Vessel is owned by the relevant Borrower and that
      there are on record no Liens on such Vessel except the Preferred Vessel Mortgage
      and those permitted under the Loan Documents;

    
      
        
        

      

      
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    (C)  fully
      executed Approved Manager’s Undertakings with respect to each of the Preferred
      Vessel Mortgages;

     

    (D)  a
      Multi-Party Agreement relating to the relevant Vessel, duly executed and
      delivered by the relevant Borrower and each other Charterer of the Vessel (other
      than any Philippine Charterer) that has chartered the Vessel to (1) Holdings
      or
      any of its Affiliates or (2) another Person pursuant to a Charter that, in
      the
      case of this clause
      (2),
      after
      giving effect to any renewals or other extension provided therein and in the
      absence of any early termination, shall or would have a term of more than one
      year, together with (A) notices in substantially the form of Exhibit A and
      Exhibit B thereto duly executed by such Borrower and each such Charterer, (B)
      acknowledgments in substantially the form attached to such notices duly executed
      by each charterer from such Borrower or Charterer, (C) an irrevocable power
      of
      attorney substantially in the form attached as Exhibit C thereto duly executed
      by such Borrower and the relevant Philippine Charterer with respect to such
      Vessel and, if executed by any party thereto outside the Republic of the
      Philippines, duly consularized before a consulate of the Republic of the
      Philippines in the jurisdiction of execution, (D) an undated letter in the
      form
      of Exhibit D to the Multi-Party Agreement duly executed by such Borrower and
      Philippine Charterer and (E) an acknowledgment in substantially form of Exhibit
      E thereto duly executed by the Sub-Charter,

     

    (E)  a
      Philippine Assignment relating to the relevant Vessel, duly executed and
      delivered by the relevant Philippine Charterer,

     

    (F)  an
      Earnings Assignment relating to the relevant Vessel, duly executed and delivered
      by the relevant Loan Party, together with a notice of assignment in the form
      attached thereto duly executed by such Loan Party,

     

    (G)  an
      Insurance Assignment relating to the relevant Vessel, duly executed and
      delivered by the relevant Borrower and the relevant Philippine Charterer,
      together with a fully executed notice of assignment substantially in the form
      attached thereto,

     

    (H)  a
      copy of
      a certificate duly issued by the Classification Society to the effect that
      the
      relevant Vessel has received the highest classification and rating for vessels
      of the same age and type, free of all recommendations and notations of the
      Classification Society that affects such Vessel’s classification and rating by
      such Classification Society,

     

    (I)  evidence
      of insurance in respect of the relevant Vessel naming the Administrative Agent,
      for the benefit of the Secured Parties, as additional insured and loss payee
      with such responsible and reputable insurance companies or associations, and
      in
      such amounts and covering such risks, as is required pursuant to the relevant
      Preferred Vessel Mortgage, together with a favorable opinion from an independent
      insurance consultant acceptable to the Administrative Agent on such matters
      relating to the insurance for the relevant Vessel as the Administrative Agent
      may require,

    
      
        
        

      

      
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    (J)  a
      Valuation dated not more than 60 days prior to the Closing Date indicating
      the
      Fair Market Value of the relevant Vessel and issued by an Appraiser at the
      expense of the Borrowers,

     

    (K)  evidence
      that the relevant Vessel will, as from the relevant funding date, be managed
      by
      an Approved Manager on terms acceptable to the Administrative Agent, together
      with:

     

      copies
      of
      the document of compliance (DOC) and safety management certificate (SMC)
      referred to in paragraph (a) in the definition of “ISM Code Documentation”,
      certified as true and in effect by the relevant Borrower and such Approved
      Manager, and

     

      copies
      of
      such ISM Code Documentation as the Administrative Agent may by written notice
      to
      the relevant Borrower has requested not later than two days before the relevant
      funding date, certified as true and complete in all material respects by the
      relevant Borrower and such Approved Manager,

     

    (L)  as
      to
      each Charterer of a relevant Vessel that is not a Loan Party, including each
      Philippine Charterer of such Vessel,

     

      certified
      copies of the resolutions of the board of directors (and shareholders, if
      necessary) of such Charterer approving the Loan Documents to which it is or
      is
      to be a party and the other documents to be delivered by it thereunder, and
      of
      all documents evidencing other necessary corporation action and governmental
      approvals of such Charterer with respect to the Loan Documents to which it
      is or
      is to be a party and the other documents to be delivered by it
      thereunder,

     

      a
      certificate of the secretary or an assistant secretary or treasurer of such
      Charterer certifying the names and true signatures of the respective officers
      of
      each such Charterer authorized to sign the Loan Documents which it is or is
      to
      be a party and the other documents delivered by it thereunder,

     

      a
      copy of
      the Organization Documents of such Charterer, certified (as of a date reasonably
      near such funding date) by the secretary or assistant secretary of such
      Charterer as being true ad correct copy thereof, and

    
      
        
        

      

      
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      a
      letter
      from Cardillo & Corbett accepting appointment as process agent for such
      Charterer,

     

    (M)  all
      other
      Vessel Collateral Documents,

     

    (N)  evidence
      of the completion of all other registrations, recordings and filings of, or
      with
      respect to, the Collateral Documents executed in connection with the making
      of
      the relevant Borrowing that the Administrative Agent may deem necessary or
      desirable in order to perfect and protect the Liens created thereby, including
      under the UCC, and 

     

    (O)  such
      other documents or certificates relating to the relevant Vessel, or operation
      thereof, as may be requested by the Administrative Agent;

     

    (v)  [Reserved];

     

    (vi)  the
      Amendment to Bank of America Master Agreement, duly executed and delivered
      by
      the Borrowers, Holding and the Administrative Agent;

     

    (vii)  a
      letter
      from Cardillo & Corbett accepting appointment as process agent for each
      Borrower and Guarantor;

     

    (viii)  such
      certificates of resolutions or other action, incumbency certificates and/or
      other certificates of Responsible Officers of each Loan Party as the
      Administrative Agent may require evidencing the identity, authority and capacity
      of each Responsible Officer thereof authorized to act as a Responsible Officer
      in connection with this Agreement and the other Loan Documents to which such
      Loan Party is a party or is to be a party;

     

    (ix)  such
      documents and certifications as the Administrative Agent may reasonably require
      to evidence that each Loan Party is duly organized or formed, and that each
      Borrower and each other Loan Party is validly existing, in good standing and
      qualified to engage in business in each jurisdiction where its ownership, lease
      or operation of properties or the conduct of its business requires such
      qualification, except to the extent that failure to do so could not reasonably
      be expected to have a Material Adverse Effect;

     

    (x)  a
      favorable opinion of Cardillo & Corbett, counsel to the Loan Parties,
      addressed to the Administrative Agent and each Lender, as to matters concerning
      the Loan Parties and the Loan Documents as the Required Lenders may reasonably
      request;

    
      
        
        

      

      
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    (xi)  a
      favorable opinion of Conyers Dill & Pearman, Patton, Moreno & Asvat,
      SyCip Salazar Hernandez & Gatmaitan, local counsel to the Loan Parties in
      Bermuda, Panama and the Philippines and, in respect of SyCip Salazar Hernandex
      & Gatmaitan, local counsel to the Philippine Charterers, in each case,
      addressed to the Administrative Agent and each Lender, as to matters concerning
      the Loan Parties and the Loan Documents as the Required Lenders may reasonably
      request;

     

    (xii)  a
      certificate of a Responsible Officer of each Loan Party either (A) attaching
      copies of all consents, licenses and approvals required in connection with
      the
      execution, delivery and performance by such Loan Party and the validity against
      such Loan Party of the Loan Documents to which it is a party, and such consents,
      licenses and approvals shall be in full force and effect, or (B) stating that
      no
      such consents, licenses or approvals are so required;

     

    (xiii)  a
      certificate signed by a Responsible Officer of the Borrowers and Holdings
      certifying (A) that the conditions specified in Sections
      4.02(a)
      and
(b)
      have
      been satisfied, (B) that there has been no event or circumstance since the
      date
      of the Audited Financial Statements that has had or could be reasonably expected
      to have, either individually or in the aggregate, a Material Adverse Effect;
      and
      (C) a calculation of the pro forma Consolidated Leverage Ratio, after giving
      effect to the Borrowings made on the Closing Date and utilizing the Consolidated
      EBITDA for the four fiscal quarter period ended June 30, 2006, shall not be
      more
      than 1.75:1.00 as provided in Section
      4.01(f)
      below;

     

    (xiv)  certificate
      attesting to the Solvency of each Loan Party before and after giving effect
      to
      the Transaction, from the chief financial officer of Holdings;

     

    (xv)  evidence
      that all insurance required to be maintained pursuant to the Loan Documents
      has
      been obtained and is in effect, together with the certificates of insurance,
      naming the Administrative Agent, on behalf of the Lenders, as an additional
      insured or loss payee, as the case may be, under all insurance policies
      maintained with respect to the assets and properties of the Loan Parties that
      constitutes Collateral;

     

    (xvi)  a
      Borrowing Base Certificate duly certified by the chief executive officer, chief
      financial officer, treasurer or controller of the Administrative Borrower
      relating to the initial Credit Extension;

     

    (xvii)  the
      field
      audits, appraisals and other reports reasonably requested by the Administrative
      Agent, in each case in form and substance satisfactory to the Administrative
      Agent;

    
      
        
        

      

      
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    (xviii)  a
      duly
      completed Compliance Certificate as of the last day of the fiscal quarter of
      the
      Borrowers ended June 30, 2006, signed by chief executive officer, chief
      financial officer, treasurer or controller of the Holdings;

     

    (xix)  evidence
      that the Existing Credit Agreements have been, or concurrently with the Closing
      Date are being, terminated and all Liens securing obligations under the Existing
      Credit Agreements have been, or concurrently with the Closing Date are being,
      released; and

     

    (xx)  such
      other assurances, certificates, documents, consents or opinions as the
      Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender
      reasonably may require.

     

    (b)  (i)
      All
      fees required to be paid to the Administrative Agent and the Arranger on or
      before the Closing Date shall have been paid and (ii) all fees required to
      be
      paid to the Lenders on or before the Closing Date shall have been
      paid.

     

    (c)  The
      Borrowers shall have paid all fees, charges and disbursements of counsel to
      the
      Administrative Agent (directly to such counsel) to the extent invoiced prior
      to
      or on the Closing Date, plus such additional amounts of such fees, charges
      and
      disbursements as shall constitute its reasonable estimate of such fees, charges
      and disbursements incurred or to be incurred by it through the closing
      proceedings (provided
      that
      such estimate shall not thereafter preclude a final settling of accounts among
      the Borrowers and the Administrative Agent).

     

    (d)  The
      Closing Date shall have occurred on or before August 30, 2006.

     

    (e)  The
      Lenders shall have completed a due diligence investigation of Holdings and
      its
      respective Subsidiaries in scope, and with results, satisfactory to the Lenders,
      and shall have been given such access to the management records, books of
      account, contract and properties of Holdings and its Subsidiaries and shall
      have
      received such financial, business and other information regarding each of the
      foregoing Persons and businesses as they shall have requested. All of the
      information made available to the Administrative Agent prior to date of
      Commitment Letter shall be complete and correct in all material respects; and
      no
      changes or developments shall have occurred, and no new or additional
      information shall have been received or discovered by the Administrative Agent
      or the Lenders regarding Holdings and its Subsidiaries or the Transaction after
      June 19, 2006 that (A) either individually or in the aggregate could
      reasonably be expected to have a Material Adverse Effect or (B) purports to
      adversely affect the Facilities or any other respect of the Transaction, nothing
      shall have come to the attention of the Lenders during the course of such due
      diligence investigation to lead them to believe (i) that the Information
      Memorandum was or has become misleading, incorrect or incomplete in any material
      respect and (ii) that the Transaction will have a Material Adverse
      Effect.

     

    
      
        
        

      

      
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    (f)  Holdings
      and its Subsidiaries shall have a pro forma Consolidated Leverage Ratio of
      not
      more than 1.75:1.00 after giving effect to the Borrowings made on the Closing
      Date and utilizing the Consolidated EBITDA for the four fiscal quarter period
      ended June 30, 2006.

     

    Without
      limiting the generality of the provisions of Section
      9.04,
      for
      purposes of determining compliance with the conditions specified in this
Section
      4.01,
      each
      Lender that has signed this Agreement shall be deemed to have consented to,
      approved or accepted or to be satisfied with, each document or other matter
      required thereunder to be consented to or approved by or acceptable or
      satisfactory to a Lender unless the Administrative Agent shall have received
      notice from such Lender prior to the proposed Closing Date specifying its
      objection thereto.

     

    4.02.  Conditions
      to all Credit Extensions.
      The
      obligation of each Lender to honor any Request for Credit Extension (other
      than
      a Committed Loan Notice requesting only a conversion of Loans to the other
      Type,
      or a continuation of Eurodollar Rate Loans) is subject to the following
      conditions precedent:

     

    (a)  The
      representations and warranties of the Borrowers and each other Loan Party
      contained in Article
      V
      or any
      other Loan Document, or which are contained in any document furnished at any
      time under or in connection herewith or therewith, shall be true and correct
      on
      and as of the date of such Credit Extension, except to the extent that such
      representations and warranties specifically refer to an earlier date, in which
      case they shall be true and correct as of such earlier date, and except that
      for
      purposes of this Section
      4.02,
      the
      representations and warranties contained in Sections
      5.05(a)
      and
(b)
      shall be
      deemed to refer to the most recent statements furnished pursuant to Sections
      6.01(a)
      and
(b),
      respectively.

     

    (b)  No
      Default shall exist, or would result from such proposed Credit Extension or
      from
      the application of the proceeds thereof.

     

    (c)  The
      Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender
      shall have received a Request for Credit Extension in accordance with the
      requirements hereof.

     

    (d)  The
      making of such Credit Extension shall not contravene any Law applicable to
      any
      Lender or any Loan Party.

     

    (e)  The
      Administrative Agent shall have received such other approvals, opinions or
      documents as any Lender through the Administrative Agent may reasonably
      request.

    
      
        
        

      

      
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    (f)  The
      Total
      Outstandings at such time (after giving effect to such Credit Extension) shall
      not exceed the Maximum Available Amount at such time.

     

    Each
      Request for Credit Extension (other than a Committed Loan Notice requesting
      only
      a conversion of Loans to the other Type or a continuation of Eurodollar Rate
      Loans) submitted by the Administrative Borrower shall be deemed to be a
      representation and warranty that the conditions specified in Sections
      4.02
      have
      been satisfied on and as of the date of the applicable Credit
      Extension.

     

    
      ARTICLE
        V.  

      REPRESENTATIONS
        AND WARRANTIES

       

      Each
        of
        Holdings and each of the Borrowers represents and warrants to the Administrative
        Agent and the Lenders that:

       

      5.01.  Existence,
        Qualification and Power.
        Each
        Loan Party and each of its Subsidiaries (a) is duly organized or formed,
        validly
        existing and, as applicable, in good standing under the Laws of the jurisdiction
        of its incorporation or organization, (b) has all requisite power and authority
        and all requisite governmental licenses, authorizations, consents and approvals
        to (i) own or lease its assets and carry on its business and (ii) execute,
        deliver and perform its obligations under the Loan Documents to which it
        is a
        party and consummate the Transaction, and (c) is duly qualified and is licensed
        and, as applicable, in good standing under the Laws of each jurisdiction
        where
        its ownership, lease or operation of properties or the conduct of its business
        requires such qualification or license.

       

      5.02.  Authorization;
        No Contravention.
        The
        execution, delivery and performance by each Loan Party of each Loan Document
        to
        which such Person is or is to be a party have been duly authorized by all
        necessary corporate or other organizational action, and do not and will not
        (a)
        contravene the terms of any of such Person’s Organization Documents; (b)
        conflict with or result in any breach or contravention of, or the creation
        of
        any Lien under, or require any payment to be made under (i) any Contractual
        Obligation to which such Person is a party or affecting such Person or the
        properties of such Person or any of its Subsidiaries or (ii) any order,
        injunction, writ or decree of any Governmental Authority or any arbitral
        award
        to which such Person or its property is subject; or (c) violate any
        Law.

       

      
        
          
          

        

        
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      5.03.  Governmental
        Authorization; Other Consents.
        Except
        for the registration of the Preferred Vessel Mortgages and the filing of
        proper
        financing statements in respect of the Multi-Party Agreements, the Philippine
        Assignments and the Earnings Assignments, no approval, consent, exemption,
        authorization, or other action by, or notice to, or filing with, any
        Governmental Authority or any other Person is necessary or required in
        connection with (a) the execution, delivery or performance by, or enforcement
        against, any Loan Party of this Agreement or any other Loan Document, or
        for the
        consummation of the Transaction, (b) the grant by any Loan Party of the
        Liens granted by it pursuant to the Collateral Documents, (c) the
        perfection or maintenance of the Liens created under the Collateral Documents
        (including the first priority nature thereof) or (d) the exercise by the
        Administrative Agent or any Lender of its rights under the Loan Documents
        or the
        remedies in respect of the Collateral pursuant to the Collateral Documents.
        All
        applicable waiting periods in connection with the Transaction have expired
        without any action having been taken by any Governmental Authority restraining,
        preventing or imposing materially adverse conditions upon the Transaction
        or the
        rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise
        dispose of, or to create any Lien on, any properties now owned or hereafter
        acquired by any of them.

       

      5.04.  Binding
        Effect.
        This
        Agreement has been, and each other Loan Document, when delivered hereunder,
        will
        have been, duly executed and delivered by each Loan Party that is party thereto.
        This Agreement constitutes, and each other Loan Document when so delivered
        will
        constitute, a legal, valid and binding obligation of such Loan Party,
        enforceable against each Loan Party that is party thereto in accordance with
        its
        terms.

       

      5.05.  Financial
        Statements; No Material Adverse Effect; No Internal Control
        Event.
        

       

      (a)  The
        Audited Financial Statements (i) were prepared in accordance with GAAP
        consistently applied throughout the period covered thereby, except as otherwise
        expressly noted therein; (ii) fairly present the financial condition of Holdings
        and its Subsidiaries as of the date thereof and their results of operations
        for
        the period covered thereby in accordance with GAAP consistently applied
        throughout the period covered thereby, except as otherwise expressly noted
        therein; and (iii) show all material indebtedness and other liabilities,
        direct
        or contingent, of Holdings and its Subsidiaries as of the date thereof,
        including liabilities for taxes, material commitments and
        Indebtedness.

       

      (b)  The
        unaudited consolidated balance sheets of Holdings and its Subsidiaries dated
        March 31, 2006, and the related consolidated statements of income or operations,
        shareholders’ equity and cash flows for the fiscal quarter ended on that date
        (i) were prepared in accordance with GAAP consistently applied throughout
        the
        period covered thereby, except as otherwise expressly noted therein, and
        (ii)
        fairly present the financial condition of Holdings and its Subsidiaries as
        of
        the date thereof and their results of operations for the period covered thereby,
        subject, in the case of clauses
        (i)
        and
(ii),
        to the
        absence of footnotes and to normal year-end audit adjustments. Schedule
        5.05
        sets
        forth all material indebtedness and other liabilities, direct or contingent,
        of
        Holdings and its consolidated Subsidiaries as of the date of such financial
        statements, including liabilities for taxes, material commitments and
        Indebtedness.

      
        
          
          

        

        
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      (c)  Since
        the
        date of the Audited Financial Statements, there has been no event or
        circumstance, either individually or in the aggregate, that has had or could
        reasonably be expected to have a Material Adverse Effect.

       

      (d)  To
        the
        best knowledge of Holdings, no Internal Control Event exists or has occurred
        since the date of the Audited Financial Statements that has resulted in or
        could
        reasonably be expected to result in a misstatement in any material respect,
        in
        any financial information delivered or to be delivered to the Administrative
        Agent or the Lenders, of (i) covenant compliance calculations provided hereunder
        or (ii) the assets, liabilities, financial condition or results of operations
        of
        Holdings and its Subsidiaries on a consolidated basis.

       

      (e)  [Reserved].

       

      (f)  The
        consolidated forecasted balance sheet, statements of income and cash flows
        of
        Holdings and its Subsidiaries delivered pursuant to Section 4.01
        or
Section
        6.01(d)
        were
        prepared in good faith on the basis of the assumptions stated therein, which
        assumptions were fair in light of the conditions existing at the time of
        delivery of such forecasts, and represented, at the time of delivery, the
        Borrowers’ best estimate of its future financial condition and
        performance.

       

      5.06.  Litigation.
        There
        are no actions, suits, proceedings, claims or disputes pending or, to the
        knowledge of the Borrowers after due and diligent investigation, threatened
        or
        contemplated, at law, in equity, in arbitration or before any Governmental
        Authority, by or against any Borrower or any of its Subsidiaries or against
        any
        of their properties or revenues that (a) purport to affect or pertain to
        this
        Agreement, any other Loan Document, any Charter of any Vessel or the
        consummation of the Transaction, or (b) either individually or in the aggregate,
        if determined adversely, could reasonably be expected to have a Material
        Adverse
        Effect.

       

      5.07.  No
        Default.
        Neither
        any Loan Party nor any Subsidiary thereof is in default under or with respect
        to, or a party to, any Contractual Obligation that could, either individually
        or
        in the aggregate, reasonably be expected to have a Material Adverse Effect.
        No
        Default has occurred and is continuing or would result from the consummation
        of
        the transactions contemplated by this Agreement or any other Loan
        Document.

       

      5.08.  Ownership
        of Property; Liens; Investments.
        

       

      (a)  Each
        Loan
        Party and each of its Subsidiaries has good record and marketable title in
        fee
        simple to, or valid leasehold interests in, all real property necessary or
        used
        in the ordinary conduct of its business, except for such defects in title
        as
        could not, individually or in the aggregate, reasonably be expected to have
        a
        Material Adverse Effect.

       

      
        
          
          

        

        
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      (b)  Schedule 5.08(b)
        sets
        forth a complete and accurate list of all Liens on the property or assets
        of
        each Loan Party and each of its Subsidiaries, showing as of the date hereof
        the
        lienholder thereof, the principal amount of the obligations secured thereby
        and
        the property or assets of such Loan Party or such Subsidiary subject thereto.
        The property of each Loan Party and each of its Subsidiaries is subject to
        no
        Liens, other than Liens set forth on Schedule 5.08(b),
        and as
        otherwise permitted by Section
        7.01.

       

      (c)  Schedule 5.08(c)
        sets
        forth a complete and accurate list of all real property owned by each Loan
        Party
        and each of its Subsidiaries, showing as of the date hereof the street address,
        county or other relevant jurisdiction, state, record owner and book and
        estimated fair value thereof. Each Loan Party and each of its Subsidiaries
        has
        good, marketable and insurable fee simple title to the real property owned
        by
        such Loan Party or such Subsidiary, free and clear of all Liens, other than
        Liens created or permitted by the Loan Documents.

       

      (d)  (i)Schedule 5.08(d)(i)
        sets
        forth a complete and accurate list of all leases of real property under which
        any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as
        of
        the date hereof the street address, county or other relevant jurisdiction,
        state, lessor, lessee, expiration date and annual rental cost thereof. Each
        such
        lease is the legal, valid and binding obligation of the lessor thereof,
        enforceable in accordance with its terms.

       

      (ii)  Schedule
        5.08(d)(ii)
        sets
        forth a complete and accurate list of all leases of real property under which
        any Loan Party or any Subsidiary of a Loan Party is the lessor, showing as
        of
        the date hereof the street address, county or other relevant jurisdiction,
        state, lessor, lessee, expiration date and annual rental cost thereof. Each
        such
        lease is the legal, valid and binding obligation of the lessee thereof,
        enforceable in accordance with its terms.

       

      (e)  Schedule 5.08(e)
        sets
        forth a complete and accurate list of all Investments held by any Loan Party
        or
        any Subsidiary of a Loan Party on the date hereof, showing as of the date
        hereof
        the amount, obligor or issuer and maturity, if any, thereof.

       

      5.09.  Environmental
        Compliance.
        (a)  The
        Loan Parties and their respective Subsidiaries conduct in the ordinary course
        of
        business a review of the effect of existing Environmental Laws and claims
        alleging potential liability or responsibility for violation of any
        Environmental Law on their respective businesses, operations and properties,
        and
        as a result thereof the Borrowers have reasonably concluded that such
        Environmental Laws and claims could not, individually or in the aggregate,
        reasonably be expected to have a Material Adverse Effect.

       

      
        
          
          

        

        
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      (b)  None
        of
        the properties currently or formerly owned or operated by any Loan Party
        or any
        of its Subsidiaries is listed or proposed for listing on the NPL or on the
        CERCLIS or any analogous foreign, state or local list or is adjacent to any
        such
        property; there are no and never have been any underground or above-ground
        storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons
        in which Hazardous Materials are being or have been treated, stored or disposed
        on any property currently owned or operated by any Loan Party or any of its
        Subsidiaries or, to the best of the knowledge of the Loan Parties, on any
        property formerly owned or operated by any Loan Party or any of its
        Subsidiaries; there is no asbestos or asbestos-containing material on any
        property currently owned or operated by any Loan Party or any of its
        Subsidiaries; and Hazardous Materials have not been released, discharged
        or
        disposed of on any property currently or formerly owned or operated by any
        Loan
        Party or any of its Subsidiaries.

       

      (c)  Neither
        any Loan Party nor any of its Subsidiaries is undertaking, and has not
        completed, either individually or together with other potentially responsible
        parties, any investigation or assessment or remedial or response action relating
        to any actual or threatened release, discharge or disposal of Hazardous
        Materials at any site, location or operation, either voluntarily or pursuant
        to
        the order of any Governmental Authority or the requirements of any Environmental
        Law; and all Hazardous Materials generated, used, treated, handled or stored
        at,
        or transported to or from, any property currently or formerly owned or operated
        by any Loan Party or any of its Subsidiaries have been disposed of in a manner
        not reasonably expected to result in material liability to any Loan Party
        or any
        of its Subsidiaries.

       

      (d)  No
        Environmental Incident has occurred.

       

      5.10.  Insurance.
        The
        properties of the Loan Parties are insured with financially sound and reputable
        insurance companies not Affiliates of the Borrower, in such amounts, with
        such
        deductibles and covering such risks as are customarily carried by companies
        engaged in similar businesses and owning similar properties in localities
        where
        the Loan Parties operate.

       

      5.11.  Taxes.
        Holdings and its Subsidiaries have filed all Federal, state and other material
        tax returns and reports required to be filed, and have paid all Federal,
        state
        and other material taxes, assessments, fees and other governmental charges
        levied or imposed upon them or their properties, income or assets otherwise
        due
        and payable, except those which are being contested in good faith by appropriate
        proceedings diligently conducted and for which adequate reserves have been
        provided in accordance with GAAP. There is no proposed tax assessment against
        Holdings or any Subsidiary that would, if made, have a Material Adverse Effect.
        Neither
        any Loan Party nor any Subsidiary thereof is party to any tax sharing
        agreement.

       

      
        
          
          

        

        
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      5.12.  ERISA
        Compliance.
        (a)  Each
        Plan is in compliance in all material respects with the applicable provisions
        of
        ERISA, the Code and other Federal or state Laws. Each Plan that is intended
        to
        qualify under Section 401(a) of the Code has received a favorable determination
        letter from the IRS or an application for such a letter is currently being
        processed by the IRS with respect thereto and, to the best knowledge of the
        Borrower, nothing has occurred which would prevent, or cause the loss of,
        such
        qualification. Holdings and each ERISA Affiliate have made all required
        contributions to each Plan subject to Section 412 of the Code, and no
        application for a funding waiver or an extension of any amortization period
        pursuant to Section 412 of the Code has been made with respect to any
        Plan.

       

      (b)  There
        are
        no pending or, to the best knowledge of the Loan Parties, threatened claims,
        actions or lawsuits, or action by any Governmental Authority, with respect
        to
        any Plan that could reasonably be expected to have a Material Adverse Effect.
        There has been no prohibited transaction or violation of the fiduciary
        responsibility rules with respect to any Plan that has resulted or could
        reasonably be expected to result in a Material Adverse Effect.

       

      (c)  (i)
        No
        ERISA Event has occurred or is reasonably expected to occur; (ii) no
        Pension Plan has any Unfunded Pension Liability; (iii) neither any Loan Party
        nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
        liability under Title IV of ERISA with respect to any Pension Plan (other
        than
        premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
        any
        Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to
        incur,
        any liability (and no event has occurred which, with the giving of notice
        under
        Section 4219 of ERISA, would result in such liability) under Section 4201
        or
        4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Loan
        Party nor any ERISA Affiliate has engaged in a transaction that could be
        subject
        to Section 4069 or 4212(c) of ERISA.

       

      (d)  With
        respect to each scheme or arrangement mandated by a government other than
        the
        United States (a “Foreign
        Government Scheme or Arrangement”)
        and
        with respect to each employee benefit plan maintained or contributed to by
        any
        Loan Party or any Subsidiary of any Loan Party that is not subject to United
        States law (a “Foreign
        Plan”):

       

      (i)  any
        employer and employee contributions required by law or by the terms of any
        Foreign Government Scheme or Arrangement or any Foreign Plan have been made,
        or,
        if applicable, accrued, in accordance with normal accounting
        practices;

       

      (ii)  the
        fair
        market value of the assets of each funded Foreign Plan, the liability of
        each
        insurer for any Foreign Plan funded through insurance or the book reserve
        established for any Foreign Plan, together with any accrued contributions,
        is
        sufficient to procure or provide for the accrued benefit obligations, as
        of the
        date hereof, with respect to all current and former participants in such
        Foreign
        Plan according to the actuarial assumptions and valuations most recently
        used to
        account for such obligations in accordance with applicable generally accepted
        accounting principles; and

       

      (iii)  each
        Foreign Plan required to be registered has been registered and has been
        maintained in good standing with applicable regulatory authorities.

      
        
          
          

        

        
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      5.13.  Subsidiaries;
        Equity Interests; Loan Parties.
        As of
        the Closing Date, no Loan Party has any Subsidiaries other than those
        specifically disclosed in Part
        (a)
        of
Schedule
        5.13,
        and all
        of the outstanding Equity Interests in such Subsidiaries have been validly
        issued, are fully paid and non-assessable and are owned by a Loan Party in
        the
        amounts specified on Part
        (a)
        of
Schedule 5.13
        free and
        clear of all Liens except those created under the Collateral Documents. No
        Loan
        Party has any equity investments in any other corporation or entity other
        than
        those specifically disclosed in Part
        (b)
        of
Schedule
        5.13.
        All of
        the outstanding Equity Interests in the Borrowers have been validly issued,
        are
        fully paid and non-assessable and are owned by Holdings in the amounts specified
        on Part
        (c)
        of
Schedule 5.13
        free and
        clear of all Liens except those created under the Collateral Documents. Set
        forth on Part
        (d)
        of
Schedule
        5.13
        is a
        complete and accurate list of all Loan Parties, showing as of the Closing
        Date
        (as to each Loan Party) the jurisdiction of its incorporation, the address
        of
        its principal place of business and its U.S. taxpayer identification number
        or,
        in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer
        identification number, its unique identification number issued to it by the
        jurisdiction of its incorporation. The copy of the charter of each Loan Party
        and each amendment thereto provided pursuant to Section
        4.01(a)(viii)
        is a
        true and correct copy of each such document, each of which is valid and in
        full
        force and effect.

       

      5.14.  Margin
        Regulations; Investment Company Act; Public Utility Holding Company
        Act.
        (a)  No
        Borrower is engaged or will engage, principally or as one of its important
        activities, in the business of purchasing or carrying margin stock (within
        the
        meaning of Regulation U issued by the FRB), or extending credit for the purpose
        of purchasing or carrying margin stock.

       

      (b)  None
        of
        the Borrowers, any Person Controlling the Borrowers, or any Subsidiary (i)
        is a
“holding company,” or a “subsidiary company” of a “holding company,” or an
“affiliate” of a “holding company”, as such terms are defined in the Public
        Utility Holding Company Act of 2005, and neither Holdings or any of its
        Subsidiaries is subject to regulation as a “public utility” under the Federal
        Power Act, as amended, or (ii) is or is required to be registered as an
“investment company” under the Investment Company Act of 1940.

       

      5.15.  Disclosure.
        The
        Borrowers have disclosed to the Administrative Agent and the Lenders all
        agreements, instruments and corporate or other restrictions to which it or
        any
        of its Subsidiaries or any other Loan Party is subject, and all other matters
        known to it, that, individually or in the aggregate, could reasonably be
        expected to result in a Material Adverse Effect. No report, financial statement,
        certificate or other information furnished (whether in writing or orally)
        by or
        on behalf of any Loan Party to the Administrative Agent or any Lender in
        connection with the transactions contemplated hereby and the negotiation
        of this
        Agreement or delivered hereunder or under any other Loan Document (in each
        case
        as modified or supplemented by other information so furnished) contains any
        material misstatement of fact or omits to state any material fact necessary
        to
        make the statements therein, in the light of the circumstances under which
        they
        were made, not misleading; provided
        that,
        with respect to projected financial information, the Borrowers represent
        only
        that such information was prepared in good faith based upon assumptions believed
        to be reasonable at the time.

       

      
        
          
          

        

        
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      5.16.  Compliance
        with Laws.
        Each
        Loan Party and each Subsidiary thereof is in compliance in all material respects
        with the requirements of all Laws and all orders, writs, injunctions and
        decrees
        applicable to it or to its properties, except in such instances in which
        (a)
        such requirement of Law or order, writ, injunction or decree is being contested
        in good faith by appropriate proceedings diligently conducted or (b) the
        failure
        to comply therewith, either individually or in the aggregate, could not
        reasonably be expected to have a Material Adverse Effect.

       

      5.17.  Intellectual
        Property; Licenses, Etc.
        Each
        Loan Party and each of its Subsidiaries own, or possess the right to use,
        all of
        the trademarks, service marks, trade names, copyrights, patents, patent rights,
        franchises, licenses and other intellectual property rights (collectively,
        “IP
        Rights”)
        that
        are reasonably necessary for the operation of their respective businesses,
        without conflict with the rights of any other Person, and Schedule
        5.17
        sets
        forth a complete and accurate list of all such IP Rights owned or used by
        each
        Loan Party and each of its Subsidiaries. To the best knowledge of the Borrowers,
        no slogan or other advertising device, product, process, method, substance,
        part
        or other material now employed, or now contemplated to be employed, by any
        Loan
        Party or any of its Subsidiaries infringes upon any rights held by any other
        Person. No claim or litigation regarding any of the foregoing is pending
        or, to
        the best knowledge of the Borrowers, threatened, which, either individually
        or
        in the aggregate, could reasonably be expected to have a Material Adverse
        Effect.

       

      5.18.  Solvency.
        Each
        Loan Party is, individually and together with its Subsidiaries on a consolidated
        basis, Solvent.

       

      5.19.  Casualty,
        Etc.
        Neither
        the businesses nor the properties of any Loan Party or any of its Subsidiaries
        are affected by any fire, explosion, accident, strike, lockout or other labor
        dispute, drought, storm, hail, earthquake, embargo, act of God or of the
        public
        enemy or other casualty (whether or not covered by insurance) that, either
        individually or in the aggregate, could reasonably be expected to have a
        Material Adverse Effect.

       

      5.20.  Labor
        Matters. There
        are
        no collective bargaining agreements or Multiemployer Plans covering the
        employees of Holdings or any of its Subsidiaries as of the Closing Date and
        neither Holdings nor any Subsidiary has suffered any strikes, walkouts, work
        stoppages or other material labor difficulty within the last five
        years.

       

      5.21.  Collateral
        Documents. The
        provisions of the Collateral Documents are effective to create in favor of
        the
        Administrative Agent for the benefit of the Secured Parties a legal, valid
        and
        enforceable first priority Lien (subject to Liens permitted by Section
        7.01)
        on all
        right, title and interest of the respective Loan Parties in the Collateral
        described therein. Except for filings completed prior to the Closing Date
        and as
        contemplated hereby and by the Collateral Documents, no filing or other action
        will be necessary to perfect or protect such Liens.

      
        
          
          

        

        
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      5.22.  Not
        “National”; Etc.
        None of
        the Loan Parties or their Subsidiaries is a national of any “designated foreign
        country”, within the meaning of the Foreign Asset Control Regulations or the
        Cuban Asset Control Regulations of the U.S. Treasury Department, 31 C.F.R.,
        Subtitle B, Chapter V, as amended, (the "Foreign
        Assets Control Regulations")
        for
        any regulations or rulings issued thereunder. None of the requesting or
        borrowing of the Loans, the requesting or issuance, extension or renewal
        of any
        Letters of Credit or the use of the proceeds of any thereof will violate
        the
        Trading With the Enemy Act (50 U.S.C. §1 et seq., as amended) (the "Trading
        With the Enemy Act")
        or any
        Foreign Asset Control Regulations or any enabling legislation or executive
        order
        relating thereto (which for the avoidance of doubt shall include, but shall
        not
        be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property
        and Prohibiting Transactions With Persons Who Commit, Threaten to Commit,
        or
        Support Terrorism (66 Fed. Reg. 49079 (2001)) (the "Executive
        Order")
        and
        (b) the Uniting and Strengthening America by Providing Appropriate Tools
        Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)).
        Furthermore, none of the Loan Parties or any of their Subsidiaries or other
        Affiliates (a) is or will become a "blocked person" as described in the
        Executive Order, the Trading With the Enemy Act or the Foreign Assets Control
        Regulations or (b) engages or will engage in any dealings or transactions,
        or be
        otherwise associated, with any such "blocked person;" provided,
        however,
        that a
        Vessel may be located, operated or used in the territorial waters of any
        jurisdiction with respect to which the government of the United States of
        America has issued trade restrictions to the extent that the owner and/or
        operator of the Vessel, (x) as required by applicable law, has obtained all
        required valid and effective licenses and permits from all United States
        governmental authorities permitting the location, operation and/or use of
        such
        Vessel in such jurisdiction and (y) operated such Vessel in strict compliance
        with such licenses and permits, and otherwise in accordance with applicable
        law.

       

      5.23.  Ownership
        of Borrowers.
        All of
        the outstanding capital stock of each of the Borrowers and all other ownership
        interests and rights to acquire ownership interests in the Borrowers is,
        directly or indirectly, owned and controlled by Holdings.

       

      5.24.  Veracity
        of Statements.
        No
        representation, warranty or statement made or certificate, document or financial
        statement provided by any Loan Party or any of Holdings’ Subsidiaries, in or
        pursuant to this Agreement or any Loan Document, or in any other document
        furnished in connection therewith, is untrue or incomplete in any material
        respect or contains any misrepresentation of a material fact or omits to
        state
        any material fact necessary to make any such statement herein or therein
        not
        misleading.

       

      5.25.  Place
        of Business.
        The
        registered office of each Borrower is Trust Company Complex, Ajeltake Road,
        Ajeltake Island, Majuro, Marshall Islands MH 96960. Each Borrower is located
        (within the meaning of Section 9-307 of the UCC) and has its chief executive
        office in the Republic of the Marshall Islands.

       

      5.26.  All
        Subsidiaries.
        The
        Loan Parties (other than Holdings) constitute all of the Subsidiaries of
        Holdings other than the Excluded Subsidiaries.

      
        
          
          

        

        
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      5.27.  Vessels.
        (a)  Schedule
        5.27
        (as the
        same may be amended from time to time with the written consent of the
        Administrative Agent) attached hereto lists (i) the name and hull number
        of each
        Vessel owned by each Loan Party, (ii) the general description and deadweight
        tonnage of such vessel, (iii) the age of such vessel, (iv) the identify of
        the
        current registered owner of such vessel, (v) the purchase price of such vessel,
        (vi) the jurisdiction in which such Vessel is registered, (vii) the
        certification number of such Vessel and the Classification Society providing
        such certification number and (viii) the Fair Market Value of each
        Vessel.

       

      (b)  Each
        such Vessel identified on Schedule
        5.27
        (as the
        same may be amended from time to time with the written consent of the
        Administrative Agent) is: classified in the highest class for vessels of
        the
        same age and type by a Classification Society, as required to be maintained
        in
        order to operate in each type of service performed by such Vessel in Borrowers’
business and is in class without recommendation.

       

      (c)  Each
        Vessel and the use and operation thereof complies with all applicable
        requirements of the maritime laws and regulations of the jurisdiction in
        which
        such Vessel is registered and all international conventions applicable thereto,
        including, without limitation, any applicable citizenship
        requirements.

       

      (d)  Each
        Vessel is covered by hull and machinery, protection and indemnity, war risk,
        loss of earnings and excess liability insurance in accordance with the
        requirements of the applicable Preferred Vessel Mortgage relating
        thereto.

       

      5.28.  Representations
        as to Foreign Obligors.
        Each of
        Holdings, the Borrowers and each other Foreign Obligor represents and warrants
        to the Administrative Agent and the Lenders that:

       

      (a)  Such
        Foreign Obligor is subject to civil and commercial Laws with respect to its
        obligations under this Agreement and the other Loan Documents to which it
        is a
        party (collectively as to such Foreign Obligor, the “Applicable
        Foreign Obligor Documents”),
        and
        the execution, delivery and performance by such Foreign Obligor of the
        Applicable Foreign Obligor Documents constitute and will constitute private
        and
        commercial acts and not public or governmental acts. Neither such Foreign
        Obligor nor any of its property has any immunity from jurisdiction of any
        court
        or from any legal process (whether through service or notice, attachment
        prior
        to judgment, attachment in aid of execution, execution or otherwise) under
        the
        laws of the jurisdiction in which such Foreign Obligor is organized and existing
        in respect of its obligations under the Applicable Foreign Obligor
        Documents.

       

      
        
          
          

        

        
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      (b)  The
        Applicable Foreign Obligor Documents are in proper legal form under the Laws
        of
        the jurisdiction in which such Foreign Obligor is organized and existing
        for the
        enforcement thereof against such Foreign Obligor under the Laws of such
        jurisdiction, and to ensure the legality, validity, enforceability, priority
        or
        admissibility in evidence of the Applicable Foreign Obligor Documents. It
        is not
        necessary to ensure the legality, validity, enforceability, priority or
        admissibility in evidence of the Applicable Foreign Obligor Documents that
        the
        Applicable Foreign Obligor Documents be filed, registered or recorded with,
        or
        executed or notarized before, any court or other authority in the jurisdiction
        in which such Foreign Obligor is organized and existing or that any registration
        charge or stamp or similar tax be paid on or in respect of the Applicable
        Foreign Obligor Documents or any other document, except for (i) any such
        filing,
        registration, recording, execution or notarization as has been made or is
        not
        required to be made until the Applicable Foreign Obligor Document or any
        other
        document is sought to be enforced and (ii) any charge or tax as has been
        timely
        paid.

       

      (c)  There
        is
        no tax, levy, impost, duty, fee, assessment or other governmental charge,
        or any
        deduction or withholding, imposed by any Governmental Authority in or of
        the
        jurisdiction in which such Foreign Obligor is organized and existing either
        (i)
        on or by virtue of the execution or delivery of the Applicable Foreign Obligor
        Documents or (ii) on any payment to be made by such Foreign Obligor pursuant
        to
        the Applicable Foreign Obligor Documents, except as has been disclosed to
        the
        Administrative Agent.

       

      (d)  The
        execution, delivery and performance of the Applicable Foreign Obligor Documents
        executed by such Foreign Obligor are, under applicable foreign exchange control
        regulations of the jurisdiction in which such Foreign Obligor is organized
        and
        existing, not subject to any notification or authorization except (i) such
        as
        have been made or obtained or (ii) such as cannot be made or obtained until
        a
        later date (provided
        that any
        notification or authorization described in clause (ii) shall be made or obtained
        as soon as is reasonably practicable).

       

      
        
          
          

        

        
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      ARTICLE
        VI.  

      AFFIRMATIVE
        COVENANTS

       

      So
        long
        as any Lender shall have any Commitment hereunder, any Loan or other Obligation
        hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
        remain outstanding, each of Holdings (except in the case of the covenant
        set
        forth in Section
        6.05)
        and the
        Borrowers shall, and shall (except in the case of the covenants set forth
        in
Sections
        6.01,
        6.02
        and
6.03)
        cause
        each Subsidiary to:

       

      6.01.  Financial
        Statements.
        Deliver
        to the Administrative Agent and each Lender, in form and detail satisfactory
        to
        the Administrative Agent and the Required Lenders:

       

      (a)  as
        soon
        as available, but in any event within 90 days after the end of each fiscal
        year
        of Holdings (commencing with the fiscal year ending December 31, 2006), a
        consolidated balance sheet of Holdings and its Subsidiaries as at the end
        of
        such fiscal year, and the related consolidated statements of income or
        operations, shareholders’ equity and cash flows for such fiscal year, setting
        forth in each case in comparative form the figures for the previous fiscal
        year,
        all in reasonable detail and prepared in accordance with GAAP, such consolidated
        statements to be audited and accompanied by (i) a report and opinion of a
        Registered Public Accounting Firm of nationally recognized standing reasonably
        acceptable to the Required Lenders, which report and opinion shall be prepared
        in accordance with generally accepted auditing standards and applicable
        Securities Laws and shall not be subject to any “going concern” or like
        qualification or exception or any qualification or exception as to the scope
        of
        such audit or with respect to the absence of any material misstatement and
        (ii)
        if required under Sarbanes-Oxley, an opinion of such Registered Public
        Accounting Firm independently assessing Holdings’ internal controls over
        financial reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB
        Auditing Standard No. 2, and Section 404 of Sarbanes-Oxley expressing a
        conclusion that contains no statement that there is a material weakness in
        such
        internal controls, except for such material weaknesses as to which the Required
        Lenders do not object;

       

      (b)  as
        soon
        as available, but in any event within 45 days after the end of each of the
        first
        three fiscal quarters of each fiscal year of Holdings
        (commencing with the fiscal quarter ending September 30, 2006), a consolidated
        balance sheet of Holdings and its Subsidiaries as at the end of such fiscal
        quarter, and the related consolidated statements of income or operations,
        shareholders’ equity and cash flows for such fiscal quarter and for the portion
        of Holdings’ fiscal year then ended, setting forth in each case in comparative
        form the figures for the corresponding fiscal quarter of the previous fiscal
        year and the corresponding portion of the previous fiscal year, all in
        reasonable detail, certified by the chief executive officer, chief financial
        officer, treasurer or controller of Holdings as fairly presenting the financial
        condition, results of operations, shareholders’ equity and cash flows of
        Holdings and its Subsidiaries in accordance with GAAP, subject only to normal
        year-end audit adjustments and the absence of footnotes;

       

      (c)  [Reserved].

       

      (d)  as
        soon
        as available, but in any event at least 15 days before the end of each fiscal
        year of Holdings, an annual business plan and budget of Holdings and its
        Subsidiaries on a consolidated basis, including forecasts prepared by management
        of Holdings, in form satisfactory to the Administrative Agent and the Required
        Lenders, of consolidated balance sheets and statements of income or operations
        and cash flows of Holdings and its Subsidiaries on a quarterly basis for
        the
        immediately following fiscal year.

      
        
          
          

        

        
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      As
        to any
        information contained in materials furnished pursuant to Section
        6.02(d),
        Holdings shall not be separately required to furnish such information under
        Section
        6.01(a)
        or
(b)
        above,
        but the foregoing shall not be in derogation of the obligation of Holdings
        to
        furnish the information and materials described in Sections
        6.01(a)
        and
(b)
        above at
        the times specified therein.

       

      6.02.  Certificates;
        Other Information.
        Deliver
        to the Administrative Agent and each Lender, in form and detail satisfactory
        to
        the Administrative Agent and the Required Lenders:

       

      (a)  concurrently
        with the delivery of the financial statements referred to in Section 6.01(a),
        a
        certificate of its independent certified public accountants certifying such
        financial statements and stating that in making the examination necessary
        therefor no knowledge was obtained of any Default under the financial covenants
        set forth herein or, if any such Default shall exist, stating the nature
        and
        status of such event;

       

      (b)  concurrently
        with the delivery of the financial statements referred to in Sections 6.01(a)
        and
(b),
        a duly
        completed Compliance Certificate signed by the chief executive officer, chief
        financial officer, treasurer or controller of Holdings, and in the event
        of any
        change in generally accepted accounting principles used in the preparation
        of
        such financial statements, Holdings shall also provide, if necessary for
        the
        determination of compliance with Sections
        6.22 and 7.13,
        a
        statement of reconciliation conforming such financial statements to GAAP
        and
        (ii) a copy of management’s discussion and analysis with respect to such
        financial statements;

       

      (c)  as
        soon
        as available, but in any event within 20 days after the end of each month,
        a
        duly completed Section 7.13(b) Compliance Certificate signed by the chief
        executive officer, chief financial officer, treasurer or controller of Holdings
        demonstrating and evidencing compliance with the financial covenant contained
        in
Section
        7.13(b),
        together with supporting information relating thereto, all in form and substance
        reasonably satisfactory to the Administrative Agent;

       

      (d)  promptly
        after any request by the Administrative Agent or any Lender, copies of any
        detailed audit reports, management letters or recommendations submitted to
        the
        board of directors (or the audit committee of the board of directors) of
        any
        Loan Party by independent accountants in connection with the accounts or
        books
        of any Loan Party or any of its Subsidiaries, or any audit of any of
        them;

       

      (e)  promptly
        after the same are available, copies of each annual report, proxy or financial
        statement or other report or communication sent to the stockholders of Holdings,
        and copies of all annual, regular, periodic and special reports and registration
        statements which Holdings may file or be required to file with the SEC under
        Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any
        national securities exchange, and in any case not otherwise required to be
        delivered to the Administrative Agent pursuant hereto;

       

      (f)  promptly
        after the furnishing thereof, copies of any statement or report furnished
        to any
        holder of debt securities of any Loan Party or of any of its Subsidiaries
        pursuant to the terms of any indenture, loan or credit or similar agreement
        and
        not otherwise required to be furnished to the Lenders pursuant to Section
        6.01
        or any
        other clause of this Section 6.02;

       

      (g)  as
        soon
        as available, but in any event within 30 days after the end of each fiscal
        year
        of Holdings, a report summarizing the insurance coverage (specifying type,
        amount and carrier) in effect for each Loan Party and its Subsidiaries and
        containing such additional information as the Administrative Agent, or any
        Lender through the Administrative Agent, may reasonably specify;

      
        
          
          

        

        
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      (h)  promptly,
        and in any event within five Business Days after receipt thereof by any Loan
        Party or any Subsidiary thereof, copies of each notice or other correspondence
        received from the SEC (or comparable agency in any applicable non-U.S.
        jurisdiction) concerning any investigation or possible investigation or other
        inquiry by such agency regarding financial or other operational results of
        any
        Loan Party or any Subsidiary thereof;

       

      (i)  not
        later
        than five Business Days after receipt thereof by any Loan Party or any
        Subsidiary thereof, copies of all notices, requests and other documents
        (including amendments, waivers and other modifications) so received under
        or
        pursuant to any instrument, indenture, loan or credit or similar agreement
        regarding or related to any breach or default by any party thereto or any
        other
        event that could materially impair the value of the interests or the rights
        of
        any Loan Party or otherwise have a Material Adverse Effect and, from time
        to
        time upon request by the Administrative Agent, such information and reports
        regarding such instruments, indentures and loan and credit and similar
        agreements as the Administrative Agent may reasonably request;

       

      (j)  promptly
        after the assertion or occurrence thereof, notice of any action or proceeding
        against or of any noncompliance by any Loan Party or any of its Subsidiaries
        with any Environmental Law or Environmental Permit or the occurrence of any
        Environmental Incident that could (i) reasonably be expected to have a
        Material Adverse Effect or (ii) cause any property described in the
        Preferred Vessel Mortgages to be subject to any restrictions on ownership,
        occupancy, use or transferability under any Environmental Law;

       

      (k)  as
        soon
        as available, but in any event within 30 days after the end of each fiscal
        year
        of Holdings, (i) a report supplementing Schedules 5.08(c),
        5.08(d)(i)
        and
5.08(d)(ii),
        including an identification of all owned and leased real property disposed
        of by
        any Loan Party or any Subsidiary thereof during such fiscal year, a list
        and
        description (including the street address, county or other relevant
        jurisdiction, state, record owner, book value thereof and, in the case of
        leases
        of property, lessor, lessee, expiration date and annual rental cost thereof)
        of
        all real property acquired or leased during such fiscal year and a description
        of such other changes in the information included in such Schedules as may
        be
        necessary for such Schedules to be accurate and complete; (ii) a report
        supplementing Schedule
        5.17,
        setting
        forth (A) a list of registration numbers for all patents, trademarks, service
        marks, trade names and copyrights awarded to any Loan Party or any Subsidiary
        thereof during such fiscal year and (B) a list of all patent applications,
        trademark applications, service mark applications, trade name applications
        and
        copyright applications submitted by any Loan Party or any Subsidiary thereof
        during such fiscal year and the status of each such application; and (C)
        a
        report supplementing Schedules
        5.08(e)
        and
5.13
        containing a description of all changes in the information included in such
        Schedules as may be necessary for such Schedules to be accurate and complete,
        and (iii) a certificate of Holdings executed by a Responsible Officer
        (other than any attorney-in-fact) setting forth the Fair Market Value of
        each
        Vessel as of such fiscal year end and attaching the most recent Valuation
        made
        pursuant to Section
        6.20
        with
        respect to each Vessel as of such date, together with a supplement to
Schedule
        5.27
        setting
        forth the information required under Section
        5.27,
        such
        certificate and supplement to be in a form reasonably satisfactory to the
        Administrative Agent;

       

      
        
          
          

        

        
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      (l)  the
        Valuations at the times specified in Sections
        2.05(b)(iii),
        2.14
        and
6.20;
        

       

      (m)  concurrently
        with the delivery of any Valuation referred to in Section
        6.02(l),
        a
        Borrowing Base Certificate as of such date, as at the end of such fiscal
        year or
        as of the date of such change, as the case may be, duly certified by the
        chief
        executive officer, chief financial officer, treasurer or controller of the
        Administrative Borrower; and 

       

      (n)  promptly,
        such additional information regarding the business, financial, legal or
        corporate affairs of any Loan Party or any Subsidiary thereof, or compliance
        with the terms of the Loan Documents, as the Administrative Agent or any
        Lender
        may from time to time reasonably request.

       

      Documents
        required to be delivered pursuant to Section
        6.01(a)
        or
(b)
        or
Section 6.02(d)
        (to the
        extent any such documents are included in materials otherwise filed with
        the
        SEC) may be delivered electronically and if so delivered, shall be deemed
        to
        have been delivered on the date (i) on which Holdings posts such documents,
        or
        provides a link thereto on the Borrowers’ website on the Internet at the website
        address listed on Schedule
        11.02;
        or (ii)
        on which such documents are posted on Holdings’ and/or the Borrowers’ behalf on
        an Internet or intranet website, if any, to which each Lender and the
        Administrative Agent have access (whether a commercial, third-party website
        or
        whether sponsored by the Administrative Agent); provided
        that:
        (i) the Borrowers shall deliver paper copies of such documents to the
        Administrative Agent or any Lender that requests the Borrowers to deliver
        such
        paper copies until a written request to cease delivering paper copies is
        given
        by the Administrative Agent or such Lender and (ii) the Borrowers shall notify
        the Administrative Agent and each Lender (by telecopier or electronic mail)
        of
        the posting of any such documents and provide to the Administrative Agent
        by
        electronic mail electronic versions (i.e.,
        soft
        copies) of such documents. Notwithstanding anything contained herein, in
        every
        instance the Borrowers shall be required to provide paper copies of the
        Compliance Certificates required by Section
        6.02(b)
        to the
        Administrative Agent. Except for such Compliance Certificates, the
        Administrative Agent shall have no obligation to request the delivery or
        to
        maintain copies of the documents referred to above, and in any event shall
        have
        no responsibility to monitor compliance by the Borrowers with any such request
        for delivery, and each Lender shall be solely responsible for requesting
        delivery to it or maintaining its copies of such documents.

       

      Holdings
        and the Borrowers hereby acknowledge that (a) the Administrative Agent and/or
        the Arranger will make available to the Lenders and the L/C Issuer materials
        and/or information provided by or on behalf of the Borrowers hereunder
        (collectively, “Borrower
        Materials”)
        by
        posting the Borrower Materials on IntraLinks or another similar electronic
        system (the “Platform”)
        and
        (b) certain of the Lenders may be “public-side” Lenders (i.e.,
        Lenders
        that do not wish to receive material non-public information with respect
        to the
        Borrowers or their securities) (each, a “Public
        Lender”).
        Each
        Borrower hereby agrees that so long as such Borrower is the issuer of any
        outstanding debt or equity securities that are registered or issued pursuant
        to
        a private offering or is actively contemplating issuing any such securities
        it
        will use commercially reasonable efforts to identify that portion of the
        Borrower Materials that may be distributed to the Public Lenders and that
        (w)
        all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently
        on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” such
        Borrower shall be deemed to have authorized the Administrative Agent, the
        Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials
        as not
        containing any material non-public information (although it may be sensitive
        and
        proprietary) with respect to such Borrower or its securities for purposes
        of
        United States Federal and state securities laws (provided,
        however,
        that to
        the extent such Borrower Materials constitute Information, they shall be
        treated
        as set forth in Section
        11.07);
        (y)
        all Borrower Materials marked “PUBLIC” are permitted to be made available
        through a portion of the Platform designated “Public Investor;” and (z) the
        Administrative Agent and the Arranger shall be entitled to treat any Borrower
        Materials that are not marked “PUBLIC” as being suitable only for posting on a
        portion of the Platform not designated “Public Investor.”

      
        
          
          

        

        
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      6.03.  Notices.
        Promptly notify the Administrative Agent and each Lender:

       

      (a)  of
        the
        occurrence of any Default;

       

      (b)  of
        any
        default (howsoever defined) under or any expiration, termination, renewal
        (whether automatic or otherwise) or amendment of any documents with respect
        to
        any Philippine Charter;

       

      (c)  of
        any
        matter that has resulted or could reasonably be expected to result in a Material
        Adverse Effect, including (i) breach or non-performance of, or any default
        under, a Contractual Obligation of any Loan Party or any Subsidiary thereof;
        (ii) any dispute, litigation, investigation, proceeding or suspension between
        any Loan Party or any Subsidiary thereof and any Governmental Authority;
        or
        (iii) the commencement of, or any material development in, any litigation
        or
        proceeding affecting any Loan Party or any Subsidiary thereof, including
        pursuant to any applicable Environmental Laws;

       

      (d)  of
        the
        occurrence of any ERISA Event;

       

      (e)  of
        any
        material change in accounting policies or financial reporting practices by
        any
        Loan Party or any Subsidiary thereof;

       

      (f)  of
        the
        determination by the Registered Public Accounting Firm providing the opinion
        required under Section
        6.01(a)(ii)
        (in
        connection with its preparation of such opinion) or Holdings’ determination at
        any time of the occurrence or existence of any Internal Control Event;
        and

       

      (g)  of
        the
        occurrence of any Disposition of any Vessel or Event of Loss for which the
        Borrowers are required to make a mandatory prepayment pursuant to Section 2.05.

       

      Each
        notice pursuant to Section
        6.03
        (other
        than Section
        6.03(f)
        or
(g))
        shall
        be accompanied by a statement of a Responsible Officer (other than any
        attorney-in-fact) of the Borrowers setting forth details of the occurrence
        referred to therein and stating what action the Borrowers have taken and
        proposes to take with respect thereto. Each notice pursuant to Section
        6.03(a)
        shall
        describe with particularity any and all provisions of this Agreement and
        any
        other Loan Document that have been breached.

       

      
        
          
          

        

        
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      6.04.  Payment
        of Obligations.
        Pay and
        discharge as the same shall become due and payable, all its obligations and
        liabilities, including (a) all tax liabilities, assessments and governmental
        charges or levies upon it or its properties or assets, unless the same are
        being
        contested in good faith by appropriate proceedings diligently conducted and
        adequate reserves in accordance with GAAP are being maintained by Holdings
        or
        such Subsidiary; (b) all lawful claims which, if unpaid, would by law become
        a
        Lien upon its property; and (c) all Indebtedness, as and when due and payable,
        but subject to any subordination provisions contained in any instrument or
        agreement evidencing such Indebtedness.

       

      6.05.  Preservation
        of Existence, Etc.
        (a)  Preserve, renew and maintain in full force and effect its legal
        existence and good standing under the Laws of the jurisdiction of its
        organization except in a transaction permitted by Section
        7.04
        or
7.05;
        (b)
        take all reasonable action to maintain all rights, privileges, permits, licenses
        and franchises necessary or desirable in the normal conduct of its business,
        except to the extent that failure to do so could not reasonably be expected
        to
        have a Material Adverse Effect; and (c) preserve or renew all of its registered
        patents, trademarks, trade names and service marks, the non-preservation
        of
        which could reasonably be expected to have a Material Adverse
        Effect.

       

      6.06.  Maintenance
        of Properties.
        (a)
        Maintain, preserve and protect all of its material properties and equipment
        necessary in the operation of its business in good working order and condition,
        ordinary wear and tear excepted; (b) make all necessary repairs thereto and
        renewals and replacements thereof except where the failure to do so could
        not
        reasonably be expected to have a Material Adverse Effect; and (c) use the
        standard of care typical in the industry in the operation and maintenance
        of its
        facilities.

       

      6.07.  Maintenance
        of Insurance.
        Maintain with financially sound and reputable insurance companies not Affiliates
        of Holdings, insurance (including, without limitation, protection and indemnity
        insurance) with respect to its properties and business against loss or damage
        of
        the kinds customarily insured against by Persons engaged in the same or similar
        business, of such types and in such amounts (after giving effect to any
        self-insurance compatible with the following standards) as are customarily
        carried under similar circumstances by such other Persons and providing for
        not
        less than 30 days’ prior notice to the Administrative Agent of termination,
        lapse or cancellation of such insurance.

       

      6.08.  Compliance
        with Laws.
        Comply
        in all material respects with the requirements of all Laws (including all
        Environmental Laws, the ISM Code and the ISPS Code) and all orders, writs,
        injunctions and decrees applicable to it or to its business or property,
        except
        in such instances in which (a) such requirement of Law or order, writ,
        injunction or decree is being contested in good faith by appropriate proceedings
        diligently conducted; or (b) the failure to comply therewith could not
        reasonably be expected to have a Material Adverse Effect.

      
        
          
          

        

        
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      6.09.  Books
        and Records.
        (a)
        Maintain proper books of record and account, in which full, true and correct
        entries in conformity with GAAP consistently applied shall be made of all
        financial transactions and matters involving the assets and business of Holdings
        or such Subsidiary, as the case may be; and (b) maintain such books of record
        and account in material conformity with all applicable requirements of any
        Governmental Authority having regulatory jurisdiction over Holdings or such
        Subsidiary, as the case may be.

       

      6.10.  Inspection
        Rights.
        Permit
        representatives and independent contractors of the Administrative Agent and
        each
        Lender to visit and inspect any of its properties, to examine its corporate,
        financial and operating records, and make copies thereof or abstracts therefrom,
        and to discuss its affairs, finances and accounts with its directors, officers,
        and independent public accountants, all at the expense of the Borrowers and
        at
        such reasonable times during normal business hours and as often as may be
        reasonably desired, upon reasonable advance notice to the Borrowers;
provided,
        however,
        that
        when an Event of Default exists the Administrative Agent or any Lender (or
        any
        of their respective representatives or independent contractors) may do any
        of
        the foregoing at the expense of the Borrowers at any time during normal business
        hours and without advance notice.

       

      6.11.  Use
        of Proceeds.
        Use the
        proceeds of the Credit Extensions for (i) general corporate purposes not
        in
        contravention of any Law or of any Loan Document (ii) to refinance the Existing
        Credit Agreements and (iii) to finance Permitted Vessel
        Acquisitions.

       

      6.12.  Covenant
        to Guarantee Obligations and Give Security.
        (a)
        Upon the
        formation or acquisition of any direct or indirect Subsidiary (other than
        any
        Excluded Subsidiary which is addressed in clause
        (c)
        below
        but subject to Section
        2.14
        hereof)
        by any Loan Party, then the Borrowers shall, at the Borrowers’
expense:

       

      (i)  promptly,
        and in any event within five (5) days after such formation or acquisition,
        (A)
        cause such Subsidiary, and cause each direct and indirect parent of such
        Subsidiary (if it has not already done so), to duly execute and deliver to
        the
        Administrative Agent a guaranty or guaranty supplement, in form and substance
        satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’
obligations under the Loan Documents, and (B) furnish to the Administrative
        Agent (x) documentation of the type described in Sections 4.01(a)(viii)
        and
(ix)
        and (y)
        a description of the real and personal properties of such Subsidiary (including
        any vessels owned by such Subsidiary), in detail satisfactory to the
        Administrative Agent,

       

      (ii)  promptly,
        but in any event, within 10 days after such formation or acquisition, (A)
        cause
        such Subsidiary and each direct and indirect parent of such Subsidiary (if
        it
        has not already done so) to duly execute and deliver to the Administrative
        Agent
        the applicable Collateral Documents and other security and pledge agreements,
        as
        specified by and in form and substance satisfactory to the Administrative
        Agent
        (including delivery of all Securities Collateral in and of such Subsidiary,
        and
        other instruments of the type specified in Section
        4.01(a)(iii)),
        securing payment of all the Obligations of such Subsidiary or such parent,
        as
        the case may be, under the Loan Documents and constituting Liens on all such
        real and personal properties and (B) cause such Subsidiary and each direct
        and
        indirect parent of such Subsidiary (if it has not already done so) to take
        whatever action (including the recording of Preferred Vessel Mortgages, the
        filing of Uniform Commercial Code financing statements (or the equivalent
        in any
        foreign jurisdiction), the giving of notices and the endorsement of notices
        on
        title documents) may be necessary or advisable in the opinion of the
        Administrative Agent to vest in the Administrative Agent (or in any
        representative of the Administrative Agent designated by it) valid and
        subsisting Liens on the properties purported to be subject to the Collateral
        Documents and security and pledge agreements delivered pursuant to this
Section 6.12,
        enforceable against all third parties in accordance with their
        terms,

      
        
          
          

        

        
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      (iii)  within
        10
        days after such formation or acquisition, deliver to the Administrative Agent,
        upon the request of the Administrative Agent in its sole discretion, a signed
        copy of a favorable opinion, addressed to the Administrative Agent and the
        other
        Secured Parties, of counsel for the Loan Parties acceptable to the
        Administrative Agent as to the matters contained in clauses (i)
        and
(ii)
        above,
        and as to such other matters as the Administrative Agent may reasonably request,
        and

       

      (iv)  as
        promptly as practicable after such formation or acquisition, deliver, upon
        the
        request of the Administrative Agent in its sole discretion, to the
        Administrative Agent with respect to each parcel of real property owned or
        held
        by the entity that is the subject of such formation or acquisition title
        reports, surveys and engineering, soils and other reports, and environmental
        assessment reports, each in scope, form and substance satisfactory to the
        Administrative Agent, provided,
        however,
        that to
        the extent that any Loan Party or any of its Subsidiaries shall have otherwise
        received any of the foregoing items with respect to such real property, such
        items shall, promptly after the receipt thereof, be delivered to the
        Administrative Agent.

       

      (b)  Upon
        the
        acquisition of any Vessel or any other property by any Loan Party (other
        than a
        vessel that is not a Vessel), if such property, in the judgment of the
        Administrative Agent, shall not already be subject to a perfected first priority
        security interest in favor of the Administrative Agent for the benefit of
        the
        Secured Parties, then the Borrowers shall, at the Borrowers’
expense:

       

      (i)  within
        5
        days after such acquisition, furnish to the Administrative Agent a description
        of the property so acquired (which description shall include, in the case
        of a
        Vessel, (i) the name and hull number of each Vessel owned by such Loan Party,
        (ii) the general description and deadweight tonnage of such vessel, (iii)
        the
        age of such vessel, (iv) the identify of the current registered owner of
        such
        vessel, (v) the purchase price of such vessel, (vi) the jurisdiction in which
        such Vessel is registered, (vii) the certification number of such Vessel
        and the
        Classification Society providing such certification number, (viii) the Fair
        Market Value of such Vessel and (ix) such other information reasonably requested
        by the Administrative Agent) in detail satisfactory to the Administrative
        Agent,

       

      (ii)  within
        10
        days after such acquisition, (A) cause the applicable Loan Party to duly
        execute
        and deliver to the Administrative Agent a Preferred Vessel Mortgage, other
        Vessel Collateral Documents and any applicable Collateral Documents (as
        applicable and, in the case of a Vessel, including, without limitation,
        documents and information of the type described in Section
        4.01(a)(iv))
        and
        other security and pledge agreements, as specified by and in form and substance
        satisfactory to the Administrative Agent, securing payment of all the
        Obligations of the applicable Loan Party under the Loan Documents and
        constituting Liens on all such properties and (B) cause the applicable Loan
        Party to take whatever action (including the recording of mortgages, recording
        of Preferred Vessel Mortgages, the filing of Uniform Commercial Code financing
        statements (or the equivalent in any foreign jurisdiction), the giving of
        notices and the endorsement of notices on title documents) may be necessary
        or
        advisable in the opinion of the Administrative Agent to vest in the
        Administrative Agent (or in any representative of the Administrative Agent
        designated by it) valid and subsisting Liens on such property, enforceable
        against all third parties,

      
        
          
          

        

        
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      (iii)  within
        10
        days after such acquisition, deliver to the Administrative Agent, upon the
        request of the Administrative Agent in its sole discretion, a signed copy
        of a
        favorable opinion, addressed to the Administrative Agent and the other Secured
        Parties, of counsel for the Loan Parties acceptable to the Administrative
        Agent
        as to the matters contained in clause (ii)
        above
        and as to such other matters as the Administrative Agent may reasonably request,
        and

       

      (iv)  as
        promptly as practicable after any acquisition of a real property, deliver,
        upon
        the request of the Administrative Agent in its sole discretion, to the
        Administrative Agent with respect to such real property title reports, surveys
        and engineering, soils and other reports, and environmental assessment reports,
        each in scope, form and substance satisfactory to the Administrative Agent,
        provided,
        however,
        that to
        the extent that any Loan Party or any of its Subsidiaries shall have otherwise
        received any of the foregoing items with respect to such real property, such
        items shall, promptly after the receipt thereof, be delivered to the
        Administrative Agent,

       

      (c)  Subsequent
        to the formation or acquisition of any direct or indirect Subsidiary that
        is an
        Excluded Subsidiary by any Loan Party, then the Borrowers shall, at the
        Borrowers’ expense:

       

      (i)  no
        later
        than twenty (20) days prior to the consummation of any Permitted Vessel
        Acquisition, (A) cause the applicable Excluded Subsidiary to duly execute
        and
        deliver to the Administrative Agent a Guaranty in form and substance
        satisfactory to the Administrative Agent and (B) cause the applicable Loan
        Party
        to deliver to the Administrative Agent any Securities Collateral in such
        Excluded Subsidiary and any Pledged Debt with respect to such Excluded
        Subsidiary, and

       

      (ii)  no
        later
        than twenty (20) days prior to the consummation of any Permitted Vessel
        Acquisition, deliver to the Administrative Agent, upon the request of the
        Administrative Agent in its sole discretion, a signed copy of a favorable
        opinion, addressed to the Administrative Agent and the other Secured Parties,
        of
        counsel for the Loan Parties acceptable to the Administrative Agent as to
        the
        matters contained in clause (i)
        above
        and as to such other matters as the Administrative Agent may reasonably
        request.

       

      Notwithstanding
        the foregoing to the contrary, if simultaneously with the consummation of
        a
        Permitted Vessel Acquisition by any Excluded Subsidiary such Excluded Subsidiary
        incurs any Permitted New Vessel Construction Indebtedness permitted under
        Section
        7.02(g)
        or
        incurs any Indebtedness in connection with any Permitted Vessel Acquisition
        permitted under Section
        7.02(f),
        such
        Excluded Subsidiary and such Loan Party shall not be required to execute
        and/or
        deliver the documents set forth in this clause
        (c).

      
        
          
          

        

        
          98

          
            

          

        

        
          
          

        

      

      (d)  Upon
        the
        request of the Administrative Agent following the occurrence and during the
        continuance of a Default, the Borrowers shall, at the Borrowers’
expense:

       

      (i)  within
        10
        days after such request, furnish to the Administrative Agent a description
        of
        any Vessel, the real and personal properties of the Loan Parties and their
        respective Subsidiaries in detail satisfactory to the Administrative
        Agent,

       

      (ii)  within
        15
        days after such request, duly execute and deliver, and cause each Loan Party
        (if
        it has not already done so) to duly execute and deliver, to the Administrative
        Agent any applicable Collateral Documents and other security and pledge
        agreements, as specified by and in form and substance satisfactory to the
        Administrative Agent (including delivery of all Securities Collateral and
        Pledged Debt in and of such Subsidiary, and other instruments of the type
        specified in Section
        4.01(a)(iii)),
        securing payment of all the Obligations of the applicable Loan Party under
        the
        Loan Documents and constituting Liens on all such properties,

       

      (iii)  within
        30
        days after such request, take, and cause each Loan Party to take, whatever
        action (including the recording of Preferred Vessel Mortgages, the filing
        of
        Uniform Commercial Code financing statements (or the equivalent in any foreign
        jurisdiction), the giving of notices and the endorsement of notices on title
        documents) may be necessary or advisable in the opinion of the Administrative
        Agent to vest in the Administrative Agent (or in any representative of the
        Administrative Agent designated by it) valid and subsisting Liens on the
        properties purported to be subject to applicable Collateral Documents and
        security and pledge agreements delivered pursuant to this Section 6.12,
        enforceable against all third parties in accordance with their
        terms,

       

      (iv)  within
        60
        days after such request, deliver to the Administrative Agent, upon the request
        of the Administrative Agent in its sole discretion, a signed copy of a favorable
        opinion, addressed to the Administrative Agent and the other Secured Parties,
        of
        counsel for the Loan Parties acceptable to the Administrative Agent as to
        the
        matters contained in clauses (ii)
        and
        (iii)
        above,
        and as to such other matters as the Administrative Agent may reasonably request,
        and

       

      (v)  as
        promptly as practicable after such request, deliver, upon the request of
        the
        Administrative Agent in its sole discretion, to the Administrative Agent
        with
        respect to each parcel of real property owned or held by the Borrowers and
        their
        Subsidiaries, title reports, surveys and engineering, soils and other reports,
        and environmental assessment reports, each in scope, form and substance
        satisfactory to the Administrative Agent, provided,
        however,
        that to
        the extent that any Loan Party or any of its Subsidiaries shall have otherwise
        received any of the foregoing items with respect to such real property, such
        items shall, promptly after the receipt thereof, be delivered to the
        Administrative Agent.

      
        
          
          

        

        
          99

          
            

          

        

        
          
          

        

      

      (e)  At
        any
        time upon request of the Administrative Agent, promptly execute and deliver
        any
        and all further instruments and documents and take all such other action
        as the
        Administrative Agent may deem necessary or desirable in obtaining the full
        benefits of, or (as applicable) in perfecting and preserving the Liens of,
        such
        guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages,
        leasehold mortgages, leasehold deeds of trust, any applicable Collateral
        Documents and other security and pledge agreements.

       

      6.13.  Compliance
        with Environmental Laws.
        Comply,
        and cause all lessees and other Persons operating or occupying its properties
        to
        comply, in all material respects, with all applicable Environmental Laws
        and
        Environmental Permits; obtain and renew all Environmental Permits necessary
        for
        its operations and properties; and conduct any investigation, study, sampling
        and testing, and undertake any cleanup, removal, remedial or other action
        necessary to remove and clean up all Hazardous Materials from any of its
        properties, in accordance with the requirements of all Environmental Laws;
        provided,
        however,
        that
        neither the Borrowers nor any of their Subsidiaries shall be required to
        undertake any such cleanup, removal, remedial or other action to the extent
        that
        its obligation to do so is being contested in good faith and by proper
        proceedings and appropriate reserves are being maintained with respect to
        such
        circumstances in accordance with GAAP.

       

      6.14.  Preparation
        of Environmental Reports.
        At the
        request of the Required Lenders from time to time, provide to the Lenders
        within
        60 days after such request, at the expense of the Borrowers, an
        environmental site assessment report for any of its properties described
        in such
        request, prepared by an environmental consulting firm acceptable to the
        Administrative Agent, indicating the presence or absence of Hazardous Materials
        and the estimated cost of any compliance, removal or remedial action in
        connection with any Hazardous Materials on such properties; without limiting
        the
        generality of the foregoing, if the Administrative Agent determines at any
        time
        that a material risk exists that any such report will not be provided within
        the
        time referred to above, the Administrative Agent may retain an environmental
        consulting firm to prepare such report at the expense of the Borrowers, and
        the
        Borrowers hereby grant and agree to cause any Subsidiary that owns any property
        described in such request to grant at the time of such request to the
        Administrative Agent, the Lenders, such firm and any agents or representatives
        thereof an irrevocable non-exclusive license, subject to the rights of tenants,
        to enter onto their respective properties to undertake such an
        assessment.

       

      6.15.  Further
        Assurances.
        Promptly upon request by the Administrative Agent, or any Lender through
        the
        Administrative Agent, (a) correct any material defect or error that may be
        discovered in any Loan Document or in the execution, acknowledgment, filing
        or
        recordation thereof, and (b) do, execute, acknowledge, deliver, record,
        re-record, file, re-file, register and re-register any and all such further
        acts, deeds, certificates, assurances and other instruments as the
        Administrative Agent, or any Lender through the Administrative Agent, may
        reasonably require from time to time in order to (i) carry out more effectively
        the purposes of the Loan Documents, (ii) to the fullest extent permitted
        by
        applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties,
        assets, rights or interests to the Liens now or hereafter intended to be
        covered
        by any of the Collateral Documents, (iii) perfect and maintain the validity,
        effectiveness and priority of any of the Collateral Documents and any of
        the
        Liens intended to be created thereunder and (iv) assure, convey, grant, assign,
        transfer, preserve, protect and confirm more effectively unto the Secured
        Parties the rights granted or now or hereafter intended to be granted to
        the
        Secured Parties under any Loan Document or under any other instrument executed
        in connection with any Loan Document to which any Loan Party or any of its
        Subsidiaries is or is to be a party, and cause each of its Subsidiaries to
        do
        so.

      
        
          
          

        

        
          100

          
            

          

        

        
          
          

        

      

      6.16.  Charters.
        Perform
        and observe all the terms and provisions of each Charter to be performed
        or
        observed by it, maintain each such Charter in full force and effect, enforce
        each such Charter in accordance with its terms, take all such action to such
        end
        as may be from time to time requested by the Administrative Agent and, upon
        request of the Administrative Agent, make to each other party to each such
        Charter such demands and requests for information and reports or for action
        as
        any Loan Party or any of its Subsidiaries is entitled to make under such
        Charter, and cause each of its Subsidiaries to do so, and ensure that the
        Administrative Agent has at all times a first priority perfected Lien on
        such
        Charter pursuant to the Charter Assignment.

       

      6.17.  Lien
        and Title Searches. Promptly
        following receipt of the acknowledgment copy of any financing statements
        filed
        under the Uniform Commercial Code in any jurisdiction by or on behalf of
        the
        Secured Parties or any title search results on any Vessels, deliver to the
        Administrative Agent completed requests for information listing such financing
        statement or title search results and all other effective financing statements
        and title results filed in such jurisdiction that name any Loan Party as
        debtor,
        together with copies of such other financing statements and title search
        results.

       

      6.18.  Charters
        of Excluded Subsidiaries.
        Holdings
        and the Borrowers shall, and shall cause each of their respective Subsidiaries
        to, cause each Excluded Subsidiary to bareboat charter any vessel that is
        not a
        Vessel hereunder and owned by such Excluded Subsidiary to a Philippine Charterer
        and to cause such Philippine Charterer to thereafter time charter such vessel
        to
        a Loan Party, provided,
        that in
        the event that such Excluded Subsidiary acquires such vessel subject to an
        existing bareboat charter or time charter with a Person that is not a Loan
        Party
        or other Affiliate or a Philippine Charterer as provided herein, the Excluded
        Subsidiary may maintain such charter in effect for its original term (and
        any
        existing renewal option provided in such charter as in effect on the date
        of
        such acquisition of the affected vessel by such Excluded Subsidiary). Such
        charter arrangements (other than those referred to in the proviso above)
        shall
        be subject to a charter party, the terms of which are substantially consistent
        with the terms of then existing Charters and are consistent with past practices.
        The Administrative Borrower shall, promptly upon the entering into any such
        charter agreement, deliver to the Administrative Agent, copies, certified
        to be
        true and correct, of such charter parties.

       

      6.19.  [Reserved].

       

      6.20.  Valuations
        and Inspections.
        The
        Borrowers shall cause the Appraiser to deliver to the Administrative Agent
        a
        Valuation of each Vessel not later than the fifth day following each anniversary
        of the Closing Date and promptly upon not less than 30 days’ prior written
        notice from the Administrative Agent to the Borrowers following any Event
        of
        Default, such Valuation to have been conducted within thirty days of such
        anniversary of the Closing Date or such notice, as applicable. The Borrowers
        shall supply to the Administrative Agent and the Appraiser making such Valuation
        such information concerning the Vessels and their condition as the
        Administrative Agent or such Appraiser may require for the purpose of making
        Valuations of the Vessels. The Borrowers shall permit, and shall cause each
        charterer of each Vessel to permit, the Administrative Agent, the Appraiser
        and
        their respective agents and employees to board and inspect each Vessel in
        connection with each such Valuation in case at the risk and as the sole expense
        of the Borrowers.

      
        
          
          

        

        
          101

          
            

          

        

        
          
          

        

      

      6.21.  Recognition
        by Philippine Maritime Industry Authority; Etc.
        Each
        Loan Party shall (i) deliver to the Administrative Agent, not later than
        60
        days following
        the Closing Date and following the date of delivery of any Vessel which
        constitutes a Permitted Vessel Acquisition, evidence acceptable to the
        Administrative Agent that the Philippine Maritime Industry Authority shall
        have
        recognized that title to the Vessel financed or refinanced with the proceeds
        of
        the Borrowing made on such funding date, and the status of the Preferred
        Vessel
        Mortgage with respect such Vessel, are governed by the Republic of Panama
        or
        such other authority as the underlying registry, (ii) cause a precautionary
        notice of the Preferred Vessel Mortgage with respect to such Vessel to be
        made
        in the bareboat registry of the Philippine Maritime Industry Authority in
        form
        and substance acceptable to the Administrative Agent
        and
        (iii) cause any existing precautionary notices of any preferred vessel mortgages
        arising under any of the Existing Credit Agreements to be terminated in the
        bareboat registry of the Philippine Maritime Industry Authority in form and
        substance acceptable to the Administrative Agent.

       

      6.22.  Obligor
        Group Requirement.
        Holdings and its Subsidiaries shall remain in compliance with the Obligor
        Group
        Requirement at all times and shall take all steps necessary or reasonably
        required by the Administrative Agent to demonstrate and/or ensure compliance
        with this Section
        6.22.

       

      6.23.  Concerning
        the Vessels.
        (a)  Each
        of the Loan Parties shall at all times operate each Vessel in compliance
        in all
        respects with all applicable governmental rules, regulations and requirements
        pertaining to such Vessels and in compliance in all respects with all rules,
        regulations and requirements of the applicable Classification Society. The
        Borrowers shall keep each Vessel registered under the laws of the Republic
        of
        Panama and Republic of Liberia and furnish to the Administrative Agent copies
        of
        all renewals and extensions thereof.

       

      (b)  Loan
        Parties shall maintain each Vessel classed in the highest available class
        with a
        Classification Society, without recommendations or exceptions of any kind
        that
        affect such Vessel’s classification and rating by such Classification Society,
        and shall provide the Administrative Agent with a confirmation of class from
        the
        relevant Classification Society upon request. Upon request, the Loan Parties
        shall furnish to the Administrative Agent and the Lenders the certificate
        of
        each Classification Society covering each of the Vessels listed from time
        to
        time on Schedule 5.27
        attached
        hereto no later than thirty (30) days after the end of each fiscal year of
        Holdings.

       

      (c)  Each
        of the Loan Parties shall maintain and cause each of its Subsidiaries to
        maintain, a certified copy of the relevant Preferred Vessel Mortgage, together
        with a notice thereof, aboard each of the Vessels owned by it.

       

      6.24.  Dissolution
        of Entities.
        On or
        prior to the date which is sixty (60) calendar days following the Closing
        Date,
        the Borrowers shall deliver to the Administrative Agent evidence of the
        dissolution of RAS Shipping Company, Limited, Technotrade Limited, Compass
        Chartering Corp. and Azalea Shipping and Chartering, Inc. in form, scope
        and
        substance reasonably satisfactory to the Administrative Agent.

      
        
          
          

        

        
          102

          
            

          

        

        
          
          

        

      

    

    
      ARTICLE
        VII.  

      NEGATIVE
        COVENANTS

       

      So
        long
        as any Lender shall have any Commitment hereunder, any Loan or other Obligation
        hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
        remain outstanding, each of Holdings (except in the case of the covenant
        set
        forth in Section
        7.04
        and
Section
        7.14)
        and the
        Borrowers shall not, nor shall it permit any Subsidiary to, directly or
        indirectly:

       

      7.01.  Liens.
        Create,
        incur, assume or suffer to exist any Lien upon any of its property, assets
        or
        revenues, whether now owned or hereafter acquired, or sign or file or suffer
        to
        exist under the Uniform Commercial Code (or any analogous statute or Law)
        of any
        jurisdiction a financing statement (or the equivalent in any foreign
        jurisdiction) that names Holdings or any of its Subsidiaries as debtor, or
        assign any accounts or other right to receive income, other than the
        following:

       

      (a)  Liens
        pursuant to any Loan Document;

       

      (b)  Liens
        existing on the date hereof and listed on Schedule
        5.08(b)
        and any
        renewals or extensions thereof, provided
        that (i)
        the property covered thereby is not changed, (ii) the amount secured or
        benefited thereby is not increased except as contemplated by Section
        7.02(f),
        (iii)
        the direct or any contingent obligor with respect thereto is not changed,
        and
        (iv) any renewal or extension of the obligations secured or benefited thereby
        is
        permitted by Section
        7.02(f);

       

      (c)  Liens
        for
        taxes not yet due or which are being contested in good faith and by appropriate
        proceedings diligently conducted, if adequate reserves with respect thereto
        are
        maintained on the books of the applicable Person in accordance with
        GAAP;

       

      (d)  carriers’,
        warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
        arising in the ordinary course of business which are not overdue for a period
        of
        more than 30 days or which are being contested in good faith and by appropriate
        proceedings diligently conducted, if adequate reserves with respect thereto
        are
        maintained on the books of the applicable Person;

       

      (e)  pledges
        or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation,
        other than any Lien imposed by ERISA;

       

      
        
          
          

        

        
          103

          
            

          

        

        
          
          

        

      

      (f)  deposits
        to secure the performance of bids, trade contracts and leases (other than
        Indebtedness), statutory obligations, surety and appeal bonds, performance
        bonds
        and other obligations of a like nature incurred in the ordinary course of
        business;

       

      (g)  easements,
        rights-of-way, restrictions and other similar encumbrances affecting real
        property which, in the aggregate, are not substantial in amount, and which
        do
        not in any case materially detract from the value of the property subject
        thereto or materially interfere with the ordinary conduct of the business
        of the
        applicable Person;

       

      (h)  Liens
        securing judgments for the payment of money not constituting an Event of
        Default
        under Section
        8.01(h);
        and


       

      (i)  Liens
        securing Permitted New Vessel Construction Indebtedness permitted under
Section
        7.02(g);
        provided
        that
        such Liens do not at any time encumber any property other than the vessels
        financed by such Indebtedness, any insurance proceeds and earnings arising
        directly from such vessels and any proceeds of claims held by such Excluded
        Subsidiary arising directly from the use and ownership of such
        vessel;

       

      (j)  Liens
        securing Indebtedness in respect of Permitted Vessel Acquisitions permitted
        under Section
        7.02(f);
        provided
        that
        such Liens do not at any time encumber any property other than the property
        financed by such Indebtedness, any insurance proceeds and earnings arising
        directly from such vessels and any proceeds of claims held by such Excluded
        Subsidiary arising directly from the use and ownership of such
        vessel;

       

      (k)  Liens
        on
        Vessels permitted under the Preferred Vessel Mortgages, and in respect of
        any
        Limited Guarantors and Subsidiaries of Holdings that are not Loan Parties,
        Liens
        on vessels not constituting Vessels for wages of the crew, including the
        Master
        of the vessel relating to the current voyage, for wages of stevedores when
        employed directly by such Subsidiary, operator, the Master, ship’s husband or
        agent of the vessel or for general average or salvage, and liens not covered
        by
        insurance incurred in the ordinary course of business and in existence for
        less
        than sixty days; and

       

      (l)  Liens
        on
        moneys due or to become due to or for the account of any Loan Party (other
        than
        a Borrower and, for the avoidance of doubt, any Limited Guarantor) at any
        time
        arising out of the use or operation of a vessel other than a Vessel and granted
        by such Loan Party to a lender in connection with the financing.

       

      
        
          
          

        

        
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      7.02.  Indebtedness.
        Create,
        incur, assume or suffer to exist any Indebtedness, except:

       

      (a)  obligations
        (contingent or otherwise) existing or arising under any Swap Contract,
provided
        that (i)
        such obligations are (or were) entered into by such Person in the ordinary
        course of business for the purpose of directly mitigating risks associated
        with
        fluctuations in interest rates, foreign exchange rates, or commodity prices
        and
        (ii) such Swap Contract does not contain any provision exonerating the
        non-defaulting party from its obligation to make payments on outstanding
        transactions to the defaulting party;

       

      (b)  Intercompany
        Indebtedness of Holdings or any its Subsidiaries owed to any Subsidiary of
        Holdings, which Indebtedness shall (i) in the case of Indebtedness owed to
        a
        Loan Party (other than a Limited Guarantor), constitute “Pledged Debt” under the
        Security Agreement, (ii) be on terms (including subordination terms) acceptable
        to the Administrative Agent and (iii) be otherwise permitted under the
        provisions of Section
        7.03;

       

      (c)  Indebtedness
        under the Loan Documents;

       

      (d)  Indebtedness
        outstanding on the date hereof and listed on Schedule 7.02
        and any
        refinancings, refundings, renewals or extensions thereof; provided
        that the
        amount of such Indebtedness is not increased at the time of such refinancing,
        refunding, renewal or extension except by an amount equal to a reasonable
        premium or other reasonable amount paid, and fees and expenses reasonably
        incurred, in connection with such refinancing and by an amount equal to any
        existing commitments unutilized thereunder and the direct or any contingent
        obligor with respect thereto is not changed, as a result of or in connection
        with such refinancing, refunding, renewal or extension; and provided,
        still further,
        that
        the terms relating to principal amount, amortization, maturity, collateral
        (if
        any) and subordination (if any), and other material terms taken as a whole,
        of
        any such refinancing, refunding, renewing or extending Indebtedness, and
        of any
        agreement entered into and of any instrument issued in connection therewith,
        are
        no less favorable in any material respect to the Loan Parties or the Lenders
        than the terms of any agreement or instrument governing the Indebtedness
        being
        refinanced, refunded, renewed or extended and the interest rate applicable
        to
        any such refinancing, refunding, renewing or extending Indebtedness does
        not
        exceed the then applicable market interest rate;

       

      (e)  Guarantees
        of (i) Holdings or any other Loan Party in respect of Indebtedness otherwise
        permitted hereunder of Holdings or such Loan Party (other than a Limited
        Guarantor) and (ii) any Loan Party (other than any of the Borrowers) in respect
        of Indebtedness incurred by an Excluded Subsidiary to construct or acquire
        a
        vessel that is not a Vessel hereunder under clause
        (f)
        or
(g)
        of this
Section
        7.02
        and
        entered into by such Loan Party in favor of the lender of such
        Indebtedness;

       

      (f)  Indebtedness
        incurred to finance any
        Permitted Vessel Acquisition,
        provided
        that (i)
        no Default or Event of Default shall have occurred and be continuing or result
        from the incurrence of such Indebtedness, (ii) prior to the incurrence of
        such
        Indebtedness, Holdings demonstrates compliance with the Consolidated Leverage
        Ratio on a trailing twelve month basis as of the most recently completed
        fiscal
        month to the satisfaction of the Administrative Agent, (iii) the aggregate
        amount of such Indebtedness does not exceed the cost or fair market value,
        whichever is lower, of the applicable vessels being so financed and (iv)
        such
        Indebtedness may only be secured by Liens permitted under Section
        7.01(j);

       

      
        
          
          

        

        
          105

          
            

          

        

        
          
          

        

      

      (g)  Permitted
        New Vessel Construction Indebtedness, provided
        that (i)
        the terms and conditions of any such Permitted New Vessel Construction
        Indebtedness shall be reasonably acceptable to the Administrative Agent,
        (ii) no
        Default or Event of Default shall have occurred and be continuing or result
        from
        the incurrence of such Indebtedness, (iii) prior to the incurrence of such
        Indebtedness, Holdings demonstrates compliance with the Consolidated Leverage
        Ratio on a trailing twelve month basis as of the most recently completed
        fiscal
        month to the satisfaction of the Administrative Agent, (iv) the aggregate
        amount
        of such Indebtedness does not exceed the cost or fair market value, whichever
        is
        lower, of the applicable vessels being so financed and (v) such Indebtedness
        may
        only be secured by Liens permitted under Section
        7.01(i);
        and


       

      (h)  so
        long
        as no Default or Event of Default has occurred and is continuing at the time
        of
        incurrence thereof or would result from the incurrence thereof, unsecured
        Indebtedness incurred in the ordinary course of business.

       

      7.03.  Investments.
        Make or
        hold any Investments, except:

       

      (a)  Investments
        held by Holdings and any Subsidiary of Holdings in the form of Cash
        Equivalents;

       

      (b)  advances
        to officers, directors and employees of any Borrower and Subsidiaries in
        an
        aggregate amount not to exceed $250,000 at any time outstanding, for travel,
        entertainment, relocation and analogous ordinary business purposes;

       

      (c)  (i)
        Investments by Holdings and its Subsidiaries in their respective Subsidiaries
        outstanding on the date hereof, (ii) additional Investments by Holdings and
        its
        Subsidiaries in any Loan Party (other than Holdings and any Limited Guarantor),
        and (iii) additional Investments by Subsidiaries of Holdings that are not
        Loan
        Parties in other Subsidiaries that are not Loan Parties; 

       

      (d)  Investments
        consisting of extensions of credit in the nature of accounts receivable or
        notes
        receivable arising from the grant of trade credit in the ordinary course
        of
        business, and Investments received in satisfaction or partial satisfaction
        thereof from financially troubled account debtors to the extent reasonably
        necessary in order to prevent or limit loss;

       

      (e)  Guarantees
        permitted by Section
        7.02;

       

      (f)  Investments
        existing on the date hereof (other than those referred to in Section
        7.03(c)(i))
        and set
        forth on Schedule
        5.08(e);

      
        
          
          

        

        
          106

          
            

          

        

        
          
          

        

      

      (g)  Investments
        by a Borrower or Holdings in Swap Contracts permitted under Section 7.02(a);

       

      (h)  Investments
        by Holdings and its Subsidiaries in joint ventures or in other Persons hereunder
        in an aggregate amount invested from the date hereof not to exceed $10,000,000;
        provided,
        that no
        Default or Event of Default has occurred and is continuing at the time any
        such
        Investment is made;

       

      (i)  Investments
        in Subsidiaries of Holdings to provide funds for construction of up to twelve
        (12) multipurpose tweendeck or bulk carrier shipping vessels, provided
        that (i)
        no Default or Event of Default has occurred and is continuing at the time
        that
        construction of any such vessel is commenced and (ii) any Indebtedness incurred
        in connection with such Investments constitutes Permitted New Vessel
        Construction Indebtedness permitted by Section
        7.02(g)
        and
        (iii) the aggregate amount of such Investments shall not exceed the cost
        or fair
        market value, whichever is lower, of the applicable vessel being so constructed
        less any Permitted New Vessel Construction Indebtedness incurred under
Section
        7.02(g);
        and

       

      (j)  Investments
        in Subsidiaries of Holdings in connection with any Permitted Vessel Acquisition
        in an aggregate amount not to exceed (i) the cost or fair market value,
        whichever is lower, of the applicable vessel being so financed, plus,
        (ii)
        costs necessary, in the reasonable business judgment of the Borrowers, to
        ready
        such vessel for service, less
        (iii)
        any Indebtedness incurred in connection with such Permitted New Vessel
        Acquisition under Section
        7.02(f),
        provided,
        that no
        Default or Event of Default has occurred and is continuing at the time of
        any
        such Investment is made or would result from the making of such
        Investment.

       

      7.04.  Fundamental
        Changes.
        Merge,
        dissolve, liquidate, consolidate with or into another Person, or Dispose
        of
        (whether in one transaction or in a series of transactions) all or substantially
        all of its assets (whether now owned or hereafter acquired) to or in favor
        of
        any Person, except that, so long as no Default exists or would result
        therefrom:

       

      (a)  any
        Subsidiary may merge with (i) any Borrower, provided
        that a
        Borrower shall be the continuing or surviving Person, or (ii) any one or
        more
        other Subsidiaries, provided
        that
        when any wholly-owned Subsidiary is merging with another Subsidiary, such
        wholly-owned Subsidiary shall be the continuing or surviving
        Person;

       

      (b)  any
        Loan
        Party may Dispose of all or substantially all of its assets (upon voluntary
        liquidation or otherwise) to a Borrower or to another Loan Party (other than
        Holdings);

       

      (c)  any
        Subsidiary that is not a Loan Party may dispose of all or substantially all
        its
        assets (including any Disposition that is in the nature of a liquidation)
        to (i)
        another Subsidiary that is not a Loan Party or (ii) to a Loan
        Party;

      
        
          
          

        

        
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      (d)  in
        connection with any acquisition permitted under Section
        7.03,
        any
        Subsidiary of the Borrowers may merge into or consolidate with any other
        Person
        or permit any other Person to merge into or consolidate with it; provided
        that (i)
        the Person surviving such merger shall be a wholly-owned Subsidiary of a
        Borrower and (ii) in the case of any such merger to which any Loan Party
        (other
        than the Borrower) is a party, such Loan Party is the surviving Person;
        and

       

      (e)  so
        long
        as no Default has occurred and is continuing or would result
        therefrom, each
        Borrower and any of its Subsidiaries may merge into or consolidate with any
        other Person or permit any other Person to merge into or consolidate with
        it;
provided,
        however,
        that in
        each case, immediately after giving effect thereto (i) in the case of any
        such
        merger to which a Borrower is a party, such Borrower is the surviving
        corporation and (ii) in the case of any such merger to which any Loan Party
        (other than a Borrower) is a party, such Loan Party is the surviving
        corporation.

       

      7.05.  Dispositions.
        Make
        any Disposition or enter into any agreement to make any Disposition,
        except:

       

      (a)  Dispositions
        of obsolete or worn out property, whether now owned or hereafter acquired,
        in
        the ordinary course of business;

       

      (b)  Dispositions
        of inventory in the ordinary course of business;

       

      (c)  Dispositions
        of equipment or real property to the extent that (i) such property is exchanged
        for credit against the purchase price of similar replacement property or
        (ii)
        the proceeds of such Disposition are reasonably promptly applied to the purchase
        price of such replacement property;

       

      (d)  Dispositions
        of property by any Subsidiary to any Borrower or to a wholly-owned Subsidiary;
        provided
        that if
        the transferor of such property is a Guarantor, the transferee thereof must
        either be a Borrower or a Guarantor; 

       

      (e)  Dispositions
        permitted by Section
        7.04;

       

      (f)  After
        delivery, any Borrower may (i) Dispose of any Vessel it owns, but only if
        (A)
        the Net Cash Proceeds of such Disposition (except in respect of a Disposition
        of
        the Maya Princess so long as no Default or Event of Default has occurred
        and is
        continuing or would result from such Disposition) are applied in accordance
        with
        the provisions of Section
        2.05(b)(i)
        and (B)
        the Disposition of such Vessel is effected pursuant to an arm’s length
        transaction for fair market value, or (ii) lease or charter the Vessel it
        owns
        pursuant to a Philippine Charter acceptable to the Administrative Agent so
        long
        as such lease or such charter is assigned as collateral security to the
        Administrative Agent for the benefit of the Secured Parties pursuant to
        documentation in form and substance satisfactory to the Administrative Agent;
        and

       

      
        
          
          

        

        
          108

          
            

          

        

        
          
          

        

      

      (g)  Disposition
        of assets (including, for the avoidance of doubt, vessels), but only if (A)
        such
        Disposition is effected pursuant to an arm’s length transaction for fair market
        value, and (B) the aggregate book value of all such Dispositions in any fiscal
        year shall not exceed twenty percent (20%) of the book value of the total
        assets
        of Holdings and its Subsidiaries identified on the most recently filed 10-Q
        of
        Holdings.

       

      7.06.  Restricted
        Payments.
        Declare
        or make, directly or indirectly, any Restricted Payment, or incur any obligation
        (contingent or otherwise) to do so, or issue or sell any Equity Interests
        or
        accept any capital contributions, except that, so long as no Default shall
        have
        occurred and be continuing at the time of any action described below or would
        result therefrom:

       

      (a)  each
        Subsidiary may make Restricted Payments to a Borrower, any Subsidiaries of
        a
        Borrower that are Guarantors and any other Person that owns a direct Equity
        Interest in such Subsidiary, ratably according to their respective holdings
        of
        the type of Equity Interest in respect of which such Restricted Payment is
        being
        made;

       

      (b)  any
        Borrower and each Subsidiary may declare and make dividend payments or other
        distributions payable solely in the common stock or other common Equity
        Interests of such Person;
        

       

      (c)  the
        Borrowers may declare and pay cash dividends to Holdings not to exceed an
        amount
        necessary to permit Holdings to pay (i) reasonable and customary corporate
        and
        operating expenses (including reasonable out-of-pocket expenses for legal,
        administrative and accounting services provided by third parties, and
        compensation, benefits and other amounts payable to officers and employees
        in
        connection with their employment in the ordinary course of business and to
        board
        of director observers), (ii) franchise fees or similar taxes and fees required
        to maintain its corporate existence, (iii) its proportionate share of the
        tax
        liability of the affiliated group of corporations that file consolidated
        Federal
        income tax returns (or that file state and local income tax returns on a
        consolidated basis), and (iv) Restricted Payments permitted under paragraph
        (d)
        of this
Section
        7.06;
        and


       

      (d)  so
        long
        as no Default has occurred and is continuing or would result from such
        Restricted Payment, Holdings may declare and make dividend payments or other
        distributions in any fiscal year in an aggregate amount not to exceed 50%
        of
        Consolidated Net Income for the prior fiscal year of Holdings and its
        Subsidiaries; provided
        that
        prior to making any such Restricted Payment, Holdings and its Subsidiaries
        shall
        demonstrate to the reasonable satisfaction of the Administrative Agent
pro
        forma
        compliance with the Consolidated Fixed Charge Coverage Ratio for the most
        recently ended Measurement Period taking into account the making of such
        Restricted Payment and the Administrative Agent shall have received a duly
        completed Compliance Certificate signed by chief executive officer, chief
        financial officer, treasurer or controller of the Holdings evidencing such
        pro
        forma
        compliance (together with supporting calculations in respect
        thereof).

       

      
        
          
          

        

        
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      7.07.  Vessels.
        No
        Borrower shall permit the Vessel it owns to be chartered or sub-chartered
        (A) to
        any Person pursuant to any bareboat charter, except by such Borrower to a
        Philippine Charterer pursuant to a Philippine Charter acceptable to the
        Administrative Agent and that shall have been assigned to the Administrative
        Agent as collateral pursuant to a Multi-Party Agreement with respect to such
        Vessel or (B) to any Person by any Charterer, except pursuant to a Charter
        (1)
        acceptable to the Administrative Agent and that shall have been assigned
        to the
        Administrative Agent as collateral for the obligations of the Borrowers under
        this Agreement and the other Loan Documents pursuant to a Multi-Party Agreement
        or, in the case of the Charter of any Vessel by a Philippine Charterer to
        any
        Person, assigned by such Philippine Charterer to such Borrower pursuant to
        a
        Philippine Assignment and by such Borrower to the Administrative Agent pursuant
        to a Multi-Party Agreement in each case in form and substance acceptable
        to the
        Administrative Agent, (2) to a Person other than Holdings or any of its
        Affiliates that, after giving effect to any renewals or other extensions
        provided there in and in the absence of any early termination, shall or would
        have a term of more than one year, but less than 25 months, provided that,
        not
        later than 60 days after the effectiveness of such Charter, the Borrowers
        shall
        have caused such Charter to be assigned as collateral for the obligations
        of the
        Borrowers under this Agreement and the other Loan Documents pursuant to a
        Multi-Party Agreement or another document in each case in form and substance
        acceptable to the Administrative Agent and a copy of such Charter shall have
        been delivered to the Administrative Agent and (3) to a person other than
        Holdings or any of its Affiliates that, after giving effect to any renewals
        or
        other extensions provided therein and in the absence of any early termination,
        shall or would have a term of one year or less. None of the Obligors shall
        permit any Philippine Charterer to charter any Vessel to any Person other
        than
        Pacific Rim Shipping Corp.

       

      7.08.  Approved
        Manager.
        None of
        the Borrowers shall employ a manager of its Vessel other than an Approved
        Manager, or change the terms and conditions of the management of such Vessel
        other than upon such terms and conditions as the Administrative Agent shall
        approve.

       

      7.09.  Change
        in Nature of Business.
        Engage
        in any material line of business substantially different from those lines
        of
        business conducted by Holdings and its Subsidiaries on the date hereof or
        any
        business substantially related or incidental thereto.

       

      7.10.  Transactions
        with Affiliates.
        Enter
        into any transaction of any kind with any Affiliate of Holdings or any of
        its
        Subsidiaries, whether or not in the ordinary course of business, other than
        on
        fair and reasonable terms substantially as favorable to Holdings or such
        Subsidiary as would be obtainable by Holdings or such Subsidiary at the time
        in
        a comparable arm’s length transaction with a Person other than an
        Affiliate.

       

      7.11.  Burdensome
        Agreements.
        Enter
        into or permit to exist any Contractual Obligation (other than this Agreement
        or
        any other Loan Document) that (a) limits the ability (i) of any Subsidiary
        to
        make Restricted Payments to any Borrower or any Guarantor or to otherwise
        transfer property to or invest in any Borrower or any Guarantor, except for
        any
        agreement in effect (A) on the date hereof and set forth on Schedule
        7.11
        or (B)
        at the time any Subsidiary becomes a Subsidiary of such Borrower, so long
        as
        such agreement was not entered into solely in contemplation of such Person
        becoming a Subsidiary of such Borrower, (ii) of any Subsidiary to Guarantee
        the
        Indebtedness of the Borrowers or (iii) of the Borrowers or any Subsidiary
        to
        create, incur, assume or suffer to exist Liens on property of such Person;
        provided,
        however,
        that
        this clause
        (iii)
        shall
        not prohibit any negative pledge incurred or provided in favor of any holder
        of
        Indebtedness permitted under Section
        7.02(f)
        and
(g)
        solely
        to the extent any such negative pledge relates to the property financed by
        or
        the subject of such Indebtedness; or (b) requires the grant of a Lien to
        secure
        an obligation of such Person if a Lien is granted to secure another obligation
        of such Person.

      
        
          
          

        

        
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      7.12.  Use
        of Proceeds.
        Use the
        proceeds of any Credit Extension, whether directly or indirectly, and whether
        immediately, incidentally or ultimately, to purchase or carry margin stock
        (within the meaning of Regulation U of the FRB) or to extend credit to others
        for the purpose of purchasing or carrying margin stock or to refund indebtedness
        originally incurred for such purpose.

       

      7.13.  Financial
        Covenants.
        

       

      (a)  Minimum
        Consolidated Tangible Net Worth.
        Permit
        Consolidated Tangible Net Worth at any time to be less than the sum of (i)
        $170,000,000, plus
        (ii) an
        amount equal to 75% of the Consolidated Net Income earned in each full fiscal
        quarter ending after June 30, 2006 (with no deduction for a net loss in any
        such
        fiscal quarter) and (iii) an amount equal to 100% of the aggregate increases
        in
        Shareholders’ Equity of Holdings and its Subsidiaries after the date hereof by
        reason of the issuance and sale of Equity Interests of Holdings or any
        Subsidiary (other than issuances to Holdings or a wholly-owned Subsidiary),
        including upon any conversion of debt securities of Holdings into such Equity
        Interests.

       

      (b)  Minimum
        Cash Liquidity.
        For
        each calendar month ending on or after the date hereof, Qualified Cash,
plus
        Availability in an average daily amount during such calendar month not less
        than
        $10,000,000.

       

      (c)  Maximum
        Consolidated Leverage Ratio.
        Permit
        the Consolidated Leverage Ratio at any time during any period of four fiscal
        quarters of Holdings and its Subsidiaries to be greater than
        2.50:1.00.

       

      (d)  Minimum
        Consolidated Fixed Charge Coverage Ratio.
        Permit
        the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal
        quarter
        of Holdings to be less than the ratio set forth below opposite such fiscal
        quarter:

       

      
        	
                Four
                  Fiscal Quarters Ending

              	
                Minimum
                  Consolidated Fixed Charge Coverage Ratio

              
	
                Closing
                  Date through September 30, 2007

              	
                1.40:1.00

              
	
                December
                  31, 2007 and each fiscal quarter thereafter

              	
                1.50:1.00

              


      

      
        
          
          

        

        
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      7.14.  Financing
        Agreements.
        If, on
        or after the date hereof, Holdings or any of its Subsidiaries shall be a
        party
        to any Financing Agreement that shall include any financial covenant,
        undertaking or other provision (or any thereof shall be amended or otherwise
        modified), however expressed and whether stated as a ratio, as a fixed
        threshold, as an event of default or otherwise, of Holdings or any of its
        Subsidiaries and such provision is not contained in this Agreement or would
        be
        more beneficial to such lender(s) than any analogous provision contained
        in this
        Agreement (any such provision, a “Replacement
        Covenant”),
        then
        the Loan Parties shall provide prompt notice thereof to the Administrative
        Agent
        and the Lenders. Thereupon, unless waived in writing by the Administrative
        Agent
        and the Required Lenders within five days of the Administrative Agent’s and the
        Lender’s receipt of such notice, such Replacement Covenant shall be deemed
        incorporated by reference into this Agreement, mutatis mutandis,
        as if
        set forth fully herein, effective as of the later of the date of this Agreement
        and the date when such Replacement Covenant became effective under the such
        Financing Agreement. Thereafter, upon the request of the Administrative Agent,
        the Loan Parties shall enter into any additional agreement or amendment to
        this
        Agreement reasonably requested by the Administrative Agent or the Required
        Lenders evidencing any of the foregoing. Any Replacement Covenant incorporated
        into this Agreement pursuant to this Section
        7.14
        shall
        remain unchanged herein notwithstanding any waiver or subsequent modification
        of
        such Replacement Covenant (unless any such modification itself constitutes
        a
        Replacement Covenant) under the applicable Financing Agreement and shall
        be
        deemed deleted from this Agreement at such time as the applicable Financing
        Agreement shall be terminated and no amounts shall be outstanding or otherwise
        due by Holdings or any of its Subsidiaries thereunder.

       

      7.15.  Amendments
        of Organization Documents, Etc.
        Amend
        any of its Organization Documents.

       

      7.16.  Accounting
        Changes.
        Make
        any change in (a) accounting policies or reporting practices, except as
        required by GAAP, or (b) fiscal year and fiscal quarters.

       

      7.17.  Prepayments,
        Etc. of Indebtedness.
        Prepay,
        redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
        thereof in any manner, or make any payment in violation of any subordination
        terms of, any Indebtedness, except (a) the prepayment of the Credit
        Extensions in accordance with the terms of this Agreement and (b) regularly
        scheduled or required repayments or redemptions of Indebtedness set forth
        in
Schedule
        7.02
        and
        refinancings and refundings of such Indebtedness in compliance with Section
        7.02(g).

       

      7.18.  Holding
        Company.
        In the
        case of Holdings, engage in any business or activity other than (a) the
        ownership of all outstanding Equity Interests in the Borrowers, (b) maintaining
        its corporate existence, (c) participating in tax, accounting and other
        administrative activities as the parent of the consolidated group of companies,
        including the Loan Parties, (d) the execution and delivery of the Loan Documents
        to which it is a party and the performance of its obligations thereunder,
        and
        (e) activities incidental to the businesses or activities described in
clauses
        (a)
        through
(d)
        of this
        Section.

       

      7.19.  Net
        Present Rental Value.
        Permit
        Net Present Rental Value to exceed $40,000,000 at any time.

       

      
        
          
          

        

        
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      ARTICLE
        VIII.  

      EVENTS
        OF DEFAULT AND REMEDIES

       

      8.01.  Events
        of Default.
        Any of
        the following shall constitute an Event of Default:

       

      (a)  Non-Payment.
        The
        Borrowers or any other Loan Party fails to (i) pay when and as required to
        be
        paid herein, any amount of principal of any Loan or any L/C Obligation or
        deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii)
        pay
        within three days after the same becomes due, any interest on any Loan or
        on any
        L/C Obligation, or any fee due hereunder, or (iii) pay within five days after
        the same becomes due, any other amount payable hereunder or under any other
        Loan
        Document; or

       

      (b)  Specific
        Covenants.
        (i) The
        Borrowers or any Loan Party fail to perform or observe any term, covenant
        or
        agreement contained in any of Sections
        6.01,
        6.02,
        6.03,
        6.05,
        6.07,
        6.10,
        6.11,
        6.12,
        6.14,
        6.16,
        6.17,
        6.20,
        6.21,
        6.22,
        6.23
        or
Article
        VII,
        (ii)
        any of the Guarantors fails to perform or observe any term, covenant or
        agreement contained in the Guaranty or (iii) any of the Loan Parties fails
        to
        perform or observe any term, covenant or agreement contained in any Collateral
        Document which it is a party; or

       

      (c)  Other
        Defaults.
        Any
        Loan Party fails to perform or observe any other covenant or agreement (not
        specified in Section
        8.01(a)
        or
(b)
        above
        or, in respect of Holdings, specified in Section
        8.01(o)
        below)
        contained in any Loan Document on its part to be performed or observed and
        such
        failure continues for 30 days; or

       

      (d)  Representations
        and Warranties.
        Any
        representation, warranty, certification or statement of fact made or deemed
        made
        by or on behalf of the Borrowers or any other Loan Party herein, in any other
        Loan Document, or in any document delivered in connection herewith or therewith
        shall be incorrect or misleading when made or deemed made; or

       

      (e)  Cross-Default.
        (i) Any
        Loan Party or any Subsidiary thereof (A) fails to make any payment when due
        (whether by scheduled maturity, required prepayment, acceleration, demand,
        or
        otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness
        hereunder and Indebtedness under Swap Contracts) having an aggregate principal
        amount (including undrawn committed or available amounts and including amounts
        owing to all creditors under any combined or syndicated credit arrangement)
        of
        more than the Threshold Amount, or (B) fails to observe or perform any other
        agreement or condition relating to any such Indebtedness or Guarantee or
        contained in any instrument or agreement evidencing, securing or relating
        thereto, or any other event occurs, the effect of which default or other
        event
        is to cause, or to permit the holder or holders of such Indebtedness or the
        beneficiary or beneficiaries of such Guarantee (or a trustee or agent on
        behalf
        of such holder or holders or beneficiary or beneficiaries) to cause, with
        the
        giving of notice if required, such Indebtedness to be demanded or to become
        due
        or to be repurchased, prepaid, defeased or redeemed (automatically or
        otherwise), or an offer to repurchase, prepay, defease or redeem such
        Indebtedness to be made, prior to its stated maturity, or such Guarantee
        to
        become payable or cash collateral in respect thereof to be demanded; or (ii)
        there occurs under any Swap Contract an Early Termination Date (as defined
        in
        such Swap Contract) resulting from (A) any event of default under such Swap
        Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting
        Party (as defined in such Swap Contract) or (B) any Termination Event (as
        so
        defined) under such Swap Contract as to which a Loan Party or any Subsidiary
        thereof is an Affected Party (as so defined) and, in either event, the Swap
        Termination Value owed by such Loan Party or such Subsidiary as a result
        thereof
        is greater than the Threshold Amount; or

       

      
        
          
          

        

        
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      (f)  Insolvency
        Proceedings, Etc.
        Any
        Loan Party or any Subsidiary thereof institutes or consents to the institution
        of any proceeding under any Debtor Relief Law, or makes an assignment for
        the
        benefit of creditors; or applies for or consents to the appointment of any
        receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
        officer for it or for all or any material part of its property; or any receiver,
        trustee, custodian, conservator, liquidator, rehabilitator or similar officer
        is
        appointed without the application or consent of such Person and the appointment
        continues undischarged or unstayed for 60 calendar days; or any proceeding
        under
        any Debtor Relief Law relating to any such Person or to all or any material
        part
        of its property is instituted without the consent of such Person and continues
        undismissed or unstayed for 60 calendar days, or an order for relief is entered
        in any such proceeding; or

       

      (g)  Inability
        to Pay Debts; Attachment.
        (i) Any
        Loan Party or any Subsidiary thereof becomes unable or admits in writing
        its
        inability or fails generally to pay its debts as they become due, or (ii)
        any
        writ or warrant of attachment or execution or similar process is issued or
        levied against all or any material part of the property of any such Person
        and
        is not released, vacated or fully bonded within 30 days after its issue or
        levy;
        or

       

      (h)  Judgments.
        There
        is entered against any Loan Party or any Subsidiary thereof (i) one or more
        final judgments or orders for the payment of money in an aggregate amount
        (as to
        all such judgments and orders) exceeding the Threshold Amount (to the extent
        not
        covered by independent third-party insurance as to which the insurer is rated
        at
        least “A” by A.M. Best Company, has been notified of the potential claim and
        does not dispute coverage), or (ii) any one or more non-monetary final judgments
        that have, or could reasonably be expected to have, individually or in the
        aggregate, a Material Adverse Effect and, in either case, (A) enforcement
        proceedings are commenced by any creditor upon such judgment or order, or
        (B)
        there is a period of 10 consecutive days during which a stay of enforcement
        of
        such judgment, by reason of a pending appeal or otherwise, is not in effect;
        or

       

      (i)  ERISA.
        (i) An
        ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
        has resulted or could reasonably be expected to result in liability of Holdings
        or any ERISA Affiliate under Title IV of ERISA to the Pension Plan,
        Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
        Amount, or (ii) Holdings or any ERISA Affiliate fails to pay when due, after
        the
        expiration of any applicable grace period, any installment payment with respect
        to its withdrawal liability under Section 4201 of ERISA under a Multiemployer
        Plan in an aggregate amount in excess of the Threshold Amount; or

       

      (j)  Invalidity
        of Loan Documents.
        Any
        provision of any Loan Document, at any time after its execution and delivery
        and
        for any reason other than as expressly permitted hereunder or thereunder
        or
        satisfaction in full of all the Obligations, ceases to be in full force and
        effect; or any Loan Party or any other Person contests in any manner the
        validity or enforceability of any provision of any Loan Document; or any
        Loan
        Party denies that it has any or further liability or obligation under any
        provision of any Loan Document, or purports to revoke, terminate or rescind
        any
        provision of any Loan Document; or

       

      
        
          
          

        

        
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      (k)  Change
        of Control.
        There
        occurs any Change of Control; or

       

      (l)  Collateral
        Documents.
        Any
        Collateral Document after delivery thereof pursuant to Section 4.01
        or
6.12
        shall
        for any reason (other than pursuant to the terms thereof) cease to create
        (i) a
        valid and perfected first priority Lien (subject to Liens permitted by
Section
        7.01)
        on the
        Collateral purported to be covered thereby or (ii) a valid indenture of first
        naval mortgage under the law of the Republic of Panama on the Vessel described
        therein or (iii) in the case of any Multi-Party Agreement, Philippine
        Assignment, Earnings Assignment or Insurance Assignment any a valid and
        perfected first-priority Lien on the Collateral purported to be covered thereby;
        or

       

      (m)  Bank
        of America Master Agreement; Preferred Vessel Mortgages.
        Any
        notice of Early Termination Date shall be given by the Administrative Agent
        under Section 6(a) of the Bank of America Master Agreement, or any Person
        entitled to do so shall give notice of an Early Termination under Section
        6(b)(iv) of the Bank
        of
        America Master
        Agreement, or an Event of Default (as defined in Section 14 of the Bank of
        America Master Agreement or Section 2.1 of any Preferred Vessel Mortgage
        shall
        occur), or the Bank of America Master Agreement shall be terminated, cancelled,
        suspended, rescinded or revoked or shall other wise cease to be in full force
        and effect for any reason.

       

      (n)  Vessels.
        Any
        action, suit, investigation, litigation or proceeding shall be pending with
        respect to any Vessel in any court or before any arbitrator or Governmental
        Authority that could reasonably be expected to have a Material Adverse
        Effect.

       

      (o)  Holdings.
        Holdings shall, at any time:

       

      (i)  Fail
        to
        (x) preserve, renew and maintain in full force and effect its legal existence
        and good standing under the Laws of the jurisdiction of its organization
        except
        in a transaction permitted by Section
        7.05;
        (y)
        take all reasonable action to maintain all rights, privileges, permits, licenses
        and franchises necessary or desirable in the normal conduct of its business,
        except to the extent that failure to do so could not reasonably be expected
        to
        have a Material Adverse Effect; and (z) preserve or renew all of its registered
        patents, trademarks, trade names and service marks, the non-preservation
        of
        which could reasonably be expected to have a Material Adverse
        Effect.

       

      (ii)  Merge,
        dissolve, liquidate, consolidate with or into another Person, or Dispose
        of
        (whether in one transaction or in a series of transactions) all or substantially
        all of its assets (whether now owned or hereafter acquired) to or in favor
        of
        any Person.

       

      (iii)  Amend
        any
        of its Organization Documents.

       

      (iv)  Change
        its name without the prior written consent of the Administrative
        Agent.

      
        
          
          

        

        
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      8.02.  Remedies
        upon Event of Default.
        If any
        Event of Default occurs and is continuing, the Administrative Agent shall,
        at
        the request of, or may, with the consent of, the Required Lenders, take any
        or
        all of the following actions:

       

      (a)  declare
        the commitment of each Lender to make Loans and any obligation of the L/C
        Issuer
        to make L/C Credit Extensions to be terminated, whereupon such commitments
        and
        obligation shall be terminated;

       

      (b)  declare
        the unpaid principal amount of all outstanding Loans, all interest accrued
        and
        unpaid thereon, and all other amounts owing or payable hereunder or under
        any
        other Loan Document to be immediately due and payable, without presentment,
        demand, protest or other notice of any kind, all of which are hereby expressly
        waived by the Borrower;

       

      (c)  require
        that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal
        to
        the then Outstanding Amount thereof); and

       

      (d)  exercise
        on behalf of itself, the Lenders and the L/C Issuer all rights and remedies
        available to it, the Lenders and the L/C Issuer under the Loan
        Documents;

       

      provided,
        however,
        that
        upon the occurrence of an actual or deemed entry of an order for relief with
        respect to the Borrowers under the Bankruptcy Code of the United States,
        the
        obligation of each Lender to make Loans and any obligation of the L/C Issuer
        to
        make L/C Credit Extensions shall automatically terminate, the unpaid principal
        amount of all outstanding Loans and all interest and other amounts as aforesaid
        shall automatically become due and payable, and the obligation of the Borrowers
        to Cash Collateralize the L/C Obligations as aforesaid shall automatically
        become effective, in each case without further act of the Administrative
        Agent
        or any Lender.

       

      8.03.  Application
        of Funds.
        After
        the exercise of remedies provided for in Section
        8.02
        (or
        after the Loans have automatically become immediately due and payable and
        the
        L/C Obligations have automatically been required to be Cash Collateralized
        as
        set forth in the proviso to Section
        8.02),
        any
        amounts received on account of the Obligations shall be applied by the
        Administrative Agent in the following order:

       

      First,
        to
        payment of that portion of the Obligations constituting fees, indemnities,
        expenses and other amounts (including fees, charges and disbursements of
        counsel
        to the Administrative Agent and amounts payable under Article
        III)
        payable
        to the Administrative Agent in its capacity as such;

      
        
          
          

        

        
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      Second,
        to
        payment of that portion of the Obligations constituting fees, indemnities
        and
        other amounts (other than principal, interest and Letter of Credit Fees)
        payable
        to the Lenders and the L/C Issuer (including fees, charges and disbursements
        of
        counsel to the respective Lenders and the L/C Issuer (including fees and
        time
        charges for attorneys who may be employees of any Lender or the L/C Issuer)
        and
        amounts payable under Article
        III,
        ratably
        among them in proportion to the respective amounts described in this clause
        Second
        payable
        to them;

       

      Third,
        to
        payment of that portion of the Obligations constituting accrued and unpaid
        Letter of Credit Fees and interest on the Loans, L/C Borrowings and other
        Obligations, ratably among the Lenders and the L/C Issuer in proportion to
        the
        respective amounts described in this clause Third
        payable
        to them;

       

      Fourth,
        to
        payment of that portion of the Obligations constituting unpaid principal
        of the
        Loans, L/C Borrowings and amounts owing under Secured Hedge Agreements
        constituting interest rate Swap Contracts and Secured Cash Management
        Agreements, ratably among the Lenders, the L/C Issuer, the Hedge Banks and
        the
        Cash Management Banks in proportion to the respective amounts described in
        this
        clause Fourth
        held by
        them;

       

      Fifth,
        to the
        Administrative Agent for the account of the L/C Issuer, to Cash Collateralize
        that portion of L/C Obligations comprised of the aggregate undrawn amount
        of
        Letters of Credit;

       

      Sixth,
        to
        payment of that portion of the Obligations constituting unpaid amounts owing
        under any other Secured Hedge Agreements constituting commodities Swap
        Contracts; and

       

      Last,
        the
        balance, if any, after all of the Obligations have been indefeasibly paid
        in
        full, to the Borrowers or as otherwise required by Law.

       

      Subject
        to Section
        2.03(c),
        amounts
        used to Cash Collateralize the aggregate undrawn amount of Letters of Credit
        pursuant to clause Fifth
        above
        shall be applied to satisfy drawings under such Letters of Credit as they
        occur.
        If any amount remains on deposit as Cash Collateral after all Letters of
        Credit
        have either been fully drawn or expired, such remaining amount shall be applied
        to the other Obligations, if any, in the order set forth above.

      
        
          
          

        

        
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      ARTICLE
        IX.

      ADMINISTRATIVE
        AGENT

       

      9.01.  Appointment
        and Authority.
        (a)  Each
        of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America
        to
        act on its behalf as the Administrative Agent hereunder and under the other
        Loan
        Documents and authorizes the Administrative Agent to take such actions on
        its
        behalf and to exercise such powers as are delegated to the Administrative
        Agent
        by the terms hereof or thereof, together with such actions and powers as
        are
        reasonably incidental thereto. The provisions of this Article are solely
        for the
        benefit of the Administrative Agent, the Lenders and the L/C Issuer, and
        neither
        the Borrowers nor any other Loan Party shall have rights as a third party
        beneficiary of any of such provisions.

       

      (b)  The
        Administrative Agent shall also act as the “collateral
        agent”
under
        the Loan Documents, and each of the Lenders (in its capacities as a Lender,
        Swing Line Lender (if applicable), potential Hedge Bank and potential Cash
        Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes
        the Administrative Agent to act as the agent of such Lender and the L/C Issuer
        for purposes of acquiring, holding and enforcing any and all Liens on Collateral
        granted by any of the Loan Parties to secure any of the Obligations, together
        with such powers and discretion as are reasonably incidental thereto. In
        this
        connection, the Administrative Agent, as “collateral agent” and any co-agents,
        sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant
        to Section
        9.05
        for
        purposes of holding or enforcing any Lien on the Collateral (or any portion
        thereof) granted under the Collateral Documents, or for exercising any rights
        and remedies thereunder at the direction of the Administrative Agent), shall
        be
        entitled to the benefits of all provisions of this Article
        IX
        and
Article
        XI
        (including Section 11.04(c),
        as
        though such co-agents, sub-agents and attorneys-in-fact were the “collateral
        agent” under the Loan Documents) as if set forth in full herein with respect
        thereto.

       

      9.02.  Rights
        as a Lender.
        The
        Person serving as the Administrative Agent hereunder shall have the same
        rights
        and powers in its capacity as a Lender as any other Lender and may exercise
        the
        same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
        otherwise requires, include the Person serving as the Administrative Agent
        hereunder in its individual capacity. Such Person and its Affiliates may
        accept
        deposits from, lend money to, act as the financial advisor or in any other
        advisory capacity for and generally engage in any kind of business with the
        Borrowers or any Subsidiary or other Affiliate thereof as if such Person
        were
        not the Administrative Agent hereunder and without any duty to account therefor
        to the Lenders.

      
        
          
          

        

        
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      9.03.  Exculpatory
        Provisions.
        The
        Administrative Agent shall not have any duties or obligations except those
        expressly set forth herein and in the other Loan Documents. Without limiting
        the
        generality of the foregoing, the Administrative Agent:

       

      (a)  shall
        not
        be subject to any fiduciary or other implied duties, regardless of whether
        a
        Default has occurred and is continuing;

       

      (b)  shall
        not
        have any duty to take any discretionary action or exercise any discretionary
        powers, except discretionary rights and powers expressly contemplated hereby
        or
        by the other Loan Documents that the Administrative Agent is required to
        exercise as directed in writing by the Required Lenders (or such other number
        or
        percentage of the Lenders as shall be expressly provided for herein or in
        the
        other Loan Documents), provided
        that the
        Administrative Agent shall not be required to take any action that, in its
        opinion or the opinion of its counsel, may expose the Administrative Agent
        to
        liability or that is contrary to any Loan Document or applicable law;
        and

       

      (c)  shall
        not, except as expressly set forth herein and in the other Loan Documents,
        have
        any duty to disclose, and shall not be liable for the failure to disclose,
        any
        information relating to the Borrowers or any of its Affiliates that is
        communicated to or obtained by the Person serving as the Administrative Agent
        or
        any of its Affiliates in any capacity.

       

      The
        Administrative Agent shall not be liable for any action taken or not taken
        by it
        (i) with the consent or at the request of the Required Lenders (or such other
        number or percentage of the Lenders as shall be necessary, or as the
        Administrative Agent shall believe in good faith shall be necessary, under
        the
        circumstances as provided in Sections
        11.01
        and
8.02)
        or (ii)
        in the absence of its own gross negligence or willful misconduct. The
        Administrative Agent shall be deemed not to have knowledge of any Default
        unless
        and until notice describing such Default is given to the Administrative Agent
        by
        the Borrower, a Lender or the L/C Issuer.

       

      The
        Administrative Agent shall not be responsible for or have any duty to ascertain
        or inquire into (i) any statement, warranty or representation made in or
        in
        connection with this Agreement or any other Loan Document, (ii) the contents
        of
        any certificate, report or other document delivered hereunder or thereunder
        or
        in connection herewith or therewith, (iii) the performance or observance of
        any of the covenants, agreements or other terms or conditions set forth herein
        or therein or the occurrence of any Default, (iv) the validity, enforceability,
        effectiveness or genuineness of this Agreement, any other Loan Document or
        any
        other agreement, instrument or document, or the creation, perfection or priority
        of any Lien purported to be created by the Collateral Documents, (v) the
        value
        or the sufficiency of any Collateral, or (v) the satisfaction of any condition
        set forth in Article
        IV
        or
        elsewhere herein, other than to confirm receipt of items expressly required
        to
        be delivered to the Administrative Agent.

      
        
          
          

        

        
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      9.04.  Reliance
        by Administrative Agent.
        The
        Administrative Agent shall be entitled to rely upon, and shall not incur
        any
        liability for relying upon, any notice, request, certificate, consent,
        statement, instrument, document or other writing (including any electronic
        message, Internet or intranet website posting or other distribution) believed
        by
        it to be genuine and to have been signed, sent or otherwise authenticated
        by the
        proper Person. The Administrative Agent also may rely upon any statement
        made to
        it orally or by telephone and believed by it to have been made by the proper
        Person, and shall not incur any liability for relying thereon. In determining
        compliance with any condition hereunder to the making of a Loan, or the issuance
        of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
        of a Lender or the L/C Issuer, the Administrative Agent may presume that
        such
        condition is satisfactory to such Lender or the L/C Issuer unless the
        Administrative Agent shall have received notice to the contrary from such
        Lender
        or the L/C Issuer prior to the making of such Loan or the issuance of such
        Letter of Credit. The Administrative Agent may consult with legal counsel
        (who
        may be counsel for the Borrower), independent accountants and other experts
        selected by it, and shall not be liable for any action taken or not taken
        by it
        in accordance with the advice of any such counsel, accountants or
        experts.

       

      9.05.  Delegation
        of Duties.
        The
        Administrative Agent may perform any and all of its duties and exercise its
        rights and powers hereunder or under any other Loan Document by or through
        any
        one or more sub-agents appointed by the Administrative Agent. The Administrative
        Agent and any such sub-agent may perform any and all of its duties and exercise
        its rights and powers by or through their respective Related Parties. The
        exculpatory provisions of this Article shall apply to any such sub-agent
        and to
        the Related Parties of the Administrative Agent and any such sub-agent, and
        shall apply to their respective activities in connection with the syndication
        of
        the credit facilities provided for herein as well as activities as
        Administrative Agent.

       

      9.06.  Resignation
        of Administrative Agent.
        The
        Administrative Agent may at any time give notice of its resignation to the
        Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice
        of
        resignation, the Required Lenders shall have the right, in consultation with
        the
        Borrower, to appoint a successor, which shall be a bank with an office in
        the
        United States, or an Affiliate of any such bank with an office in the United
        States. If no such successor shall have been so appointed by the Required
        Lenders and shall have accepted such appointment within 30 days after the
        retiring Administrative Agent gives notice of its resignation, then the retiring
        Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint
        a
        successor Administrative Agent meeting the qualifications set forth above;
        provided
        that if
        the Administrative Agent shall notify the Administrative Borrower and the
        Lenders that no qualifying Person has accepted such appointment, then such
        resignation shall nonetheless become effective in accordance with such notice
        and (a) the retiring Administrative Agent shall be discharged from its
        duties and obligations hereunder and under the other Loan Documents (except
        that
        in the case of any collateral security held by the Administrative Agent on
        behalf of the Lenders or the L/C Issuer under any of the Loan Documents,
        the
        retiring Administrative Agent shall continue to hold such collateral security
        until such time as a successor Administrative Agent is appointed) and
        (b) all payments, communications and determinations provided to be made by,
        to or through the Administrative Agent shall instead be made by or to each
        Lender and the L/C Issuer directly, until such time as the Required Lenders
        appoint a successor Administrative Agent as provided for above in this Section.
        Upon the acceptance of a successor’s appointment as Administrative Agent
        hereunder, such successor shall succeed to and become vested with all of
        the
        rights, powers, privileges and duties of the retiring (or retired)
        Administrative Agent, and the retiring Administrative Agent shall be discharged
        from all of its duties and obligations hereunder or under the other Loan
        Documents (if not already discharged therefrom as provided above in this
        Section). The fees payable by the Borrowers to a successor Administrative
        Agent
        shall be the same as those payable to its predecessor unless otherwise agreed
        among the Borrowers and such successor. After the retiring Administrative
        Agent’s resignation hereunder and under the other Loan Documents, the provisions
        of this Article and Section 11.04
        shall
        continue in effect for the benefit of such retiring Administrative Agent,
        its
        sub-agents and their respective Related Parties in respect of any actions
        taken
        or omitted to be taken by any of them while the retiring Administrative Agent
        was acting as Administrative Agent.

      
        
          
          

        

        
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      Any
        resignation by Bank of America as Administrative Agent pursuant to this Section
        shall also constitute its resignation as L/C Issuer and Swing Line Lender.
        Upon
        the acceptance of a successor’s appointment as Administrative Agent hereunder,
        (i) such successor shall succeed to and become vested with all of the rights,
        powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender,
        (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from
        all
        of their respective duties and obligations hereunder or under the other Loan
        Documents, and (iii) the successor L/C Issuer shall issue letters of credit
        in
        substitution for the Letters of Credit, if any, outstanding at the time of
        such
        succession or make other arrangements satisfactory to the retiring L/C Issuer
        to
        effectively assume the obligations of the retiring L/C Issuer with respect
        to
        such Letters of Credit.

       

      9.07.  Non-Reliance
        on Administrative Agent and Other Lenders.
        Each
        Lender and the L/C Issuer acknowledges that it has, independently and without
        reliance upon the Administrative Agent or any other Lender or any of their
        Related Parties and based on such documents and information as it has deemed
        appropriate, made its own credit analysis and decision to enter into this
        Agreement. Each Lender and the L/C Issuer also acknowledges that it will,
        independently and without reliance upon the Administrative Agent or any other
        Lender or any of their Related Parties and based on such documents and
        information as it shall from time to time deem appropriate, continue to make
        its
        own decisions in taking or not taking action under or based upon this Agreement,
        any other Loan Document or any related agreement or any document furnished
        hereunder or thereunder.

       

      9.08.  No
        Other Duties, Etc.
        Anything herein to the contrary notwithstanding, none of the Bookrunners,
        Arrangers or other titles as necessary listed on the cover page hereof shall
        have any powers, duties or responsibilities under this Agreement or any of
        the
        other Loan Documents, except in its capacity, as applicable, as the
        Administrative Agent, a Lender or the L/C Issuer hereunder.

       

      9.09.  Administrative
        Agent May File Proofs of Claim.
        In case
        of the pendency of any proceeding under any Debtor Relief Law or any other
        judicial proceeding relative to any Loan Party, the Administrative Agent
        (irrespective of whether the principal of any Loan or L/C Obligation shall
        then
        be due and payable as herein expressed or by declaration or otherwise and
        irrespective of whether the Administrative Agent shall have made any demand
        on
        the Borrowers or such other Loan Party) shall be entitled and empowered,
        by
        intervention in such proceeding or otherwise

       

      (a)  to
        file
        and prove a claim for the whole amount of the principal and interest owing
        and
        unpaid in respect of the Loans, L/C Obligations and all other Obligations
        that
        are owing and unpaid and to file such other documents as may be necessary
        or
        advisable in order to have the claims of the Lenders, the L/C Issuer and
        the
        Administrative Agent (including any claim for the reasonable compensation,
        expenses, disbursements and advances of the Lenders, the L/C Issuer and the
        Administrative Agent and their respective agents and counsel and all other
        amounts due the Lenders, the L/C Issuer and the Administrative Agent under
        Sections
        2.03(i)
        and
(j),
        2.09
        and
10.04)
        allowed
        in such judicial proceeding; and

      
        
          
          

        

        
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      (b)  to
        collect and receive any monies or other property payable or deliverable on
        any
        such claims and to distribute the same;

       

      and
        any
        custodian, receiver, assignee, trustee, liquidator, sequestrator or other
        similar official in any such judicial proceeding is hereby authorized by
        each
        Lender and the L/C Issuer to make such payments to the Administrative Agent
        and,
        if the Administrative Agent shall consent to the making of such payments
        directly to the Lenders and the L/C Issuer, to pay to the Administrative
        Agent
        any amount due for the reasonable compensation, expenses, disbursements and
        advances of the Administrative Agent and its agents and counsel, and any
        other
        amounts due the Administrative Agent under Sections 2.09
        and
10.04.

       

      Nothing
        contained herein shall be deemed to authorize the Administrative Agent to
        authorize or consent to or accept or adopt on behalf of any Lender or the
        L/C
        Issuer any plan of reorganization, arrangement, adjustment or composition
        affecting the Obligations or the rights of any Lender or the L/C Issuer to
        authorize the Administrative Agent to vote in respect of the claim of any
        Lender
        or the L/C Issuer or in any such proceeding.

       

      9.10.  Collateral
        and Guaranty Matters.
        The
        Lenders and the L/C Issuer irrevocably authorize the Administrative Agent,
        at
        its option and in its discretion,

       

      (a)  to
        release any Lien on any property granted to or held by the Administrative
        Agent
        under any Loan Document (i) upon termination of the Aggregate Commitments
        and
        payment in full of all Obligations (other than contingent indemnification
        obligations) and the expiration or termination of all Letters of Credit,
        (ii)
        that is sold or to be sold as part of or in connection with any sale permitted
        hereunder or under any other Loan Document, or (iii) if approved, authorized
        or
        ratified in writing in accordance with Section
        11.01;

       

      (b)  to
        release any Guarantor from its obligations under the Guaranty if such Person
        ceases to be a Subsidiary as a result of a transaction permitted hereunder;
        

       

      (c)  so
        long
        as Default or Event of Default has occurred and is continuing and provided
        that
        Holdings demonstrates compliance (after giving effect to the incurrence of
        the
        proposed Indebtedness) with the Consolidated Leverage Ratio on a trailing
        twelve
        month basis as of the most recently completed fiscal month to the satisfaction
        of the Administrative Agent, to release any Limited Guarantor upon the
        incurrence of any Permitted New Vessel Construction Indebtedness permitted
        under
Section
        7.02(g)
        or
        Indebtedness incurred in connection with any Permitted Vessel Acquisition
        permitted under Section
        7.02(f);
        and

       

      
        
          
          

        

        
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      (d)  to
        subordinate any Lien on any property granted to or held by the Administrative
        Agent under any Loan Document to the holder of any Lien on such property
        that is
        permitted by Section
        7.01(i).

       

      Upon
        request by the Administrative Agent at any time, the Required Lenders will
        confirm in writing the Administrative Agent’s authority to release or
        subordinate its interest in particular types or items of property, or to
        release
        any Guarantor from its obligations under the Guaranty pursuant to this
Section
        9.10.
        In each
        case as specified in this Section
        9.10,
        the
        Administrative Agent will, at the Borrower’s expense, execute and deliver to the
        applicable Loan Party such documents as such Loan Party may reasonably request
        to evidence the release of such item of Collateral from the assignment and
        security interest granted under the Collateral Documents or to subordinate
        its
        interest in such item, or to release such Guarantor from its obligations
        under
        the Guaranty, in each case in accordance with the terms of the Loan Documents
        and this Section
        9.10.

       

      ARTICLE
        X.  

      CONTINUING
        GUARANTY

       

      10.01.  Guaranty.
        Holdings
        hereby absolutely and unconditionally guarantees, as a guaranty of payment
        and
performance
        and not
        merely as a guaranty of collection, jointly and severally with all other
        Guarantors, prompt payment when due, whether at stated maturity, by
        required prepayment, upon
        acceleration,
        demand
        or
        otherwise, and at all times thereafter, of any and all of the Obligations,
        whether for principal, interest, premiums, fees, indemnities, damages, costs,
        expenses or otherwise, of the Borrowers to the Secured Parties, arising
        hereunder and under the other Loan Documents (including all renewals,
        extensions, amendments, refinancings and other modifications thereof and
        all
        costs, attorneys’ fees and expenses incurred by the Secured Parties in
        connection with the collection or enforcement thereof). The Administrative
        Agent’s books and records showing the amount of the Obligations shall be
        admissible in evidence in any action or proceeding, and shall be binding
        upon
        Holdings, and conclusive for the purpose of establishing the amount of the
        Obligations. This Guaranty shall not be affected by the genuineness, validity,
        regularity or enforceability of the Obligations or any instrument or agreement
        evidencing any Obligations, or by the existence, validity, enforceability,
        perfection, non-perfection
        or extent of any collateral therefor, or by any fact or circumstance relating
        to
        the Obligations which might otherwise constitute a defense to the obligations
        of
        Holdings under this Guaranty, and Holdings hereby irrevocably waives any
        defenses it may now have or hereafter acquire in any way relating to any
        or all
        of the foregoing.

       

      10.02.  Rights
        of Lenders. Holdings
        consents and agrees that the Secured Parties may, at any time and from time
        to
        time, without notice or demand, and without affecting the enforceability
        or
        continuing effectiveness hereof: (a) amend, extend, renew, compromise,
        discharge, accelerate or otherwise change the time for payment or the terms
        of
        the Obligations or any part thereof; (b) take, hold, exchange, enforce, waive,
        release, fail to perfect, sell, or otherwise dispose of any security for
        the
        payment of this Guaranty or any Obligations; (c) apply such security and
        direct
        the order or manner of sale thereof as the Administrative Agent, the L/C
        Issuer
        and the Lenders in their sole discretion may determine; and (d) release or
        substitute one or more of any endorsers or other guarantors of any of the
        Obligations. Without limiting the generality of the foregoing, Holdings consents
        to the taking of, or failure to take, any action which might in any manner
        or to
        any extent vary the risks of Holdings under this Guaranty or which, but for
        this
        provision, might operate as a discharge of Holdings.

      
        
          
          

        

        
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      10.03.  Certain
        Waivers. Holdings
        waives (a) any defense arising by reason of any disability or other defense
        of
        the Borrowers or any other guarantor, or the cessation from any cause whatsoever
        (including any act or omission of any Secured Party) of the liability of
        the
        Borrowers; (b) any defense based on any claim that Holdings’ obligations exceed
        or are more burdensome than those of the Borrowers; (c) the benefit of any
        statute of limitations affecting Holdings’ liability hereunder; (d) any right to
        proceed against the Borrowers, proceed against or exhaust any security for
        the
        Obligations, or pursue any other remedy in the power of any Secured Party
        whatsoever; (e) any benefit of and any right to participate in any security
        now
        or hereafter held by any Secured Party; and (f) to the fullest extent permitted
        by law, any and all other defenses or benefits that may be derived from or
        afforded by applicable law limiting the liability of or exonerating guarantors
        or sureties. Holdings expressly waives all setoffs and counterclaims and
        all
        presentments, demands for payment or performance, notices of nonpayment or
        nonperformance, protests, notices of protest, notices of dishonor and all
        other
        notices or demands of any kind or nature whatsoever with respect to the
        Obligations, and all notices of acceptance of this Guaranty or of the existence,
        creation or incurrence of new or additional Obligations.

       

      10.04.  Obligations
        Independent. The
        obligations of Holdings hereunder are those of primary obligor, and not merely
        as surety, and are independent of the Obligations
        and
the
        obligations of any other guarantor, and a separate action may be brought
        against
        Holdings to enforce this Guaranty whether or not the Borrowers or any other
        person or entity is joined as a party.

       

      10.05.  Subrogation.
        Holdings
        shall not exercise any right of subrogation, contribution,
        indemnity, reimbursement
        or
        similar rights with respect to any payments it makes under this Guaranty
        until
        all of the Obligations and any amounts payable under this Guaranty have been
        indefeasibly paid and performed in full and the Commitments and the Facilities
        are terminated. If any amounts are paid to Holdings in violation of the
        foregoing limitation, then such amounts shall be held in trust for the benefit
        of the Secured Parties and shall forthwith be paid to the Secured Parties
        to
        reduce the amount of the Obligations, whether matured or unmatured.

       

      10.06.  Termination;
        Reinstatement. This
        Guaranty is a continuing and irrevocable guaranty of all Obligations now
        or
        hereafter existing and shall remain in full force and effect until all
        Obligations and any other amounts payable under this Guaranty are indefeasibly
        paid in full in cash and the Commitments and the Facilities with respect
        to the
        Obligations are terminated. Notwithstanding the foregoing, this Guaranty
        shall
        continue in
        full
        force and effect or
        be
revived,
        as the
        case may be, if
        any
        payment by or on behalf of the Borrowers or Holdings is made, or any of the
        Secured Parties exercises its right of setoff,
        in
        respect of the Obligations and such payment or the proceeds of such setoff
        or
        any part thereof is subsequently invalidated, declared to be fraudulent or
        preferential, set aside or required (including pursuant to any settlement
        entered into by any of the Secured Parties in their discretion) to be repaid
        to
        a trustee, receiver or any other party, in connection with any proceeding
        under
        any Debtor Relief Laws or otherwise,
        all as
        if such payment had not been made or
        such
setoff
        had not
        occurred and
        whether or not the Secured Parties are in possession of or have released
        this
        Guaranty and regardless of any prior revocation, rescission, termination
        or
        reduction. The
        obligations of Holdings under this paragraph shall survive termination of
        this
        Guaranty.

      
        
          
          

        

        
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      10.07.  Subordination.
        Holdings
        hereby subordinates the payment of all obligations and indebtedness of the
        Borrowers owing to Holdings, whether now existing or hereafter arising,
        including but not limited to any obligation of the Borrowers to Holdings
        as
        subrogee of the Secured Parties or resulting from Holdings’ performance under
        this Guaranty, to the indefeasible payment in full in cash of all Obligations.
        If the Secured Parties so request, any such obligation
        or indebtedness of the Borrowers to Holdings shall be enforced and performance
        received by Holdings as trustee for the Secured
        Parties
        and the
        proceeds thereof shall be paid over to the Secured
        Parties on
        account of the Obligations, but without reducing or affecting in any manner
        the
        liability of Holdings under this Guaranty.

       

      10.08.  Stay
        of Acceleration.
        If
        acceleration of the time for payment of any of the Obligations is stayed,
        in
        connection with any case commenced by or against Holdings or the Borrowers
        under
        any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless
        be
        payable by Holdings immediately upon demand by the Secured Parties.

       

      10.09.  Condition
        of Borrowers. Holdings
        acknowledges and agrees that it has the sole responsibility for, and has
        adequate means of, obtaining from the Borrowers and
        any
        other guarantor such
        information concerning the financial condition,
        business and operations of the Borrowers and
        any
        such other guarantor as
        Holdings requires, and that none of the Secured Parties has any duty, and
        Holdings is not relying on the Secured Parties at any time, to disclose to
        Holdings any information relating to the business, operations or financial
        condition of the Borrowers
        or any
        other guarantor (Holdings waiving any duty on the part of the Secured Parties
        to
        disclose such information and any defense relating to the failure to provide
        the
        same).

       

      ARTICLE
        XI.  

      MISCELLANEOUS

       

      11.01.  Amendments,
        Etc.
        No
        amendment or waiver of any provision of this Agreement or any other Loan
        Document, and no consent to any departure by the Borrowers or any other Loan
        Party therefrom, shall be effective unless in writing signed by the Required
        Lenders and the Borrowers or the applicable Loan Party, as the case may be,
        and
        acknowledged by the Administrative Agent, and each such waiver or consent
        shall
        be effective only in the specific instance and for the specific purpose for
        which given; provided,
        however,
        that no
        such amendment, waiver or consent shall:

       

      
        
          
          

        

        
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      (a)  waive
        any
        condition set forth in Section
        4.01
        (other
        than Section
        4.01(b)(i) or
        (c)),
        or, in
        the case of the initial Credit Extension, Section 4.02,
        without
        the written consent of each Lender;

       

      (b)  without
        limiting the generality of clause
        (a)
        above,
        waive any condition set forth in Section
        4.02
        as to
        any Credit Extension without the written consent of the Required Revolving
        Lenders;

       

      (c)  extend
        or
        increase the Commitment of any Lender (or reinstate any Commitment terminated
        pursuant to Section
        8.02)
        without
        the written consent of such Lender;

       

      (d)  postpone
        any date fixed by this Agreement or any other Loan Document for (i) any payment
        (excluding mandatory prepayments) of principal, interest, fees or other amounts
        due to the Lenders (or any of them) hereunder or under such other Loan Document
        without the written consent of each Lender entitled to such payment or (ii)
        any
        scheduled reduction of any Facility hereunder or under any other Loan Document
        without the written consent of each Appropriate Lender;

       

      (e)  reduce
        the principal of, or the rate of interest specified herein on, any Loan or
        L/C
        Borrowing, or (subject to clause
        (v)
        of the
        second proviso to this Section
        11.01)
        any
        fees or other amounts payable hereunder or under any other Loan Document,
        or
        change the manner of computation of any financial ratio (including any change
        in
        any applicable defined term) used in determining the Applicable Rate that
        would
        result in a reduction of any interest rate on any Loan or any fee payable
        hereunder without the written consent of each Lender entitled to such amount;
        provided,
        however,
        that
        only the consent of the Required Lenders shall be necessary to amend the
        definition of “Default Rate” or to waive any obligation of the Borrowers to pay
        interest or Letter of Credit Fees at the Default Rate;

       

      (f)  change
        (i) Section
        8.03
        in a
        manner that would alter the pro rata sharing of payments required thereby
        without the written consent of each Lender or (ii) the order of application
        of
        any reduction in the Commitments or any prepayment of Loans among the Facilities
        from the application thereof set forth in the applicable provisions of
Section 2.05(b)
        or
2.06(b),
        respectively, in any manner that materially and adversely affects the Lenders
        under a Facility without the written consent of (i) if such Facility is the
        Term Facility, the Required Term Lenders and (ii)  if such Facility is the
        Revolving Credit Facility, the Required Revolving Lenders;

      
        
          
          

        

        
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      (g)  change
        (i) any provision of this Section
        11.01
        or the
        definition of “Required Lenders” or any other provision hereof specifying the
        number or percentage of Lenders required to amend, waive or otherwise modify
        any
        rights hereunder or make any determination or grant any consent hereunder
        (other
        than the definitions specified in clause (ii) of this Section
        11.01(g)),
        without the written consent of each Lender or (ii) the
        definition of “Required Revolving Lenders” or “Required Term Lenders,” without
        the written consent of each Lender under the applicable Facility;

       

      (h)  change
        (i) the definition of “Loan Value” or “Vessel” (except in connection with the
        inclusion of an additional Vessel in connection with addition of a new Borrower
        pursuant to the terms of Section
        2.14
        herein)
        or (ii) increase the percentage advance rates or make any other amendments
        or
        modifications to this Agreement which would allow additional loans or extensions
        of credit to be made under this Agreement against the same Vessels or add
        any
        new asset classes (i.e., types of property, other than vessels) to the
        definition of Loan Value, in each case, without the written consent of each
        Lender;

       

      (i)  release
        all or substantially all of the Collateral in any transaction or series of
        related transactions, without the written consent of each Lender;

       

      (j)  release
        all or substantially all of the value of any Guaranty, without the written
        consent of each Lender; or

       

      (k)  impose
        any greater restriction on the ability of any Lender under a Facility to
        assign
        any of its rights or obligations hereunder without the written consent of
        (i) if
        such Facility is the Term Facility, the Required Term Lenders and (ii) if
        such
        Facility is the Revolving Credit Facility, the Required Revolving
        Lenders;

       

      and
        provided,
        further,
        that
        (i) no amendment, waiver or consent shall, unless in writing and signed by
        the
        L/C Issuer in addition to the Lenders required above, affect the rights or
        duties of the L/C Issuer under this Agreement or any Issuer Document relating
        to
        any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver
        or
        consent shall, unless in writing and signed by the Swing Line Lender in addition
        to the Lenders required above, affect the rights or duties of the Swing Line
        Lender under this Agreement; (iii) no amendment, waiver or consent shall,
        unless
        in writing and signed by the Administrative Agent in addition to the Lenders
        required above, affect the rights or duties of the Administrative Agent under
        this Agreement or any other Loan Document; (iv) Section
        11.06(h)
        may not
        be amended, waived or otherwise modified without the consent of each Granting
        Lender all or any part of whose Loans are being funded by an SPC at the time
        of
        such amendment, waiver or other modification; and (v) the Fee Letter may
        be
        amended, or rights or privileges thereunder waived, in a writing executed
        only
        by the parties thereto. Notwithstanding anything to the contrary herein,
        no
        Defaulting Lender shall have any right to approve or disapprove any amendment,
        waiver or consent hereunder, except that the Commitment of such Lender may
        not
        be increased or extended without the consent of such Lender.

       

      
        
          
          

        

        
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      If
        any
        Lender does not consent to a proposed amendment, waiver, consent or release
        with
        respect to any Loan Document that requires the consent of each Lender and
        that
        has been approved by the Required Lenders, the Borrowers may replace such
        non-consenting Lender in accordance with Section
        11.13;
        provided
        that
        such amendment, waiver, consent or release can be effected as a result of
        the
        assignment contemplated by such Section (together with all other such
        assignments required by the Borrowers to be made pursuant to this paragraph).
        

       

      11.02.  Notices;
        Effectiveness; Electronic Communications.
        (a)  Notices
        Generally.
        Except
        in the case of notices and other communications expressly permitted to be
        given
        by telephone (and except as provided in subsection
        (b)
        below),
        all notices and other communications provided for herein shall be in writing
        and
        shall be delivered by hand or overnight courier service, mailed by certified
        or
        registered mail or sent by telecopier as follows, and all notices and other
        communications expressly permitted hereunder to be given by telephone shall
        be
        made to the applicable telephone number, as follows:

       

      (i)  if
        to
        Holdings, the Borrowers, the Administrative Agent, the L/C Issuer or the
        Swing
        Line Lender, to the address, telecopier number, electronic mail address or
        telephone number specified for such Person on Schedule
        11.02;
        and

       

      (ii)  if
        to any
        other Lender, to the address, telecopier number, electronic mail address
        or
        telephone number specified in its Administrative Questionnaire.

       

      Notices
        sent by hand or overnight courier service, or mailed by certified or registered
        mail, shall be deemed to have been given when received; notices sent by
        telecopier shall be deemed to have been given when sent (except that, if
        not
        given during normal business hours for the recipient, shall be deemed to
        have
        been given at the opening of business on the next business day for the
        recipient). Notices delivered through electronic communications to the extent
        provided in subsection (b) below shall be effective as provided in such
subsection
        (b).

       

      (b)  Electronic
        Communications.
        Notices
        and other communications to the Lenders and the L/C Issuer hereunder may
        be
        delivered or furnished by electronic communication (including e-mail and
        Internet or intranet websites) pursuant to procedures approved by the
        Administrative Agent, provided
        that the
        foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant
        to
Article
        II
        if such
        Lender or the L/C Issuer, as applicable, has notified the Administrative
        Agent
        that it is incapable of receiving notices under such Article by electronic
        communication. The Administrative Agent or the Borrowers may, in its discretion,
        agree to accept notices and other communications to it hereunder by electronic
        communications pursuant to procedures approved by it, provided
        that
        approval of such procedures may be limited to particular notices or
        communications.

       

      
        
          
          

        

        
          128

          
            

          

        

        
          
          

        

      

      Unless
        the Administrative Agent otherwise prescribes, (i) notices and other
        communications sent to an e-mail address shall be deemed received upon the
        sender’s receipt of an acknowledgement from the intended recipient (such as by
        the “return receipt requested” function, as available, return e-mail or other
        written acknowledgement), provided
        that if
        such notice or other communication is not sent during the normal business
        hours
        of the recipient, such notice or communication shall be deemed to have been
        sent
        at the opening of business on the next business day for the recipient, and
        (ii) notices or communications posted to an Internet or intranet website
        shall be deemed received upon the deemed receipt by the intended recipient
        at
        its e-mail address as described in the foregoing clause (i) of notification
        that such notice or communication is available and identifying the website
        address therefor.

       

      
        (c)  The
          Platform.
          THE
          PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED
          BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS
          OR
          THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS
          IN OR
          OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS,
          IMPLIED
          OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
          PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM
          VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION
          WITH THE
          BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
          Agent
          or any of its Related Parties (collectively, the “Agent
          Parties”)
          have
          any liability to Holdings, the Borrowers, any Lender, the L/C Issuer or
          any
          other Person for losses, claims, damages, liabilities or expenses of any
          kind
          (whether in tort, contract or otherwise) arising out of the Borrowers’ or the
          Administrative Agent’s transmission of Borrower Materials through the Internet,
          except to the extent that such losses, claims, damages, liabilities or
          expenses
          are determined by a court of competent jurisdiction by a final and nonappealable
          judgment to have resulted from the gross negligence or willful misconduct
          of
          such Agent Party; provided,
          however,
          that in
          no event shall any Agent Party have any liability to Holdings, the Borrowers,
          any Lender, the L/C Issuer or any other Person for indirect, special,
          incidental, consequential or punitive damages (as opposed to direct or
          actual
          damages).

         

        (d)  Change
          of Address, Etc.
          Each of
          Holdings, the Borrowers, the Administrative Agent, the L/C Issuer and the
          Swing
          Line Lender may change its address, telecopier or telephone number for
          notices
          and other communications hereunder by notice to the other parties hereto.
          Each
          other Lender may change its address, telecopier or telephone number for
          notices
          and other communications hereunder by notice to the Borrowers, the
          Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition,
          each Lender agrees to notify the Administrative Agent from time to time
          to
          ensure that the Administrative Agent has on record (i) an effective address,
          contact name, telephone number, telecopier number and electronic mail address
          to
          which notices and other communications may be sent and (ii) accurate wire
          instructions for such Lender.

         

        
          
            
            

          

          
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        (e)  Reliance
          by Administrative Agent, L/C Issuer and Lenders. The
          Administrative Agent, the L/C Issuer and the Lenders shall be entitled
          to rely
          and act upon any notices (including telephonic Committed Loan Notices and
          Swing
          Line Loan Notices) purportedly given by or on behalf of the Borrowers even
          if
          (i) such notices were not made in a manner specified herein, were incomplete
          or
          were not preceded or followed by any other form of notice specified herein,
          or
          (ii) the terms thereof, as understood by the recipient, varied from any
          confirmation thereof. The Borrowers shall, jointly and severally, indemnify
          the
          Administrative Agent, the L/C Issuer, each Lender and the Related Parties
          of
          each of them from all losses, costs, expenses and liabilities resulting
          from the
          reliance by such Person on each notice purportedly given by or on behalf
          of the
          Borrowers. All telephonic notices to and other telephonic communications
          with
          the Administrative Agent may be recorded by the Administrative Agent, and
          each
          of the parties hereto hereby consents to such recording.

         

        11.03.  No
          Waiver; Cumulative Remedies.
          No
          failure by any Lender, the L/C Issuer or the Administrative Agent to exercise,
          and no delay by any such Person in exercising, any right, remedy, power
          or
          privilege hereunder or under any other Loan Document shall operate as a
          waiver
          thereof; nor shall any single or partial exercise of any right, remedy,
          power or
          privilege hereunder preclude any other or further exercise thereof or the
          exercise of any other right, remedy, power or privilege. The rights, remedies,
          powers and privileges herein provided, and provided under each other Loan
          Document, are cumulative and not exclusive of any rights, remedies, powers
          and
          privileges provided by law.

         

        11.04.  Expenses;
          Indemnity; Damage Waiver.
          (a)  Costs
          and Expenses.
          The
          Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by
          the Administrative Agent and its Affiliates (including the reasonable fees,
          charges and disbursements of counsel for the Administrative Agent), in
          connection with the syndication of the credit facilities provided for herein,
          the preparation, negotiation, execution, delivery and administration of
          this
          Agreement and the other Loan Documents or any amendments, modifications
          or
          waivers of the provisions hereof or thereof (whether or not the transactions
          contemplated hereby or thereby shall be consummated), (ii) all reasonable
          out-of-pocket expenses incurred by the L/C Issuer in connection with the
          issuance, amendment, renewal or extension of any Letter of Credit or any
          demand
          for payment thereunder and (iii) all out-of-pocket expenses incurred by the
          Administrative Agent, any Lender or the L/C Issuer (including the fees,
          charges
          and disbursements of any counsel for the Administrative Agent, any Lender
          or the
          L/C Issuer), and shall pay all fees and time charges for attorneys who
          may be
          employees of the Administrative Agent, any Lender or the L/C Issuer, in
          connection with the enforcement or protection of its rights (A) in connection
          with this Agreement and the other Loan Documents, including its rights
          under
          this Section, or (B) in connection with Loans made or Letters of Credit
          issued
          hereunder, including all such out-of-pocket expenses incurred during any
          workout, restructuring or negotiations in respect of such Loans or Letters
          of
          Credit.

         

        
          
            
            

          

          
            130

            
              

            

          

          
            
            

          

        

        (b)  Indemnification
          by the Borrowers.
          The
          Borrowers shall, jointly and severally, indemnify the Administrative Agent
          (and
          any sub-agent thereof), each Lender and the L/C Issuer, and each Related
          Party
          of any of the foregoing Persons (each such Person being called an “Indemnitee”)
          against, and hold each Indemnitee harmless from, any and all losses, claims,
          damages, liabilities and related expenses (including the fees, charges
          and
          disbursements of any counsel for any Indemnitee), and shall indemnify and
          hold
          harmless each Indemnitee from all fees and time charges and disbursements
          for
          attorneys who may be employees of any Indemnitee, incurred by any Indemnitee
          or
          asserted against any Indemnitee by any third party or by any Borrower or
          any
          other Loan Party arising out of, in connection with, or as a result of
          (i) the execution or delivery of this Agreement, any other Loan Document or
          any agreement or instrument contemplated hereby or thereby, the performance
          by
          the parties hereto of their respective obligations hereunder or thereunder
          or
          the consummation of the transactions contemplated hereby or thereby, or,
          in the
          case of the Administrative Agent (and any sub-agent thereof) and its Related
          Parties only, the administration of this Agreement and the other Loan Documents,
          (ii) any Loan or Letter of Credit or the use or proposed use of the
          proceeds therefrom (including any refusal by the L/C Issuer to honor a
          demand
          for payment under a Letter of Credit if the documents presented in connection
          with such demand do not strictly comply with the terms of such Letter of
          Credit), (iii) any actual or alleged presence or release of Hazardous
          Materials on or from any property owned or operated by any Borrower or
          any of
          its Subsidiaries, or any Environmental Liability related in any way to
          any
          Borrower or any of its Subsidiaries, or (iv) any actual or prospective
          claim, litigation, investigation or proceeding relating to any of the foregoing
          (including, without limitation, any Environmental Action), whether based
          on
          contract, tort or any other theory, whether brought by a third party or
          by any
          Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s
          directors, shareholders or creditors, and regardless of whether any Indemnitee
          is a party thereto, in all cases, whether or not caused by or arising,
          in whole
          or in part, out of the comparative, contributory or sole negligence of
          the
          Indemnitee; provided
          that
          such indemnity shall not, as to any Indemnitee, be available to the extent
          that
          such losses, claims, damages, liabilities or related expenses (x) are
          determined by a court of competent jurisdiction by final and nonappealable
          judgment to have resulted from the gross negligence or willful misconduct
          of
          such Indemnitee or (y) result from a claim brought by the Borrowers or any
          other Loan Party against an Indemnitee for breach in bad faith of such
          Indemnitee’s obligations hereunder or under any other Loan Document, if the
          Borrowers or such Loan Party has obtained a final and nonappealable judgment
          in
          its favor on such claim as determined by a court of competent
          jurisdiction.

         

        (c)  Reimbursement
          by Lenders.
          To the
          extent that the Borrowers for any reason fails to indefeasibly pay any
          amount
          required under subsection (a)
          or (b)
          of this
          Section to be paid by it to the Administrative Agent (or any sub-agent
          thereof),
          the L/C Issuer or any Related Party of any of the foregoing, each Lender
          severally agrees to pay to the Administrative Agent (or any such sub-agent),
          the
          L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable
          Percentage (determined as of the time that the applicable unreimbursed
          expense
          or indemnity payment is sought) of such unpaid amount, provided
          that the
          unreimbursed expense or indemnified loss, claim, damage, liability or related
          expense, as the case may be, was incurred by or asserted against the
          Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity
          as such, or against any Related Party of any of the foregoing acting for
          the
          Administrative Agent (or any such sub-agent) or L/C Issuer in connection
          with
          such capacity. The obligations of the Lenders under this subsection (c)
          are
          subject to the provisions of Section 2.12(d).

         

        
          
            
            

          

          
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        (d)  Waiver
          of Consequential Damages, Etc.
          To the
          fullest extent permitted by applicable law, the Borrowers shall not assert,
          and
          hereby waives, any claim against any Indemnitee, on any theory of liability,
          for
          special, indirect, consequential or punitive damages (as opposed to direct
          or
          actual damages) arising out of, in connection with, or as a result of,
          this
          Agreement, any other Loan Document or any agreement or instrument contemplated
          hereby, the transactions contemplated hereby or thereby, any Loan or Letter
          of
          Credit or the use of the proceeds thereof. No Indemnitee referred to in
          subsection
          (b)
          above
          shall be liable for any damages arising from the use by unintended recipients
          of
          any information or other materials distributed to such unintended recipients
          by
          such Indemnitee through telecommunications, electronic or other information
          transmission systems in connection with this Agreement or the other Loan
          Documents or the transactions contemplated hereby or thereby other than
          for
          direct or actual damages resulting from the gross negligence or willful
          misconduct of such Indemnitee as determined by a final and nonappealable
          judgment of a court of competent jurisdiction.

         

        (e)  Payments.
          All
          amounts due under this Section shall be payable not later than ten Business
          Days
          after demand therefor.

         

        (f)  Survival.
          The
          agreements in this Section shall survive the resignation of the Administrative
          Agent, the L/C Issuer and the Swing Line Lender, the replacement of any
          Lender,
          the termination of the Aggregate Commitments and the repayment, satisfaction
          or
          discharge of all the other Obligations.

         

        11.05.  Payments
          Set Aside.
          To the
          extent that any payment by or on behalf of the Borrowers is made to the
          Administrative Agent, the L/C Issuer or any Lender, or the Administrative
          Agent,
          the L/C Issuer or any Lender exercises its right of setoff, and such payment
          or
          the proceeds of such setoff or any part thereof is subsequently invalidated,
          declared to be fraudulent or preferential, set aside or required (including
          pursuant to any settlement entered into by the Administrative Agent, the
          L/C
          Issuer or such Lender in its discretion) to be repaid to a trustee, receiver
          or
          any other party, in connection with any proceeding under any Debtor Relief
          Law
          or otherwise, then (a) to the extent of such recovery, the obligation or
          part
          thereof originally intended to be satisfied shall be revived and continued
          in
          full force and effect as if such payment had not been made or such setoff
          had
          not occurred, and (b) each Lender and the L/C Issuer severally agrees to
          pay to
          the Administrative Agent upon demand its applicable share (without duplication)
          of any amount so recovered from or repaid by the Administrative Agent,
          plus
          interest
          thereon from the date of such demand to the date such payment is made at
          a rate
          per annum equal to the Federal Funds Rate from time to time in effect.
          The
          obligations of the Lenders and the L/C Issuer under clause (b) of the preceding
          sentence shall survive the payment in full of the Obligations and the
          termination of this Agreement.

         

        11.06.  Successors
          and Assigns.
          (a)  Successors
          and Assigns Generally.
          The
          provisions of this Agreement shall be binding upon and inure to the benefit
          of
          the parties hereto and their respective successors and assigns permitted
          hereby,
          except that neither the Borrowers nor any other Loan Party may assign or
          otherwise transfer any of its rights or obligations hereunder without the
          prior
          written consent of the Administrative Agent and each Lender and no Lender
          may
          assign or otherwise transfer any of its rights or obligations hereunder
          except
          (i) to an assignee in accordance with the provisions of Section
          11.06(b),
          (ii) by
          way of participation in accordance with the provisions of Section
          11.06(d),
          (iii)
          by way of pledge or assignment of a security interest subject to the
          restrictions of Section
          11.06(f),
          or (iv)
          to an SPC in accordance with the provisions of Section
          11.06(h)
          (and any
          other attempted assignment or transfer by any party hereto shall be null
          and
          void). Nothing in this Agreement, expressed or implied, shall be construed
          to
          confer upon any Person (other than the parties hereto, their respective
          successors and assigns permitted hereby, Participants to the extent provided
          in
subsection
          (d)
          of this
          Section and, to the extent expressly contemplated hereby, the Related Parties
          of
          each of the Administrative Agent, the L/C Issuer and the Lenders) any legal
          or
          equitable right, remedy or claim under or by reason of this
          Agreement.

        
          
            
            

          

          
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        (b)  Assignments
          by Lenders.
          Any
          Lender may at any time assign to one or more assignees all or a portion
          of its
          rights and obligations under this Agreement (including all or a portion
          of its
          Commitment(s) and the Loans (including for purposes of this Section
          11.06(b),
          participations in L/C Obligations and in Swing Line Loans) at the time
          owing to
          it); provided
          that any
          such assignment shall be subject to the following conditions:

         

        (i)  Minimum
          Amounts.

         

        (A)  in
          the
          case of an assignment of the entire remaining amount of the assigning Lender’s
          Commitment under any Facility and the Loans at the time owing to it under
          such
          Facility or in the case of an assignment to a Lender, an Affiliate of a
          Lender
          or an Approved Fund, no minimum amount need be assigned; and

         

        (B)  in
          any
          case not described in subsection (b)(i)(A) of this Section, the aggregate
          amount
          of the Commitment (which for this purpose includes Loans outstanding thereunder)
          or, if the Commitment is not then in effect, the principal outstanding
          balance
          of the Loans of the assigning Lender subject to each such assignment, determined
          as of the date the Assignment and Assumption with respect to such assignment
          is
          delivered to the Administrative Agent or, if “Trade Date” is specified in the
          Assignment and Assumption, as of the Trade Date, shall not be less than
          $5,000,000, in the case of any assignment in respect of the Revolving Credit
          Facility, or $1,000,000, in the case of any assignment in respect of either
          Term
          Facility, unless each of the Administrative Agent and, so long as no Event
          of
          Default has occurred and is continuing, the Borrowers otherwise consent
          (each
          such consent not to be unreasonably withheld or delayed); provided,
          however,
          that
          concurrent assignments to members of an Assignee Group and concurrent
          assignments from members of an Assignee Group to a single Eligible Assignee
          (or
          to an Eligible Assignee and members of its Assignee Group) will be treated
          as a
          single assignment for purposes of determining whether such minimum amount
          has
          been met;

         

        (ii)  Proportionate
          Amounts.
          Each
          partial assignment shall be made as an assignment of a proportionate part
          of all
          the assigning Lender’s rights and obligations under this Agreement with respect
          to the Loans or the Commitment assigned, except that this clause
          (ii)
          shall
          not (A) apply to the Swing Line Lender’s rights and obligations in respect of
          Swing Line Loans or (B) prohibit any Lender from assigning all or a portion
          of
          its rights and obligations among separate Facilities on a non-pro rata
          basis;

         

        (iii)  Required
          Consents.
          No
          consent shall be required for any assignment except to the extent required
          by
subsection
          (b)(i)(B)
          of this
          Section and, in addition:

         

        (A)  the
          consent of the Borrowers (such consent not to be unreasonably withheld
          or
          delayed) shall be required unless (1) an Event of Default has occurred
          and is
          continuing at the time of such assignment or (2) such assignment is to
          a Lender,
          an Affiliate of a Lender or an Approved Fund;

        
          
            
            

          

          
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        (B)  the
          consent of the Administrative Agent (such consent not to be unreasonably
          withheld or delayed) shall be required for assignments in respect of (i)
          any
          Term Commitment or Revolving Credit Commitment if such assignment is to
          a Person
          that is not a Lender with a Commitment in respect of the applicable Facility,
          an
          Affiliate of such Lender or an Approved Fund with respect to such Lender
          or (ii)
          any Term Loan to a Person that is not a Lender, an Affiliate of a Lender
          or an
          Approved Fund; and

         

        (C)  the
          consent of the L/C Issuer (such consent not to be unreasonably withheld
          or
          delayed) shall be required for any assignment that increases the obligation
          of
          the assignee to participate in exposure under one or more Letters of Credit
          (whether or not then outstanding); and

         

        (D)  the
          consent of the Swing Line Lender (such consent not to be unreasonably withheld
          or delayed) shall be required for any assignment in respect of the Revolving
          Credit Facility.

         

        (iv)  Assignment
          and Assumption.
          The
          parties to each assignment shall execute and deliver to the Administrative
          Agent
          an Assignment and Assumption, together with a processing and recordation
          fee in
          the amount of $3,500; provided,
          however,
          that
          the Administrative Agent may, in its sole discretion, elect to waive such
          processing and recordation fee in the case of any assignment. The assignee,
          if
          it shall not be a Lender, shall deliver to the Administrative Agent an
          Administrative Questionnaire.

         

        (v)  No
          Assignment to Borrowers.
          No such
          assignment shall be made to any Borrower or any of the Borrowers’ Affiliates or
          Subsidiaries.

         

        (vi)  No
          Assignment to Natural Persons.
          No such
          assignment shall be made to a natural person.

         

        Subject
          to acceptance and recording thereof by the Administrative Agent pursuant
          to
subsection (c)
          of this
          Section, from and after the effective date specified in each Assignment
          and
          Assumption, the assignee thereunder shall be a party to this Agreement
          and, to
          the extent of the interest assigned by such Assignment and Assumption,
          have the
          rights and obligations of a Lender under this Agreement, and the assigning
          Lender thereunder shall, to the extent of the interest assigned by such
          Assignment and Assumption, be released from its obligations under this
          Agreement
          (and, in the case of an Assignment and Assumption covering all of the assigning
          Lender’s rights and obligations under this Agreement, such Lender shall cease
          to
          be a party hereto but shall continue to be entitled to the benefits of
          Sections
          3.01,
          3.04,
          3.05
          and
11.04
          with
          respect to facts and circumstances occurring prior to the effective date
          of such
          assignment). Upon request, the Borrowers (at their expense) shall execute
          and
          deliver a Note to the assignee Lender. Any assignment or transfer by a
          Lender of
          rights or obligations under this Agreement that does not comply with this
          subsection shall be treated for purposes of this Agreement as a sale by
          such
          Lender of a participation in such rights and obligations in accordance
          with
Section
          11.06(d).

         

        
          
            
            

          

          
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        (c)  Register.
          The
          Administrative Agent, acting solely for this purpose as an agent of the
          Borrower, shall maintain at the Administrative Agent’s Office a copy of each
          Assignment and Assumption delivered to it and a register for the recordation
          of
          the names and addresses of the Lenders, and the Commitments of, and principal
          amounts of the Loans and L/C Obligations owing to, each Lender pursuant
          to the
          terms hereof from time to time (the “Register”).
          The
          entries in the Register shall be conclusive, and the Borrowers, the
          Administrative Agent and the Lenders may treat each Person whose name is
          recorded in the Register pursuant to the terms hereof as a Lender hereunder
          for
          all purposes of this Agreement, notwithstanding notice to the contrary.
          The
          Register shall be available for inspection by the Borrowers and any Lender,
          at
          any reasonable time and from time to time upon reasonable prior
          notice.

         

        (d)  Participations.
          Any
          Lender may at any time, without the consent of, or notice to, any Borrower
          or
          the Administrative Agent, sell participations to any Person (other than
          a
          natural person or any Borrower or any of the Borrowers’ Affiliates or
          Subsidiaries) (each, a “Participant”)
          in all
          or a portion of such Lender’s rights and/or obligations under this Agreement
          (including all or a portion of its Commitment and/or the Loans (including
          such
          Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to
          it); provided
          that
          (i) such Lender’s obligations under this Agreement shall remain unchanged,
          (ii) such Lender shall remain solely responsible to the other parties
          hereto for the performance of such obligations and (iii) the Borrowers, the
          Administrative Agent, the Lenders and the L/C Issuer shall continue to
          deal
          solely and directly with such Lender in connection with such Lender’s rights and
          obligations under this Agreement. Any agreement or instrument pursuant
          to which
          a Lender sells such a participation shall provide that such Lender shall
          retain
          the sole right to enforce this Agreement and to approve any amendment,
          modification or waiver of any provision of this Agreement; provided
          that
          such agreement or instrument may provide that such Lender will not, without
          the
          consent of the Participant, agree to any amendment, waiver or other modification
          described in the first proviso to Section
          11.01
          that
          affects such Participant. Subject to subsection
          (e)
          of this
          Section, the Borrowers agree that each Participant shall be entitled to
          the
          benefits of Sections 3.01,
          3.04
          and
3.05 to
          the
          same extent as if it were a Lender and had acquired its interest by assignment
          pursuant to Section
          11.06(b).
          To the
          extent permitted by law, each Participant also shall be entitled to the
          benefits
          of Section 11.08 as
          though
          it were a Lender, provided
          such
          Participant agrees to be subject to Section
          2.13
          as
          though it were a Lender.

         

        (e)  Limitations
          upon Participant Rights.
          A
          Participant shall not be entitled to receive any greater payment under
          Section
          3.01
          or
3.04 than
          the
          applicable Lender would have been entitled to receive with respect to the
          participation sold to such Participant, unless the sale of the participation
          to
          such Participant is made with the Borrowers’ prior written consent. A
          Participant that would be a Foreign Lender if it were a Lender shall not
          be
          entitled to the benefits of Section 3.01
          unless
          the Borrowers are notified of the participation sold to such Participant
          and
          such Participant agrees, for the benefit of the Borrowers, to comply with
          Section
          3.01(e)
          as
          though it were a Lender.

         

        (f)  Certain
          Pledges.
          Any
          Lender may at any time pledge or assign a security interest in all or any
          portion of its rights under this Agreement (including under its Note, if
          any) to
          secure obligations of such Lender, including any pledge or assignment to
          secure
          obligations to a Federal Reserve Bank; provided
          that no
          such pledge or assignment shall release such Lender from any of its obligations
          hereunder or substitute any such pledgee or assignee for such Lender as
          a party
          hereto.

         

        
          
            
            

          

          
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          (g)  Electronic
            Execution of Assignments.
            The
            words “execution,” “signed,” “signature,” and words of like import in any
            Assignment and Assumption shall be deemed to include electronic signatures
            or
            the keeping of records in electronic form, each of which shall be of
            the same
            legal effect, validity or enforceability as a manually executed signature
            or the
            use of a paper-based recordkeeping system, as the case may be, to the
            extent and
            as provided for in any applicable law, including the Federal Electronic
            Signatures in Global and National Commerce Act, the New York State Electronic
            Signatures and Records Act, or any other similar state laws based on
            the Uniform
            Electronic Transactions Act.

           
(h)  Special
          Purpose Funding Vehicles. Notwithstanding
          anything to the contrary contained herein, any Lender (a “Granting
          Lender”)
          may
          grant to a special purpose funding vehicle identified as such in writing
          from
          time to time by the Granting Lender to the Administrative Agent and the
          Borrowers (an “SPC”)
          the
          option to provide all or any part of any Loan that such Granting Lender
          would
          otherwise be obligated to make pursuant to this Agreement; provided
          that (i)
          nothing herein shall constitute a commitment by any SPC to fund any Loan,
          and
          (ii) if an SPC elects not to exercise such option or otherwise fails to
          make all
          or any part of such Loan, the Granting Lender shall be obligated to make
          such
          Loan pursuant to the terms hereof or, if it fails to do so, to make such
          payment
          to the Administrative Agent as is required under Section
          2.12(b)(ii).
          Each
          party hereto hereby agrees that (i) neither the grant to any SPC nor the
          exercise by any SPC of such option shall increase the costs or expenses
          or
          otherwise increase or change the obligations of the Borrowers under this
          Agreement (including its obligations under Section
          3.04),
          (ii)
          no SPC shall be liable for any indemnity or similar payment obligation
          under
          this Agreement for which a Lender would be liable, and (iii) the Granting
          Lender
          shall for all purposes, including the approval of any amendment, waiver
          or other
          modification of any provision of any Loan Document, remain the lender of
          record
          hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment
          of the Granting Lender to the same extent, and as if, such Loan were made
          by
          such Granting Lender. In furtherance of the foregoing, each party hereto
          hereby
          agrees (which agreement shall survive the termination of this Agreement)
          that,
          prior to the date that is one year and one day after the payment in full
          of all
          outstanding commercial paper or other senior debt of any SPC, it will not
          institute against, or join any other Person in instituting against, such
          SPC any
          bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding
          under the laws of the United States or any State thereof. Notwithstanding
          anything to the contrary contained herein, any SPC may (i) with notice
          to, but
          without prior consent of the Borrowers and the Administrative Agent and
          with the
          payment of a processing fee in the amount of $3,500, assign all or any
          portion
          of its right to receive payment with respect to any Loan to the Granting
          Lender
          and (ii) disclose on a confidential basis any non-public information relating
          to
          its funding of Loans to any rating agency, commercial paper dealer or provider
          of any surety or Guarantee or credit or liquidity enhancement to such
          SPC.

         

        (i)  Resignation
          as L/C Issuer or Swing Line Lender after Assignment.
          Notwithstanding anything to the contrary contained herein, if at any time
          Bank
          of America assigns all of its Revolving Credit Commitments and Revolving
          Credit
          Loans pursuant to Section
          11.06(b),
          Bank of
          America may, (i) upon 30 days’ notice to the Borrowers and the Lenders, resign
          as L/C Issuer and/or (ii) upon 30
          days’
notice to the Borrowers, resign as Swing Line Lender. In the event of any
          such
          resignation as L/C Issuer or Swing Line Lender, the Borrowers shall be
          entitled
          to appoint from among the Lenders a successor L/C Issuer or Swing Line
          Lender
          hereunder; provided,
          however,
          that no
          failure by the Borrowers to appoint any such successor shall affect the
          resignation of Bank of America as L/C Issuer or Swing Line Lender, as the
          case
          may be. If Bank of America resigns as L/C Issuer, it shall retain all the
          rights, powers, privileges and duties of the L/C Issuer hereunder with
          respect
          to all Letters of Credit outstanding as of the effective date of its resignation
          as L/C Issuer and all L/C Obligations with respect thereto (including the
          right
          to require the Lenders to make Base Rate Loans or fund risk participations
          in
          Unreimbursed Amounts pursuant to Section
          2.03(c)).
          If
          Bank of America resigns as Swing Line Lender, it shall retain all the rights
          of
          the Swing Line Lender provided for hereunder with respect to Swing Line
          Loans
          made by it and outstanding as of the effective date of such resignation,
          including the right to require the Lenders to make Base Rate Loans or fund
          risk
          participations in outstanding Swing Line Loans pursuant to Section
          2.04(c).
          Upon
          the appointment of a successor L/C Issuer and/or Swing Line Lender, (a)
          such
          successor shall succeed to and become vested with all of the rights, powers,
          privileges and duties of the retiring L/C Issuer or Swing Line Lender,
          as the
          case may be, and (b) the successor L/C Issuer shall issue letters of credit
          in
          substitution for the Letters of Credit, if any, outstanding at the time
          of such
          succession or make other arrangements satisfactory to Bank of America to
          effectively assume the obligations of Bank of America with respect to such
          Letters of Credit.

        
          
            
            

          

          
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        11.07.  Treatment
          of Certain Information; Confidentiality.
          Each of
          the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
          the
          confidentiality of the Information (as defined below), except that Information
          may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors and
          representatives (it being understood that the Persons to whom such disclosure
          is
          made will be informed of the confidential nature of such Information and
          instructed to keep such Information confidential), (b) to the extent
          requested by any regulatory authority purporting to have jurisdiction over
          it
          (including any self-regulatory authority, such as the National Association
          of
          Insurance Commissioners), (c) to the extent required by applicable laws or
          regulations or by any subpoena or similar legal process, (d) to any other
          party
          hereto, (e) in connection with the exercise of any remedies hereunder or
          under
          any other Loan Document or any action or proceeding relating to this Agreement
          or any other Loan Document or the enforcement of rights hereunder or thereunder,
          (f) subject to an agreement containing provisions substantially the same
          as
          those of this Section, to (i) any assignee of or Participant in, or any
          prospective assignee of or Participant in, any of its rights or obligations
          under this Agreement or (ii) any actual or prospective counterparty (or
          its
          advisors) to any swap or derivative transaction relating to the Borrowers
          and
          their obligations, (g) with the consent of the Borrowers or (h) to the
          extent such Information (i) becomes publicly available other than as a
          result of a breach of this Section or (ii) becomes available to the
          Administrative Agent, any Lender, the L/C Issuer or any of their respective
          Affiliates on a nonconfidential basis from a source other than the
          Borrowers.

         

      

    

    
      For
        purposes of this Section, “Information”
means
        all information received from any Loan Party or any Subsidiary thereof relating
        to any Loan Party or any Subsidiary thereof or their respective businesses,
        other than any such information that is available to the Administrative Agent,
        any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure
        by
        any Loan Party or any Subsidiary thereof, provided
        that, in
        the case of information received from a Loan Party or any such Subsidiary
        after
        the date hereof, such information is clearly identified at the time of delivery
        as confidential. Any Person required to maintain the confidentiality of
        Information as provided in this Section shall be considered to have complied
        with its obligation to do so if such Person has exercised the same degree
        of
        care to maintain the confidentiality of such Information as such Person would
        accord to its own confidential information.

       

      Each
        of
        the Administrative Agent, the Lenders and the L/C Issuer acknowledges that
        (a)
        the Information may include material non-public information concerning the
        Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance
        procedures regarding the use of material non-public information and (c) it
        will
        handle such material non-public information in accordance with applicable
        Law,
        including Federal and state securities Laws.

       

      
        
          
          

        

        
          137

          
            

          

        

        
          
          

        

      

      11.08.  Right
        of Setoff.
        If an
        Event of Default shall have occurred and be continuing, each Lender, the
        L/C
        Issuer and each of their respective Affiliates is hereby authorized at any
        time
        and from time to time, after obtaining the prior written consent of the
        Administrative Agent, to the fullest extent permitted by applicable law,
        to set
        off and apply any and all deposits (general or special, time or demand,
        provisional or final, in whatever currency) at any time held and other
        obligations (in whatever currency) at any time owing by such Lender, the
        L/C
        Issuer or any such Affiliate to or for the credit or the account of the
        Borrowers or any other Loan Party against any and all of the obligations
        of the
        Borrowers or such Loan Party now or hereafter existing under this Agreement
        or
        any other Loan Document to such Lender or the L/C Issuer, irrespective of
        whether or not such Lender or the L/C Issuer shall have made any demand under
        this Agreement or any other Loan Document and although such obligations of
        the
        Borrowers or such Loan Party may be contingent or unmatured or are owed to
        a
        branch or office of such Lender or the L/C Issuer different from the branch
        or
        office holding such deposit or obligated on such indebtedness. The rights
        of
        each Lender, the L/C Issuer and their respective Affiliates under this Section
        are in addition to other rights and remedies (including other rights of setoff)
        that such Lender, the L/C Issuer or their respective Affiliates may have.
        Each
        Lender and the L/C Issuer agrees to notify the Administrative Borrower and
        the
        Administrative Agent promptly after any such setoff and application,
provided
        that the
        failure to give such notice shall not affect the validity of such setoff
        and
        application.

       

      11.09.  Interest
        Rate Limitation.
        Notwithstanding anything to the contrary contained in any Loan Document,
        the
        interest paid or agreed to be paid under the Loan Documents shall not exceed
        the
        maximum rate of non-usurious interest permitted by applicable Law (the
“Maximum
        Rate”).
        If
        the Administrative Agent or any Lender shall receive interest in an amount
        that
        exceeds the Maximum Rate, the excess interest shall be applied to the principal
        of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers.
        In determining whether the interest contracted for, charged, or received
        by the
        Administrative Agent or a Lender exceeds the Maximum Rate, such Person may,
        to
        the extent permitted by applicable Law, (a) characterize any payment that
        is not
        principal as an expense, fee, or premium rather than interest, (b) exclude
        voluntary prepayments and the effects thereof, and (c) amortize, prorate,
        allocate, and spread in equal or unequal parts the total amount of interest
        throughout the contemplated term of the Obligations hereunder.

       

      11.10.  Counterparts;
        Integration; Effectiveness.
        This
        Agreement may be executed in counterparts (and by different parties hereto
        in
        different counterparts), each of which shall constitute an original, but
        all of
        which when taken together shall constitute a single contract. This Agreement
        and
        the other Loan Documents constitute the entire contract among the parties
        relating to the subject matter hereof and supersede any and all previous
        agreements and understandings, oral or written, relating to the subject matter
        hereof. Except as provided in Section
        4.01,
        this
        Agreement shall become effective when it shall have been executed by the
        Administrative Agent and when the Administrative Agent shall have received
        counterparts hereof that, when taken together, bear the signatures of each
        of
        the other parties hereto. Delivery of an executed counterpart of a signature
        page of this Agreement by telecopy shall be effective as delivery of a manually
        executed counterpart of this Agreement.

       

      
        
          
          

        

        
          138

          
            

          

        

        
          
          

        

      

      11.11.  Survival
        of Representations and Warranties.
        All
        representations and warranties made hereunder and in any other Loan Document
        or
        other document delivered pursuant hereto or thereto or in connection herewith
        or
        therewith shall survive the execution and delivery hereof and thereof. Such
        representations and warranties have been or will be relied upon by the
        Administrative Agent and each Lender, regardless of any investigation made
        by
        the Administrative Agent or any Lender or on their behalf and notwithstanding
        that the Administrative Agent or any Lender may have had notice or knowledge
        of
        any Default at the time of any Credit Extension, and shall continue in full
        force and effect as long as any Loan or any other Obligation hereunder shall
        remain unpaid or unsatisfied or any Letter of Credit shall remain
        outstanding.

       

      11.12.  Severability.
        If any
        provision of this Agreement or the other Loan Documents is held to be illegal,
        invalid or unenforceable, (a) the legality, validity and enforceability of
        the
        remaining provisions of this Agreement and the other Loan Documents shall
        not be
        affected or impaired thereby and (b) the parties shall endeavor in good faith
        negotiations to replace the illegal, invalid or unenforceable provisions
        with
        valid provisions the economic effect of which comes as close as possible
        to that
        of the illegal, invalid or unenforceable provisions. The invalidity of a
        provision in a particular jurisdiction shall not invalidate or render
        unenforceable such provision in any other jurisdiction.

       

      11.13.  Replacement
        of Lenders.
        If any
        Lender requests compensation under Section
        3.04,
        or if
        the Borrowers are required to pay any additional amount to any Lender or
        any
        Governmental Authority for the account of any Lender pursuant to Section
        3.01,
        if any
        Lender is a Defaulting Lender or if any other circumstance exists hereunder
        that
        gives the Borrowers the right to replace a Lender as a party hereto, then
        the
        Borrowers may, at their sole expense and effort, upon notice to such Lender
        and
        the Administrative Agent, require such Lender to assign and delegate, without
        recourse (in accordance with and subject to the restrictions contained in,
        and
        consents required by, Section
        11.06),
        all of
        its interests, rights and obligations under this Agreement and the related
        Loan
        Documents to an assignee that shall assume such obligations (which assignee
        may
        be another Lender, if a Lender accepts such assignment), provided
        that:

       

      (a)  the
        Borrowers shall have paid to the Administrative Agent the assignment fee
        specified in Section
        11.06(b);

       

      (b)  such
        Lender shall have received payment of an amount equal to the outstanding
        principal of its Loans and L/C Advances, accrued interest thereon, accrued
        fees
        and all other amounts payable to it hereunder and under the other Loan Documents
        (including any amounts under Section
        3.05)
        from
        the assignee (to the extent of such outstanding principal and accrued interest
        and fees) or the Borrowers (in the case of all other amounts);

       

      (c)  in
        the
        case of any such assignment resulting from a claim for compensation under
        Section
        3.04
        or
        payments required to be made pursuant to Section 3.01,
        such
        assignment will result in a reduction in such compensation or payments
        thereafter; and

       

      
        
          
          

        

        
          139

          
            

          

        

        
          
          

        

      

      
        (d)  such
          assignment does not conflict with applicable Laws.

         

        A
          Lender
          shall not be required to make any such assignment or delegation if, prior
          thereto, as a result of a waiver by such Lender or otherwise, the circumstances
          entitling the Borrowers to require such assignment and delegation cease
          to
          apply.

         

      

    

    
      11.14
        Governing Law; Jurisdiction; Etc.
        a)  GOVERNING
        LAW.
        THIS
        AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
        OF THE
        STATE OF NEW YORK, EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF
        LAW
(OTHER
        THAN THE NEW YORK GENERAL OBLIGATIONS LAW 5-1401).

       

      
                    (b)  SUBMISSION
          TO JURISDICTION.
          THE
          BORROWERS, THE ADMINISTRATIVE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY
          AND
          UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
          JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK
          COUNTY
          AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW
          YORK,
          AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
          OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
          RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
          IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
          SUCH
          ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
          COURT
          OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
          COURT.
          EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION
          OR
          PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
          BY
          SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN
          THIS
          AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
          ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO
          BRING
          ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
          AGAINST THE BORROWERS, THE ADMINISTRATIVE BORROWER OR ANY OTHER LOAN PARTY
          OR
          ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

         

        (c)  WAIVER
          OF VENUE.
          THE
          BORROWERS, THE ADMINISTRATIVE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY
          AND
          UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
          ANY
          OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
          ACTION
          OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
          LOAN
          DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B)
          OF THIS
          SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
          EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM
          TO THE
          MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

         

         

        
          
            
            

          

          
            140

            
              

            

          

          
            
            

          

        

        
          (d)  SERVICE
            OF PROCESS.
            EACH
            LOAN PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER
            PROVIDED FOR NOTICES IN SECTION 11.02
            AND
            APPOINTS CARDILLO & CORBETT, WITH AN OFFICE AT 29 BROADWAY, NEW YORK, NEW
            YORK 10006, AS ITS AGENT TO RECEIVE ON ITS BEHALF SERVICE OF COPIES OF
            SUMMONS
            AND COMPLAINTS AND ANY OTHER PROCESS THAT MAY BE SERVED IN ANY ACTION
            OR
            PROCEEDING. IF THE APPOINTMENT OF CARDILLO & CORBETT AS AGENT PURSUANT TO
            THE PRECEDING SENTENCE SHALL AT ANY TIME CEASE TO BE EFFECTIVE AS TO
            ANY LOAN
            PARTY OR CARDILLO & CORBETT SHALL CEASE TO HAVE AN OFFICE IN NEW YORK
            COUNTY, EACH LOAN PARTY SHALL IMMEDIATELY APPOINT ANOTHER PERSON HAVING
            AN
            OFFICE IN NEW YORK COUNTY AND OTHERWISE ACCEPTABLE TO THE ADMINISTRATIVE
            AGENT
            TO ACCEPT SERVICE OF PROCESS ON ITS BEHALF. THE ADMINISTRATIVE AGENT
            AND EACH
            LENDER IRREVOCABLE CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED
            FOR
            NOTICES IN SECTION
            11.02.
            NOTHING
            IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE
            PROCESS IN
            ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

           

        

      

      
        11.15.  Waiver
          of Jury Trial.
          EACH
          PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
          BY
          APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
          DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
          ANY OTHER
          LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
          BASED
          ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
          THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
          EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT
          OF
          LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
          IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
          AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
          AND
          CERTIFICATIONS IN THIS SECTION.

         

        11.16.  No
          Advisory or Fiduciary Responsibility. In
          connection with all aspects of each transaction contemplated hereby, the
          Borrowers and Holdings each acknowledge and agree, and acknowledge their
          respective Affiliates’ understanding, that: (i) the credit facilities provided
          for hereunder and any related arranging or other services in connection
          therewith (including in connection with any amendment, waiver or other
          modification hereof or of any other Loan Document) are an arm’s-length
          commercial transaction between the Borrowers, Holdings and their respective
          Affiliates, on the one hand, and the Administrative Agent and, the Arranger,
          on
          the other hand, and each of the Borrowers and Holdings is capable of evaluating
          and understanding and understands and accepts the terms, risks and conditions
          of
          the transactions contemplated hereby and by the other Loan Documents (including
          any amendment, waiver or other modification hereof or thereof); (ii) in
          connection with the process leading to such transaction, the Administrative
          Agent and the Arranger each is and has been acting solely as a principal
          and is
          not the financial advisor, agent or fiduciary, for the Borrowers Holdings
          or any of their respective Affiliates, stockholders, creditors or employees
          or
          any other Person; (iii) neither the Administrative Agent nor the Arranger
          has
          assumed or will assume an advisory, agency or fiduciary responsibility
          in favor
          of any Borrower or Holdings with respect to any of the transactions contemplated
          hereby or the process
          leading thereto, including with respect to any amendment, waiver or other
          modification hereof or of any other Loan Document (irrespective of whether
          the
          Administrative Agent or the Arranger has advised or is currently advising
          the
          Borrowers, Holdings or any of their respective Affiliates on other matters)
          and
          neither the Administrative Agent nor the Arranger has any obligation to
          the
          Borrowers, Holdings or any of their respective Affiliates with respect
          to the
          transactions contemplated hereby except those obligations expressly set
          forth
          herein and in the other Loan Documents; (iv) the Administrative Agent and
          the
          Arranger and their respective Affiliates may be engaged in a broad range
          of
          transactions that involve interests that differ from those of the Borrowers,
          Holdings and their respective Affiliates, and neither the Administrative
          Agent
          nor the Arranger has any obligation to disclose any of such interests by
          virtue
          of any advisory, agency or fiduciary relationship; and (v) the Administrative
          Agent and the Arranger have not provided and will not provide any legal,
          accounting, regulatory or tax advice with respect to any of the transactions
          contemplated hereby (including any amendment, waiver or other modification
          hereof or of any other Loan Document) and each of the Borrowers and Holdings
          has
          consulted its own legal, accounting, regulatory and tax advisors to the
          extent
          it has deemed appropriate. Each of the Borrowers and Holdings hereby waives
          and
          releases, to the fullest extent permitted by law, any claims that it may
          have
          against the Administrative Agent and the Arranger with respect to any breach
          or
          alleged breach of agency or fiduciary duty.

         

        
          
            
            

          

          
            141

            
              

            

          

          
            
            

          

        

        
          11.17.  USA
            PATRIOT Act Notice.
            Each
            Lender that is subject to the Act (as hereinafter defined) and the
            Administrative Agent (for itself and not on behalf of any Lender) hereby
            notifies the Borrowers that pursuant to the requirements of the USA Patriot
            Act
            (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
            “Act”),
            it is
            required to obtain, verify and record information that identifies each
            Loan
            Party, which information includes the name and address of each Loan Party
            and
            other information that will allow such Lender or the Administrative Agent,
            as
            applicable, to identify each Loan Party in accordance with the Act.

           

          11.18.  Time
            of the Essence. Time
            is
            of the essence of the Loan Documents.

           

          11.19.  ENTIRE
            AGREEMENT. THIS
            AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
            AMONG THE
            PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
            OR
            SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
            AGREEMENTS AMONG THE PARTIES.

           

          11.20.  TBS
            Shipping Services Inc. as Administrative Borrower. Each
            Borrower hereby irrevocably appoints TBS Shipping Services Inc., a New
            York
            corporation, as the borrowing agent and attorney-in-fact for all Borrowers
            (the
“Administrative
            Borrower”)
            which
            appointment shall remain in full force and effect unless and until
            Administrative Agent shall have received prior written notice signed
            by each
            Borrower that such appointment has been revoked and that another Borrower
            has
            been appointed Administrative Borrower. Each Borrower hereby irrevocably
            appoints and authorizes the Administrative Borrower (i) to provide
            Administrative Agent with all notices with respect to Credit Extensions
            obtained
            for the benefit of any Borrower and all other notices and instructions
            under
            this Agreement and (ii) to take such action as the Administrative Borrower
            deems
            appropriate on its behalf to obtain Credit Extensions and to exercise
            such other
            powers as are reasonably incidental thereto to carry out the purposes
            of this
            Agreement. It is understood that the handling of the Collateral of Borrowers
            in
            a combined fashion, as more fully set forth herein, is done solely as
            an
            accommodation to Borrowers in order to utilize the collective borrowing
            powers
            of Borrowers in the most efficient and economical manner and at their
            request,
            and that Secured Parties shall not incur liability to any Borrower as
            a result
            thereof. Each Borrower expects to derive benefit, directly or indirectly,
            from
            the handling of the Collateral in a combined fashion since the successful
            operation of each Borrower is dependent on the continued successful performance
            of the integrated group. To induce the Secured Parties to do so, and
            in
            consideration thereof, each Borrower hereby jointly and severally agrees
            to
            indemnify each Secured Party and hold each Secured Party harmless against
            any
            and all liability, expense, loss or claim of damage or injury, made against
            the
            Secured Parties by any Borrower or by any third party whosoever, arising
            from or
            incurred by reason of (a) the handling of the Collateral of Borrowers
            as herein
            provided, (b) the Secured Party’s relying on any instructions of the
            Administrative Borrower, or (c) any other action taken by the Secured
            Parties
            hereunder or under the other Loan Documents, except that Borrowers will
            have no
            liability to such Secured Party under this Section
            11.20
            with
            respect to any liability that has been finally determined by a court
            of
            competent jurisdiction to have resulted from the gross negligence or
            willful
            misconduct of such Secured Party.

           

          
            
              
              

            

            
              142

              
                

              

            

            
              
              

            

          

           

                          IN
            WITNESS WHEREOF,
the
            parties hereto have caused this Agreement to be duly executed as of the
            date
            first above written.

          
             

            BORROWERS:                                     ALBEMARLE
              MARITIME
              CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            ARDEN
              MARITIME CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            ASIA-AMERICA
              OCEAN CARRIERS LTD.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            BIRNAM
              MARITIME CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            BRISTOL
              MARITIME CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            CHESTER
              SHIPPING CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            DARBY
              NAVIGATION CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            
              
                
                

              

              
                S-1

                
                  

                

              

              
                
                

              

            

            DOVER
              MARITIME CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            FRANKFORT
              MARITIME CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            GLENWOOD
              MARITIME CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            HANSEN
              SHIPPING CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            HENLEY
              MARITIME CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            


            HUDSON
              MARITIME CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            KENSINGTON
              SHIPPING CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            
              
                
                

              

              
                S-2

                
                  

                

              

              
                
                

              

            

            NEWKIRK
              NAVIGATION CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            OLDCASTLE
              SHIPPING CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            RECTOR
              SHIPPING CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            REMSEN
              NAVIGATION CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            SHEFFIELD
              MARITIME CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            SHERMAN
              MARITIME CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            
              
                
                

              

              
                S-3

                
                  

                

              

              
                
                

              

            

            STERLING
              SHIPPING CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            STRATFORD
              SHIPPING CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            VERNON
              MARITIME CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            WINDSOR
              MARITIME CORP.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            


             

            HOLDINGS: TBS
              INTERNATIONAL LIMITED

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             



            ADMINISTRATIVE
              BORROWER: TBS
              SHIPPING SERVICES INC.

             

            By:
              /s/
              Tara DeMakes 

            Name:
              Tara DeMakes

            Title:
              Attorney-in-Fact

             

            
              
                
                

              

              
                S-4

                
                  

                

              

              
                
                

              

            



            BANK
              OF AMERICA, N.A.,
              

             

            as
              Administrative
              Agent

             

            By:
              /s/
              Todd MacNeill

            Name:
              Todd MacNeill

            Title:
              Vice President

             



            BANK
              OF AMERICA, N.A.,
              as a
              Lender,
              L/C Issuer and Swing Line Lender

             

            By:
              /s/
              Judith A. Huckins

            Name:
              Judith A. Huckins

            Title:
              Vice President

             

            
              
                
                

              

              
                S-5

                
                  

                

              

              
                
                

              

            



            CITIBANK,
              N.A.,
              as Syndication
              Agent and a Lender

             

            By:
              /s/
              John V. Raleigh

            Name:
              John V. Raleigh 

            Title:
              Senior Vice President

             



            KEYBANK,
              N.A.,
              as a
              Lender

             

            By:
              /s/
              Steven V. Vitale 

            Name:
              Steven V. Vitale

            Title:
              Director

             



            LASALLE
              BANK, NATIONAL ASSOCIATION,
              as a
              Lender

             

            By:
              /s/
              Kathleen L. Ross

            Name:
              Kathleen L. Ross

            Title:
              Senior Vice President

             



            NORTH
              FORK BUSINESS CAPITAL CORPORATION,
              as a
              Lender

             

            By:
              /s/
              Michael S. Burns

            Name: Michael
              S. Burns

            Title:
              Senior Vice President 

             

            


             

            
              
                
                

              

              
                S-6

                
                  

                

              

              
                
                

              

            



            WEBSTER
              BANK NATIONAL ASSOCIATION,
              as a
              Lender

             

            By:
              /s/
              Barbara A. Keegan

            Name:
              Barbara A. Keegan

            Title:
              Senior Vice President 

             



            WESTLB
              AG, NEW YORK BRANCH,
              as Documentation
              Agent and a Lender

             

            By:
              /s/
              Caryn Suffredini 

            Name:
              Caryn Suffredini

            Title:
              Director

             

            By:
              /s/
              Thomas Rapp

            Name:
              Thomas Rapp

            Title:
              Director 

             

             

            


            
              
                
                

              

              
                S-7

                
                  

                

              

              
                
                

              

            

            


             

            SCHEDULE
              2.01(a)

             

            


              COMMITMENTS

               

              AND
                APPLICABLE PERCENTAGES

               

              
                	
                        Lender

                      	 	
                        Term
                          Commitment

                      	 	
                        Revolving
                          Credit Commitment

                      	 	
                        Term
                          Applicable Percentage

                      	 	
                        Revolving
                          Credit

                        Applicable
                          Percentage

                      	 
	
                        Bank
                          of America, N.A.

                      	 	
                        $

                      	
                        13,393,000

                      	 	
                        $

                      	
                        11,607,000

                      	 	 	
                        17.857333333

                      	
                        %

                      	 	
                        17.856923077

                      	
                        %

                      
	
                        Citibank,
                          N.A.

                      	 	
                        $

                      	
                        13,393,000

                      	 	
                        $

                      	
                        11,607,000

                      	 	 	
                        17.857333333

                      	
                        %

                      	 	
                        17.856923077

                      	
                        %

                      
	
                        WestLB
                          AG, New York Branch

                      	 	
                        $

                      	
                        13,393,000

                      	 	
                        $

                      	
                        11,607,000

                      	 	 	
                        17.857333333

                      	
                        %

                      	 	
                        17.856923077

                      	
                        %

                      
	
                        KeyBank,
                          N.A. 

                      	 	
                        $

                      	
                        10,714,000

                      	 	
                        $

                      	
                        9,286,000

                      	 	 	
                        14.285333333

                      	
                        %

                      	 	
                        14.286153846

                      	
                        %

                      
	
                        LaSalle
                          Bank, National Association

                      	 	
                        $

                      	
                        10,714,000

                      	 	
                        $

                      	
                        9,286,000

                      	 	 	
                        14.285333333

                      	
                        %

                      	 	
                        14.286153846

                      	
                        %

                      
	
                        North
                          Fork Business Capital Corporation

                      	 	
                        $

                      	
                        8,036,000

                      	 	
                        $

                      	
                        6,964,000

                      	 	 	
                        10.714666667

                      	
                        %

                      	 	
                        10.713846154

                      	
                        %

                      
	
                        Webster
                          Bank National Association

                      	 	
                        $

                      	
                        5,357,000

                      	 	
                        $

                      	
                        4,643,000

                      	 	 	
                        7.142666667

                      	
                        %

                      	 	
                        7.143076923

                      	
                        %

                      
	
                        Total

                      	 	
                        $

                      	
                        75,000,000

                      	 	
                        $

                      	
                        65,000,000

                      	 	 	
                        100.000000000

                      	
                        %

                      	 	
                        100.000000000

                      	
                        %

                      


              

            

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            SCHEDULE
              11.02

             

            ADMINISTRATIVE
              AGENT’S OFFICE,

             

            CERTAIN
              ADDRESSES FOR NOTICES

             

            ADMINISTRATIVE
              BORROWER AND EACH OF THE OTHER BORROWERS:

            ___________________________________

            ___________________________________

            ___________________________________

            Attention:

            Telephone:

            Telecopier:

            Electronic
              Mail: _______@_____

            Website
              Address: 

            U.S.
              Taxpayer Identification Number:______________________

             

            ADMINISTRATIVE
              AGENT:

             

            Administrative
              Agent’s Office 

            (for
              payments and Requests for Credit Extensions):

            Bank
              of
              America, N.A.

            Street
              Address

            Mail
              Code:

            City,
              State ZIP Code

            Attention:

            Telephone:

            Telecopier:

            Electronic
              Mail: _____________@bankofamerica.com

            Account
              No.:

            Ref:
              ________________

            ABA#
              026009593

             

            Other
              Notices as Administrative Agent:

            Bank
              of
              America, N.A.

            Agency
              Management

            Street
              Address

            Mail
              Code:

            City,
              State ZIP Code

            Attention:

            Telephone:

            Telecopier:

            Electronic
              Mail: _____________@bankofamerica.com



            L/C
              ISSUER:

             

            Bank
              of
              America, N.A.

            Trade
              Operations

            [Street
              Address]

            Mail
              Code: 

            [City,
              State Zip Code]

            Attention: 

            Telephone:

            Telecopier:

            Electronic
              Mail: ________@bankofamerica.com

             

            SWING
              LINE LENDER:

            Bank
              of
              America, N.A.

            Street
              Address

            Mail
              Code:

            City,
              State ZIP Code

            Attention:

            Telephone:

            Telecopier:

            Electronic
              Mail: _____________@bankofamerica.com

            Account
              No.:

            Ref:
              ________________

            ABA#
              111000012