Dated         May 2020


 


KNOX SHIPPING
COMPANY INC.


BOKAK SHIPPING
COMPANY INC.


JEMO SHIPPING
COMPANY INC.


GUAM SHIPING
COMPANY INC.


PALAU SHIPPING
COMPANY INC.


MAKUR SHIPPING
COMPANY INC.


MANDARINGINA
INC. and


VESTA COMMERCIAL, S.A.


as joint and several Borrowers


and


THE BANKS AND
FINANCIAL INSTITUIONS


listed in Schedule 1


as Lenders


and


NORDEA BANK ABP


as Swap Bank


and


Nordea Bank Abp, filial i Norge


as Agent, Security Trustee and Lead Arranger


 


Loan Agreement


relating to a
term loan facility of up to US$55,848,000

to re-finance existing indebtedness







 







 



















    







Index


Clause                                                                                                                                                                                  Page


1               Interpretation.................................................................................................................... 3


2               Facility............................................................................................................................. 25


3               Position of the Lenders, the Swap and the
Majority Lenders............................................... 26


4               Drawdown....................................................................................................................... 27


5               Interest........................................................................................................................... 29


6               Interest Periods............................................................................................................... 31


7               Default Interest................................................................................................................ 32


8               Repayment and Prepayment............................................................................................ 33


9               Conditions Precedent....................................................................................................... 37


10            Representations and Warranties....................................................................................... 38


11            General Undertakings....................................................................................................... 42


12            Corporate Undertakings................................................................................................... 47


13            Insurance......................................................................................................................... 48


14            Ship Covenants................................................................................................................ 54


15            Security Cover.................................................................................................................. 60


16            Payments and Calculations............................................................................................... 62


17            Application of Receipts..................................................................................................... 64


18            Application of Earnings..................................................................................................... 65


19            Events of Default.............................................................................................................. 66


20            Fees and Expenses........................................................................................................... 72


21            Indemnities..................................................................................................................... 74


22            No Set-off or Tax Deduction.............................................................................................. 76


23            Illegality, etc.................................................................................................................... 79


24            Increased Costs................................................................................................................ 80


25            Set off............................................................................................................................. 82


26            Transfers and Changes in Facility Offices........................................................................... 83


27            Variations and waivers..................................................................................................... 87


28            Notices............................................................................................................................ 89


29            Joint and Several Liability................................................................................................. 91


30            Supplemental.................................................................................................................. 92


31            Bail-In.............................................................................................................................. 93


32            Law and Jurisdiction......................................................................................................... 93


 


Schedules


 


Schedule 1 Lenders
and Commitments.......................................................................................... 95


Schedule
2 Drawdown Notice....................................................................................................... 96


Schedule
3 Condition Precedent Documents................................................................................. 98


Part
A.................................................................................................................................... 98


Part
B.................................................................................................................................. 100


Schedule
4 Transfer Certificate.................................................................................................... 102


Schedule
5 Designation Notice.................................................................................................... 106


 


Execution









 





 


Execution Pages......................................................................................................................... 108


 


 


THIS AGREEMENT is made on         May 2020


Parties


(1)              
 KNOX SHIPPING
COMPANY INC., BOKAK
SHIPPING COMPANY INC., JEMO SHIPPING COMPANY INC., GUAM SHIPPING
COMPANY INC., PALAU SHIPPING COMPANY INC., MAKUR SHIPPING COMPANY
INC., MANDARINGINA INC. and VESTA COMMERCIAL, S.A., as joint
and several borrowers (together, the "Borrowers") 


(2)              
 THE BANKS AND
FINANCIAL INSTITUTIONS listed in Schedule 1, as Lenders


(3)              
 NORDEA BANK
ABP, as Swap Bank


(4)              
 NORDEA BANK ABP,
FILIAL I NORGE, as
Agent


(5)              
 NORDEA BANK
ABP, FILIAL I NORGE, as Lead Arranger


(6)              
 NORDEA BANK
ABP, FILIAL I NORGE, as Security Trustee


Background


(A)             
 The Lenders have
agreed to make available to the Borrowers a term loan facility of up to the
lesser of (i) US$55,848,000, (ii) the Existing Indebtedness and (ii) 65 per
cent. of the aggregate Initial Market Value of the Ships for the purpose of
re-financing the Existing Indebtedness (as defined below).


(B)             
 The Swap Bank
has agreed to enter into interest rate swap transactions with the Borrowers
from time to time to hedge the Borrowers' exposure under this Agreement to
interest rate fluctuations.


(C)             
 The Lenders and
the Swap Bank have agreed to share pari passu in the security to be granted to
the Security Trustee pursuant to this Agreement.


Operative
Provisions


1                  
 Interpretation  


1.1            
 Definitions


Subject to Clause 1.5, in this Agreement:


"Account
Pledges" means, together, the Earnings Account Pledges in the
Agreed Form and, in the singular, means any of them.


"Affected
Lender" has the meaning given in Clause 5.7.  






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"Agency and Trust Deed" means the agency and
trust deed dated the same date as this Agreement and made between the same
parties.


"Agent"
means Nordea Bank Abp, filial i Norge, acting in such capacity through its
office at Essendrops gate 7, Postboks, 1166 Sentrum, 0107 Oslo, 920058817 MVA,
Norway, or any successor of it appointed under clause 4.7 of the Agency and
Trust Deed.


"Agreed
Form" means in relation to any document, that document in the form
approved in writing by the Agent (acting on the instructions of all the
Lenders) or as otherwise approved in accordance with any other approval
procedure specified in any relevant provision of any Finance Document.


"Annex
VI" means Annex VI of the Protocol of 1997 to amend the
International Convention for the Prevention of Pollution from Ships 1973
(Marpol), as modified by the Protocol of 1978 relating thereto.


"Approved
Broker" means Arrow Sale & Purchase (UK) Limited, Breamar
Seascope Limited, H. Clarkson & Company Limited, Fearnleys AS, Maersk
Brokers K.S., Simpson Spence & Young (London) Ltd. and VesselsValue.Com or
any other any reputable sale and purchase broker approved and appointed by the
Agent subject to the prior written consent of the Borrowers.


"Approved
Flag" means the Marshall Islands flag or any other flag that the
Agent may approve that the Ship is registered (such approval not to be
unreasonably withheld or delayed).  


"Approved
Flag State" means the Republic of the Marshall Islands or any other
state in which the Agent may, at the request of the Borrowers, approve that a
Ship is registered (such approval not to be unreasonably withheld or delayed).


"Approved
Manager" means, in relation to each Ship: 


(a)              
 Diana
Shipping Services S.A., a company incorporated and existing under the laws of
Panama having its registered office at Edificio Universal, Piso 12, Avenida
Federico Boyd, Panama, Republic of Panama and maintaining an office at 16
Pendelis Street, 175 64, Palaio Faliro, Greece; or


(b)              
 in relation
to any Ship in respect of which the relevant Borrower exercises its rights
under Clause 14.22, Diana Wilhelmsen Management Limited, a
company incorporated and existing under the laws of the Republic of Cyprus
having its registered office at 21 Vasili Michailidi Street, 3026 Limassol,
Cyprus; or


(c)               
 any other
company which the Agent may, with the authorisation of the Lenders, approve
from time to time as the technical and/or commercial manager of each Ship (such
approval not to be unreasonably withheld or delayed).


"Article 55 BRRD" means
Article 55 of Directive 2014/59/EU establishing a framework for the recovery
and resolution of credit institutions and investment firms.


"Availability
Period" means the period commencing on the date of this Agreement
and ending on:






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(a)              
 31 May 2020 (or such later date as the Agent
may, with the authorisation of the Lenders, agree with the Borrowers); or


(b)              
 if earlier, the
date on which the Total Commitments are fully borrowed, cancelled or terminated.


"Bail-In
Action" means the exercise of any Write-down and Conversion Powers.


"Bail-In
Legislation" means:


(a)              
 in relation to
an EEA Member Country which has implemented, or which at any time implements,
Article 55 BRRD, the relevant implementing law or regulation as described in
the EU Bail-In Legislation Schedule from time to time; and


(b)              
 in relation to
any state other than such an EEA Member Country or (to the extent that the
United Kingdom is not such an EEA Member Country) the United Kingdom, any
analogous law or regulation from time to time which requires contractual
recognition of any Write-down and Conversion Powers contained in that law or
regulation.


"Balloon Instalment"
means any balloon instalment referred to in Clause 8.1.


"Basel
III" means, together:


(a)              
 the agreements
on capital requirements, a leverage ratio and liquidity standards contained in "Basel
III: A global regulatory framework for more resilient banks and banking systems",
"Basel III: International framework for liquidity risk measurement,
standards and monitoring" and "Guidance for national authorities
operating the countercyclical capital buffer" published by the Basel
Committee on Banking Supervision in December 2010, each as amended,
supplemented or restated;


(b)              
 the rules for
global systemically important banks contained in "Global systemically
important banks: assessment methodology and the additional loss absorbency
requirement - Rules text" published by the Basel Committee on Banking
Supervision in November 2011, as amended, supplemented or restated; and


(c)               
 any further
guidance or standards published by the Basel Committee on Banking Supervision
relating to "Basel III".


"Bokak"
means Bokak Shipping Company Inc., a corporation incorporated in the Republic
of the Marshall Islands whose registered office is at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro MH96960, The Marshall Islands.


"Borrower"
means each of Knox, Bokak, Jemo, Guam, Palau, Makur, Mandaringina and Vesta,
and in the plural means, all of them.


"Business
Day" means a day on which banks are open in London, Athens, Oslo
and, in respect of a day on which a payment is required to be made under a
Finance Document, also in New York City.






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"Charter" means, in relation to each Ship, any
time charter or other contract of employment in respect of that Ship with a
duration exceeding (or capable of exceeding) 18 months or any bareboat charter
in respect of such Ship and, in the plural, means all of them.


"Charterer"
means any entity which has entered into, or will enter into, a Charter with a
Borrower in respect of the Ship owned by it.


"Charterparty
Assignment" means, in relation to each Charter, a specific deed of
assignment of the rights of the Borrower who is a party to that Charter
executed or to be executed by that Borrower in favour of the Security Trustee
in the Agreed Form and, in the plural, means all of them.


"Code"
means the US Internal Revenue Code of 1986.


"Commitment"
means, in relation to a Lender, the amount set opposite its name in Schedule 1, or, as the case may require, the amount
specified in the relevant Transfer Certificate, as that amount may be reduced,
cancelled or terminated in accordance with this Agreement (and "Total
Commitments" means the aggregate of the Commitments of all the
Lenders).


"Confirmation"
and "Early Termination Date", in
relation to any continuing Designated Transaction, have the meanings given in
the Master Agreement.


"Contractual
Currency" has the meaning given in Clause 21.5.


"Contribution"
means, in relation to a Lender, the part of the Loan which is owing to that
Lender.


"Corporate
Guarantee" means a corporate guarantee of the obligations of the
Borrowers under this Agreement, the Master Agreement and the other Finance
Documents.


"Corporate
Guarantor" mean Diana Shipping Inc., a corporation domesticated in
the Marshall Islands whose registered office is at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro MH96960, The Marshall Islands.


"CRD
IV" means:


(a)              
 Regulation (EU)
No 575/2013 of the European Parliament and of the Council of 26 June 2013 on
prudential requirements for credit institutions and investment firms and
amending regulation (EU) No. 648/2012, as amended by
Regulation (EU) 2019/876;


(b)              
 Directive
2013/36/EU of the European Parliament and of the Council of 26 June 2013 on
access to the activity of credit institutions and the prudential supervision of
credit institutions and investment firms, amending Directive 2002/87/EC and
repealing Directives 2006/48/EC and 2006/49/EC, as amended by Directive (EU) 2019/878;
and


(c)               
 any other law or
regulation which implements Basel III.


"Creditor Party"
means the Agent, the Lead Arranger, the Security Trustee, the Swap Bank or any
Lender, whether as at the date of this Agreement or at any later time.


"Cut-Off Date" has
the meaning given in Clause 8.3.





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"Designated
Transaction" means a Transaction which fulfils the following
requirements:


(a)              
 it is entered
into by the Borrowers pursuant to the Master Agreement with the Swap Bank;


(b)              
 its purpose is
the hedging of all or part of the Borrowers' exposure to fluctuations in LIBOR
under this Agreement for a period expiring no later than the Final Maturity
Date; and


(c)               
 it is designated
by the Borrowers, by delivery by the Borrowers to the Agent of a notice of
designation in the form set out in Schedule 5, as a Designated Transaction for the purposes
of the Finance Documents.


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


"Drawdown
Date" means, in relation to the Loan, the date requested by the
Borrowers for the Loan to be advanced, or (as the context requires) the date on
which the Loan is actually advanced.


"Drawdown
Notice" means a notice in the form set out in Schedule 2 (or in any other form which the Agent approves
or reasonably requires).


"Earnings"
means, in relation to a Ship, all moneys whatsoever which are now, or later
become, payable (actually or contingently) to the relevant Borrower owning that
Ship or the Security Trustee and which arise out of the use or operation of
that Ship, including (but not limited to):


(a)              
 except to the
extent that they fall within paragraph (b);


(i)                
 all freight,
hire and passage moneys;


(ii)              
 compensation
payable to a Borrower or the Security Trustee in the event of requisition of a
Ship for hire;


(iii)             
 remuneration for
salvage and towage services;


(iv)             
 demurrage and
detention moneys;


(v)              
 damages for
breach (or payments for variation or termination) of any charterparty or other
contract for the employment of a Ship; and


(vi)             
 all moneys which
are at any time payable under any Insurances in respect of loss of hire; and


(b)              
 if and whenever
a Ship is employed on terms whereby any moneys falling within paragraphs (a)(i) to (vi) are pooled or shared with any other person,
that proportion of the net receipts of the relevant pooling or sharing
arrangement which is attributable to the Ship.


"Earnings
Account" means an account in the name of each Borrower with the
Agent designated "[name of the Borrower] - Earnings Account",
or any other account which is designated by the Agent as an Earnings Account
for the purposes of this Agreement.










 





"Earnings Account Pledge" means, in respect of
each Earnings Account, a deed creating security in the Agreed Form.  


"EEA
Member Country" means any member state of the European Union,
Iceland, Liechtenstein and Norway.


"Environmental
Claim" means:


(a)              
 any claim by any
governmental, judicial or regulatory authority which arises out of an
Environmental Incident or an alleged Environmental Incident or which relates to
any Environmental Law; or


(b)              
 any claim by any
other person which relates to an Environmental Incident or to an alleged
Environmental Incident,


and "claim" means a
claim for damages, compensation, fines, penalties or any other payment of any
kind whether or not similar to the foregoing; an order or direction to take, or
not to take, certain action or to desist from or suspend certain action; and
any form of enforcement or regulatory action, including the arrest or
attachment of any asset.


"Environmental
Incident" means:


(a)              
 any release of
Environmentally Sensitive Material from the Ship; or


(b)              
 any incident in
which Environmentally Sensitive Material is released from a vessel other than a
Ship and which involves a collision between a Ship and such other vessel or
some other incident of navigation or operation, in either case, in connection
with which a Ship is actually or potentially liable to be arrested, attached,
detained or injuncted and/or a Ship and/or the Borrower and/or any operator or
manager of a Ship is at fault or allegedly at fault or otherwise liable to any
legal or administrative action; or


(c)               
 any other
incident in which Environmentally Sensitive Material is released otherwise than
from a Ship and in connection with which a Ship is actually or potentially
liable to be arrested and/or where any Borrower and/or any operator or manager
of a Ship is at fault or allegedly at fault or otherwise liable to any legal or
administrative action.


"Environmental
Law" means any law relating to pollution or protection of the
environment, to the carriage of Environmentally Sensitive Material or to actual
or threatened releases of Environmentally Sensitive Material.


"Environmentally
Sensitive Material" means oil, oil products and any other substance
(including any chemical, gas or other hazardous or noxious substance) which is
(or is capable of being or becoming) polluting, toxic or hazardous.


"EU
Bail-In Legislation Schedule" means the document described as such
and published by the Loan Market Association (or any successor organisation)
from time to time.





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"EU Ship Recycling
Regulation" means Regulation (EU) No 1257/2013 of the European
Parliament and of the Council of 20 November 2013 on ship recycling and
amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC. 


"Event of
Default" means any of the events or circumstances described in Clause
19.1.


"Executive
Order"   means an order issued by
the president of the United States of America.


"Existing
Indebtedness" means, at any date, the outstanding Financial
Indebtedness of the Borrowers under a loan agreement dated 17
March 2015 and made between (i) the Borrowers as joint and several borrowers,
(ii) the banks and financial institutions listed as lenders therein, (iii)
Nordea Bank Finland plc as swap bank and (iv) Nordea Bank AB, London Branch as
agent, lead arranger and security trustee in respect of a loan facility of
(originally) up to $110,000,000 (as such loan agreement may have been further
amended, supplemented, novated and/or restated from time to time "Previous
Loan Agreement") .


"Existing
Indebtedness Grace Period" means the period commencing on the date
of this Agreement and ending on the Drawdown Date.  


"Extended Maturity
Date" means the date falling on the third anniversary of the
Drawdown Date.


"Extension
Request" means an Initial Extension Request or a Subsequent
Extension Request.


"Facility
Office" means the office or offices notified by a Lender to the
Agent in writing on or before the date it becomes a Lender (or, following that
date, by not less than 5 Business Days' written notice) as the office or
offices through which it will perform its obligations under this Agreement.


"FATCA"
means:


(a)              
 sections 1471 to
1474 of the Code or any associated regulations;


(b)              
 any treaty, law
or regulation of any other jurisdiction, or relating to an intergovernmental
agreement between the US and any other jurisdiction, which (in either case)
facilitates the implementation of any law or regulation referred to in
paragraph (a) above; or


(c)               
 any agreement
pursuant to the implementation of any treaty, law or regulation referred to in
paragraphs (a) or (b) above with the US Internal Revenue Service,
the US government or any governmental or taxation authority in any other
jurisdiction.


"FATCA
Deduction" means a deduction or withholding from a payment under a
Finance Document required by FATCA.


"FATCA Exempt
Party" means a Party that is entitled to receive payments free from
any FATCA Deduction.


"Final
Maturity Date" means: 


(a)              
 if no Initial
Extension Request has been served within the time frame set out in paragraph (a) of Clause 8.3 or an Initial Extension Request has been
served but has been refused by all Lenders, the Initial Maturity Date; or





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(b)              
 if an Initial
Extension Request has been served under paragraph (a) of Clause 8.3 and has been accepted by the Lenders (or any
of them), the Extended Maturity Date; or


(c)               
 if a Subsequent
Extension Request has been served under paragraph (b) of Clause 8.3 and has been accepted by the Lenders (or any
of them), the date falling on the fourth anniversary of the Drawdown Date.


"Finance
Documents" means:  


(a)              
 this Agreement;


(b)              
 the Agency and
Trust Deed;


(c)               
 the Master
Agreement;


(d)              
 the Master
Agreement Assignment;


(e)              
 the Corporate
Guarantee;


(f)                
 the General
Assignments;


(g)              
 the Mortgages;


(h)              
 the Accounts
Pledges;


(i)                
 the Shares
Pledges;


(j)                
 the Initial
Charter Assignment;


(k)              
 the Manager's
Undertakings;  


(l)                
 any Charterparty
Assignment; and


(m)            
 any other
document (whether creating a Security Interest or not) which is executed at any
time by any Borrower, the Corporate Guarantor, the Approved Manager or any
other person as security for, or to establish any form of subordination or
priorities arrangement in relation to, any amount payable to the Lenders and/or
the Swap Bank under this Agreement or any of the other documents referred to in
this definition.


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


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


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


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






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(d)              
 under a
financial lease, a deferred purchase consideration arrangement or any other
agreement having the commercial effect of a borrowing or raising of money by
the debtor;  


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


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


"Financial
Year" means, in relation to the Corporate Guarantor, each period of
1 year commencing on 1 January in respect of which its annual audited accounts
are or ought to be prepared.


"Fleet
Vessels" means all of the vessels (including, but not limited to,
the Ships) from time to time wholly owned by members of the Group (each a
"Fleet Vessel"). 


"GAAP"
means, at any time, the most recent and updated generally accepted accounting
principles in the United States of America.


"General
Assignment" means, in relation to each Ship, a first priority
general assignment of the Earnings, the Insurances and any Requisition
Compensation in the Agreed Form and, in the plural, means all of them.


"Group"
means the Corporate Guarantor and all its subsidiaries (including, but not
limited to, the Borrowers) from time to time during the Security Period and
"member of the Group" shall be construed accordingly.  


"Guam"
means Guam Shipping Company Inc., a corporation incorporated in the Republic of
the Marshall Islands whose registered office is at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro MH96960, The Marshall Islands.


"Hong Kong
Convention" means the International Maritime Organization's
convention for the Safe and Environmentally Sound Recycling of Ships, 2009
together with the guidelines to be issued by the International Maritime Organization
in connection with such convention.


"IACS"
means the International Association of Classification Societies.  


"Initial Charter" means the time
charterparty dated 22 May 2019 and made between Bokak as owner and the Initial
Charterer as charter in respect of Ship B and for a period of at least 19
months and at a minimum daily charter hire rate of $15,000.


"Initial
Charter Assignment" means an assignment of the rights of Bokak
under the Initial Charter in favour of the Security Trustee in the Agreed Form.


"Initial
Charterer" means Koch Shipping Pte. Ltd., a corporation incorporated in Singapore
with registered office at 112 Robinson road, Singapore, 068902, Singapore.






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"Initial
Extension Request" has the meaning
given in Clause 8.3.


"Initial Market
Value" means, in respect of a Ship, the Market Value as determined
by the valuations referred to in Schedule 3, Part B, paragraph 6.


"Initial Maturity
Date" means the date falling on the second anniversary of the
Drawdown Date.


"Insurances"
means, in relation to a Ship:


(a)              
 all policies and
contracts of insurance, including entries of the Ship in any protection and
indemnity or war risks association, effected in respect of the Ship, its
Earnings or otherwise in relation to the Ship whether before, on or after the
date of this Agreement; and  


(b)              
 all rights and
other assets relating to, or derived from, any of the foregoing, including any
rights to a return of a premium and any rights in respect of any claim whether
or not the relevant policy, contract of insurance or entry has expired on or
before the date of this Agreement.


"Interest
Period" means a period determined in accordance with Clause 6.


"Inventory of Hazardous
Material" means, in relation to each Ship, an inventory certificate or
statement of compliance (as applicable) issued by the Ship's classification
society which is supplemented by a list of any and all materials known to be
potentially hazardous utilised in the construction of such Ship pursuant to the
requirements of the EU Ship Recycling Regulation. 


"ISM Code"
means the International Safety Management Code (including the guidelines on its
implementation), adopted by the International Maritime Organisation, as the
same may be amended or supplemented from time to time (and the terms "safety
management system", "Safety Management Certificate"
and "Document of Compliance" have the same meanings as are
given to them in the ISM Code).


"ISPS
Code" means the International Ship and Port Facility Security Code
as adopted by the International Maritime Organisation, as the same may be
amended or supplemented from time to time.


"ISSC"
means a valid and current International Ship Security Certificate issued under
the ISPS Code.  


"Jemo"
means Jemo Shipping Company Inc., a corporation incorporated in the Republic of
the Marshall Islands whose registered office is at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro MH96960, The Marshall Islands.


"Knox"
means Knox Shipping Company Inc., a corporation incorporated in the Republic of
the Marshall Islands whose registered office is at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro MH96960, The Marshall Islands.


"Lead
Arranger" means Nordea Bank Abp, filial i Norge, acting in such
capacity through its office at Essendrops gate 7, Postboks, 1166 Sentrum, 0107
Oslo, 920058817 MVA, Norway. 





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"Lender"
means a bank or financial institution listed in Schedule 1 and acting through its branch indicated in Schedule 1 (or through another branch notified to the
Agent under Clause 26.14) or its transferee, successor or assign and,
in the plural, means all of them.


"LIBOR"
means, in relation to any period for which an interest rate is to be determined
under any provision of a Finance Document:


(a)              
 the applicable
Screen Rate; or


(b)              
 if no Screen
Rate is available for that period, the rate per annum determined by the Agent
to be the arithmetic mean of the rates, as supplied to the Agent at its
request, quoted by the Reference Bank to leading banks in the London Interbank
Market,


as of 11 a.m. (London time) on the Quotation Date for that period
for the offering of deposits in the relevant currency and for a period
comparable to that period.


"Loan"
means the principal amount for the time being outstanding under this Agreement.


"Major
Casualty" means, in relation to a Ship, any casualty to that Ship
in respect of which the claim or the aggregate of the claims against all
insurers, before adjustment for any relevant franchise or deductible, exceeds
$1,000,000 or the equivalent in any other currency.  


"Majority
Lenders" means:  


(a)              
 before the Loan
has been advanced, Lenders whose Commitments total 66.67 per cent. of the Total Commitments; and  


(b)              
 after the Loan
has been advanced, Lenders whose Contributions total 66.67 per cent. of the Loan.


"Makur"
means Makur Shipping Company Inc., a corporation incorporated in the Republic
of the Marshall Islands whose registered office is at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro MH96960, The Marshall Islands.


"Management
Agreement" means, in relation to each Ship, an agreement made or to
be made between the Borrower who is the owner of such Ship and the Approved
Manager in respect of the commercial and technical management of such Ship in
the Agreed Form and, in the plural, means all of them.


"Manager's
Undertaking" means, in relation to each Ship, a letter of
undertaking executed or to be executed by the Approved Manager in favour of the
Security Trustee in the Agreed Form agreeing certain matters in relation to the
management of that Ship and subordinating the rights of the  Approved Manager
against that Ship and the Borrower which is the owner thereof to the rights of
the Security Trustee under the Finance Documents and, in the plural, means all
of them.


"Mandaringina" means Mandarigina Inc., a
corporation incorporated in the Republic of the Marshall Islands whose
registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro MH96960, The Marshall Islands.






 13                                 EUROPE/66436786v5  











 





"Margin" means 2.25 per cent. per annum.


"Market
Value" means, in relation to each Ship (and each other Fleet
Vessel), the market value thereof determined in accordance with Clause 15.3.


"Master
Agreement" means the master agreement (on the 2002 ISDA Master
Agreement form) in the Agreed Form made or to be made between (i) the Borrowers
and (ii) the Swap Bank and includes all Designated Transactions from time to
time entered into, and all Confirmations of such Designated Transactions from
time to time exchanged, under such master agreement.


"Master
Agreement Assignment" means the assignment of the Master Agreement
in the Agreed Form.


"Mortgage"
means, in relation to a Ship, the first preferred Marshall Islands ship
mortgage on that Ship in the Agreed Form and, in the plural, means all of them.


"Negotiation
Period" has the meaning given in Clause 5.10.


"Notifying
Lender" has the meaning given in Clause 23.1 or Clause 24.1 as the context requires.


"Palau"
means Palau Shipping Company Inc., a corporation incorporated in the Republic
of the Marshall Islands whose registered office is at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro MH96960, The Marshall Islands.


"Participating 
Member  State"
means any member state of the European Union that has the euro as its lawful
currency in accordance with legislation of the European Union relating to
Economic and Monetary Union.


"Party" 
means a party to this Agreement.


"Payment
Currency" has the meaning given in Clause 21.5.


"Permitted
Security Interests" means:


(a)              
 Security
Interests created by the Finance Documents;


(b)              
 for the duration
of the Existing Indebtedness Grace Period only, Security Interests created in
respect of the Existing Indebtedness;


(c)               
 liens for unpaid
master's and crew's wages in accordance with usual maritime practice;


(d)              
 liens for
salvage;


(e)              
 liens arising by
operation of law for not more than 2 months' prepaid hire under any charter in
relation to a Ship not prohibited by this Agreement;


(f)                
 liens for master's
disbursements incurred in the ordinary course of trading and any other lien
arising by operation of law or otherwise in the ordinary course of the
operation, repair or maintenance of a Ship, provided such liens do not secure
amounts more than 30 days 



 14                                 EUROPE/66436786v5  







overdue (unless the overdue amount is being
contested by the relevant Borrower in good faith by appropriate steps) and
subject, in the case of liens for repair or maintenance, to Clause 14.13(g);


(g)              
 any Security
Interest created in favour of a plaintiff or defendant in any proceedings or
arbitration as security for costs and expenses where the Borrower is actively
prosecuting or defending such proceedings or arbitration in good faith; and


(h)              
 Security Interests
arising by operation of law in respect of taxes which are not overdue for
payment or in respect of taxes being contested in good faith by appropriate
steps and in respect of which appropriate reserves have been made.


"Pertinent
Document" means:


(a)              
 any Finance
Document;


(b)              
 any policy or
contract of insurance contemplated by or referred to in Clause 13 or any other provision of this Agreement or
another Finance Document;


(c)               
 any other
document contemplated by or referred to in any Finance Document; and


(d)              
 any document
which has been or is at any time sent by or to a Servicing Bank in
contemplation of or in connection with any Finance Document or any policy,
contract or document falling within paragraphs (b) or (c).


"Pertinent
Jurisdiction", in relation to a company, means:


(a)              
 England and
Wales;


(b)              
 the country
under the laws of which the company is incorporated or formed;


(c)               
 a country in
which the company has the centre of its main interests or in which the company's
central management and control is or has recently been exercised;


(d)              
 a country in
which the overall net income of the company is subject to corporation tax,
income tax or any similar tax;


(e)              
 a country in
which assets of the company (other than securities issued by, or loans to,
related companies) having a substantial value are situated, in which the company
maintains a branch or permanent place of business, or in which a Security
Interest created by the company must or should be registered in order to ensure
its validity or priority; and


(f)                
 a country the
courts of which have jurisdiction to make a winding up, administration or
similar order in relation to the company, whether as main or territorial or
ancillary proceedings, or which would have such jurisdiction if their
assistance were requested by the courts of a country referred to in paragraphs (b) or (c).


"Pertinent
Matter" means:










 





(a)              
 any transaction
or matter contemplated by, arising out of, or in connection with a Pertinent
Document; or


(b)              
 any statement
relating to a Pertinent Document or to a transaction or matter falling within
paragraph (a),


and covers any such transaction, matter or statement, whether
entered into, arising or made at any time before the signing of this Agreement
or on or at any time after that signing.


"Poseidon
Principles" means the financial industry framework for assessing
and disclosing the climate alignment of ship finance portfolios published in
June 2019 as the same may be amended or replaced from time to time.


"Potential
Event of Default" means an event or circumstance which, with the
giving of any notice, the lapse of time, a determination of the Lenders and/or
the satisfaction of any other condition, would constitute an Event of Default.


"Quotation
Date" means, in relation to any period for which an interest rate
is to be determined under any provision of a Finance Document, the day which is
2 Business Days before the first day of that period, unless market practice
differs in the London Interbank Market for a currency, in which case the
Quotation Date will be determined by the Agent in accordance with market
practice in the London Interbank Market (and if quotations would normally be
given by leading banks in the London Interbank Market on more than one day, the
Quotation Date will be the last of those days).


"Reference
Bank" means, subject to Clause 26.16, the London branch of Nordea Bank Abp, filial i
Norge and any of its successors.  


"Relevant Nominating Body"
means any applicable central bank, regulator or other supervisory authority or
a group of them, or any working group or committee sponsored or chaired by, or
constituted at the request of, any of them or the Financial Stability Board.


"Relevant
Person" has the meaning given in Clause 19.9.


"Repayment 
Date" means a date on which a repayment is required to be made
under Clause 8.


"Repayment Instalment"
means any repayment instalment referred to in Clause 8.1.


"Replacement Benchmark"
means a benchmark rate which is:


(a)              
 formally
designated, nominated or recommended as the replacement for a Screen Rate by:


(i)                
 the
administrator of that Screen Rate; or


(ii)              
 any Relevant
Nominating Body,





 16                                 EUROPE/66436786v5  







and if replacements have, at the
relevant time, been formally designated, nominated or recommended under both
paragraphs, the "Replacement Benchmark" will be the replacement under
paragraph (ii) above;


(b)              
 in the opinion
of the Majority Lenders and the Borrowers, generally accepted in the
international or any relevant domestic syndicated loan markets as the
appropriate successor to a Screen Rate; or


(c)               
 in the opinion
of the Majority Lenders and the Borrowers, an appropriate successor to a Screen
Rate.


"Requisition
Compensation" includes all compensation or other moneys payable by
reason of any act or event such as is referred to in paragraph (b) of the definition of "Total Loss". 


"Resolution Authority" means any body which has
authority to exercise any Write-down and Conversion Powers.


"Restricted Party" means a person:


(a)              
 that is listed
on any Sanctions List (whether designated by name or by reason of being
included in a class of person);


(b)              
 that is
domiciled, registered as located or having its main place of business in, or is
incorporated under the laws of, a country which is subject to Sanctions Laws
which attach legal effect to being domiciled, registered as located or having
its main place of business in such country; or


(c)               
  that is directly or indirectly
owned or controlled by a person referred to in (a) and/or
(b) above ; or 


(d)              
 with which any
Lender is prohibited from dealing or otherwise engaging in a transaction with
by any Sanctions Laws.


"Sanctions
Authority" means the Norwegian State, the United Nations,
the European Union, the member states of the European Union, the United
Kingdom, the United States of America and any authority, official institution or agency acting on behalf of any of them in connection
with Sanctions Laws.  


"Sanctions Laws" means the economic or financial
sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive
measures, decisions, Executive Orders or notices from regulators implemented,
adapted, imposed, administered, enacted and/or enforced by any Sanctions
Authority.


"Sanctions
List" means any list
of persons or entities published in connection with Sanctions Laws by or on
behalf of any Sanctions Authority.


"Screen
Rate" means, in relation to LIBOR, ICE Benchmark Administration
Limited Interest Settlement Rate for Dollars for the relevant period displayed
on the appropriate page of the 







 





Telerate or Reuters screen.  If the
agreed page is replaced or service ceases to be available, the Agent may
specify another page or service displaying the appropriate rate after
consultation with the Borrowers and the Lenders and, for the purpose of this
definition, references to ICE Benchmark Administration Limited shall be
construed to include any other person who takes over the administration of the
London interbank offered rate.


"Screen Rate Contingency
Period" means 10 Business Days.


"Screen Rate Replacement Event"
means, in relation to a Screen Rate:


(a)              
 the methodology,
formula or other means of determining that Screen Rate has, in the opinion of
the Majority Lenders and the Borrowers, materially changed;


(b)              
  


(i)                
  


(A)              
 the administrator
of that Screen Rate or its supervisor publicly announces that such
administrator is insolvent; or


(B)              
 information is
published in any order, decree, notice, petition or filing, however described,
or filed with a court, tribunal, exchange, regulatory authority or similar
administrative, regulatory or judicial body which reasonably confirms that the
administrator of that Screen Rate is insolvent,


provided that, in each case, at that time, there is no successor
administrator to continue to provide that Screen Rate;


(ii)              
 the
administrator of that Screen Rate publicly announces that it has ceased or will
cease, to provide that Screen Rate permanently or indefinitely and, at that
time, there is no successor administrator to continue to provide that Screen
Rate;


(iii)             
 the supervisor
of the administrator of that Screen Rate publicly announces that such Screen
Rate has been or will be permanently or indefinitely discontinued; or


(iv)             
 the
administrator of that Screen Rate or its supervisor announces that that Screen
Rate may no longer be used; or


(c)               
 the
administrator of that Screen Rate determines that that Screen Rate should be
calculated in accordance with its reduced submissions or other contingency or
fallback policies or arrangements and either:


(i)                
 the circumstance(s)
or event(s) leading to such determination are not (in the opinion of the
Majority Lenders and the Borrowers) temporary; or


(ii)              
 that Screen Rate
is calculated in accordance with any such policy or arrangement for a period no
less than the Screen Rate Contingency Period; or





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(d)              
 in the opinion
of the Majority Lenders and the Borrowers, that Screen Rate is otherwise no
longer appropriate for the purposes of calculating interest under this
Agreement.


"Secured
Liabilities" means all liabilities which the Borrowers, the
Corporate Guarantor, the Security Parties or any of them have, at the date of
this Agreement or at any later time or times, under or in connection with any
Finance Document or any judgment relating to any Finance Document; and for this
purpose, there shall be disregarded any total or partial discharge of these
liabilities, or variation of their terms, which is effected by, or in connection
with, any bankruptcy, liquidation, arrangement or other procedure under the
insolvency laws of any country.


"Security
Interest" means:  


(a)              
 a mortgage,
charge (whether fixed or floating) or pledge, any maritime or other lien or any
other security interest of any kind;  


(b)              
 the security
rights of a plaintiff under an action in rem; and  


(c)               
 any arrangement
entered into by a person (A) the effect of which is to place another person (B)
in a position which is similar, in economic terms, to the position in which B
would have been had he held a security interest over an asset of A; but this
paragraph (c) does not apply to a right of set off or
combination of accounts conferred by the standard terms of business of a bank
or financial institution.


"Security
Party" means the Corporate Guarantor, the Approved Manager and any
other person (except a Creditor Party) who, as a surety or mortgagor, as a
party to any subordination or priorities arrangement, or in any similar
capacity, executes a document falling within the last paragraph of the
definition of "Finance Documents". 


"Security
Period" means the period commencing on the date of this Agreement
and ending on the date on which the Agent notifies the Borrowers, the Security
Parties and the other Creditor Parties that:  


(a)              
 all amounts
which have become due for payment by the Borrowers or any Security Party under
the Finance Documents have been paid;


(b)              
 no amount is
owing or has accrued (without yet having become due for payment) under any
Finance Document;


(c)               
 neither a
Borrower nor any Security Party has any future or contingent liability under
Clause 20, 21 or 22 below or any other provision of this Agreement
or another Finance Document; and


(d)              
 the Agent, the
Security Trustee and the Majority Lenders do not consider that there is a
significant risk that any payment or transaction under a Finance Document would
be set aside, or would have to be reversed or adjusted, in any present or
possible future bankruptcy of the Borrowers or a Security Party or in any
present or possible future proceeding relating to a Finance Document or any
asset covered (or previously covered) by a Security Interest created by a
Finance Document.






 192                                 EUROPE/66436786v5    











 





"Security Trustee" means Nordea Bank Abp,
filial i Norge, acting in such capacity through its office at Essendrops gate
7, Postboks, 1166 Sentrum, 0107 Oslo, 920058817 MVA, Norway, or any successor
of it appointed under clause 5 of the Agency and Trust Deed.


"Servicing
Bank" means the Agent or the Security Trustee.


"Shares
Pledge" means, in relation to each Borrower, a deed executed by the Corporate Guarantor, creating security over the share
capital of that Borrower in the Agreed Form and, in the plural, means all of
them.


"Ship
A" means the 2005-built Capesize bulk carrier vessel of 180,235
deadweight tonnage registered in the ownership of Knox under the Marshall
Islands flag under IMO No. 9324992 with the name of "ALIKI".


"Ship
B" means the 2005-built Capesize bulk carrier vessel of 177,243
deadweight tonnage currently registered in the ownership of Bokak under the
Marshall Islands flag under IMO No. 9331464 with the name of
"BALTIMORE".


"Ship
C" means the 2010-built Panamax bulk carrier vessel of 81,297
deadweight tonnage registered in the ownership of Jemo under the Marshall
Islands flag under IMO No. 9397731 with the name of "LETO".


"Ship
D" means the 2012-built Post-Panamax bulk carrier vessel of 98,697
deadweight tonnage registered in the ownership of Guam under the Marshall
Islands flag under IMO No. 9599157 with the name of "AMPHITRITE".


"Ship
E" means the 2012-built Post-Panamax bulk carrier vessel of 98,704
deadweight tonnage registered in the ownership of Palau under the Marshall
Islands flag under IMO No. 9598660 with the name of "POLYMNIA".


"Ship
F" means the 2010-built bulk carrier vessel of 82,117 deadweight
tonnage registered in the ownership of Makur under the Marshall Islands flag
under IMO No. 9422940 with the name of "MYRSINI".


"Ship
G" means the 2005-built bulk carrier vessel of 76,225 deadweight
tonnage currently registered in the ownership of Mandaringina under the
Marshall Islands flag under IMO No. 9286968 with the name of "MELIA".


"Ship
H" means the 2006-built bulk carrier vessel of 74,381 deadweight
tonnage currently registered in the ownership of Vesta under the Marshall
Islands flag under IMO No. 9299616 with the name of "CORONIS".


"Ships"
means, together, Ship A, Ship B, Ship C, Ship D, Ship E, Ship F, Ship G and
Ship H and, in the singular, means any of them.


"Statement
of Compliance" means a Statement of Compliance related to fuel oil
consumption pursuant to regulations 6.6 and 6.7 of Annex VI.





 202                                 EUROPE/66436786v5    











 





"Subsequent Extension Request" has the meaning given
in Clause 8.3.


"Swap Bank"
means Nordea Bank Abp.


"Swap
Exposure" means, as at any relevant date, the amount certified by
the Swap Bank to the Agent to be the aggregate net amount in Dollars which
would be payable by the Borrowers to the Swap Bank under (and calculated in
accordance with) section 6(e) (Payments on Early Termination) of the
Master Agreement if an Early Termination Date had occurred on the relevant date
in relation to all outstanding Designated Transactions.


"Total
Loss" means, in relation to a Ship:


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


(b)              
 any
expropriation, confiscation, requisition or acquisition of the Ship, whether
for full consideration, a consideration less than its proper value, a nominal
consideration or without any consideration, which is effected by any government
or official authority or by any person or persons claiming to be or to
represent a government or official authority (excluding a requisition for hire
for a fixed period not exceeding 1 year without any right to an extension)
unless it is within 1 month redelivered to the full control of the Borrower
owning that Ship;


(c)               
 any condemnation
of the Ship by any tribunal or by any person or person claiming to be a
tribunal; and


(d)              
 any arrest,
capture, seizure or detention of the Ship (including any hijacking or theft)
unless it is within 1 month redelivered to the full control of the Borrower
owning the Ship.


"Total
Loss Date" means, in relation to a Ship:


(a)              
 in the case of
an actual loss of the Ship, the date on which it occurred or, if that is
unknown, the date when the Ship was last heard of;


(b)              
 in the case of a
constructive, compromised, agreed or arranged total loss of the Ship, the
earliest of:


(i)                
 the date on
which a notice of abandonment is given to the insurers; and


(ii)              
 the date of any
compromise, arrangement or agreement made by or on behalf of the Borrower
owning the Ship with the Ship's insurers in which the insurers agree to treat
the Ship as a total loss; and


(c)               
 in the case of
any other type of total loss, on the date (or the most likely date) on which it
appears to the Agent that the event constituting the total loss occurred.


"Transaction"
has the meaning given in the Master Agreement.


"Transfer
Certificate" has the meaning given in Clause 26.2.  






 212                                 EUROPE/66436786v5    







"Trust Property" has the meaning given in
clause 3.1 of the Agency and Trust Deed.  


"UK Bail-In Legislation"
means (to the extent that the United Kingdom is not an EEA Member Country which
has implemented, or implements, Article 55 BRRD) Part 1 of the United Kingdom
Banking Act 2009 and any other law or regulation applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or
other financial institutes or their affiliates (otherwise than through
liquidation, administration or other insolvency proceedings).


"US"
means the United States of America.


"US
Tax Obligor" means:


(a)              
 a person which
is resident for tax purposes in the US; or


(b)              
 a person some or
all of whose payments under the Finance Documents are from sources within the
US for US federal income tax purposes.


"Vesta"
means Vesta Commercial, S.A., a company incorporated in the Republic of Panama
whose registered address is at Edificio
P.H. Bonanza Plaza, Calle 41 Bella Vista, Panama, Republic of Panama.


"Write-down and
Conversion Powers" means:


(a)              
 in relation to
any Bail-In Legislation described in the EU Bail-In Legislation Schedule from
time to time, the powers described as such in relation to that Bail-In
Legislation in the EU Bail-In Legislation Schedule;


(b)              
 in relation to
any other applicable Bail-In Legislation:


(i)                
 any powers under
that Bail-In Legislation to cancel, transfer or dilute shares issued by a
person that is a bank or investment firm or other financial institution or
affiliate of a bank, investment firm or other financial institution, to cancel,
reduce, modify or change the form of a liability of such a person or any
contract or instrument under which that liability arises, to convert all or
part of that liability into shares, securities or obligations of that person or
any other person, to provide that any such contract or instrument is to have
effect as if a right had been exercised under it or to suspend any obligation
in respect of that liability or any of the powers under that Bail-In
Legislation that are related to or ancillary to any of those powers; and


(ii)              
 any similar or
analogous powers under that Bail-In Legislation; and


(c)               
 in relation to
any UK Bail-In Legislation:


(i)                
 any powers under
that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a
person that is a bank or investment firm or other financial institution or
affiliate of a bank, investment firm or other financial institution, to cancel,
reduce, modify or change the form of a liability of such a person or any
contract 







 





or instrument under which that liability
arises, to convert all or part of that liability into shares, securities or
obligations of that person or any other person, to provide that any such
contract or instrument is to have effect as if a right had been exercised under
it or to suspend any obligation in respect of that liability or any of the
powers under that UK Bail-In Legislation that are related to or ancillary to
any of those powers; and


(ii)              
 any similar or
analogous powers under that UK Bail-In Legislation.


1.2            
 Construction of certain
terms


In this Agreement:


"administration
notice" means a notice appointing an administrator, a notice of
intended appointment and any other notice which is required by law (generally
or in the case concerned) to be filed with the court or given to a person prior
to, or in connection with, the appointment of an administrator.  


"approved"
means, for the purposes of Clause 13, approved in writing by the Agent.


"asset"
includes every kind of property, asset, interest or right, including any
present, future or contingent right to any revenues or other payment.


"company"
includes any partnership, joint venture and unincorporated association.


"consent" includes an
authorisation, consent, approval, resolution, licence, exemption, filing,
registration, notarisation and legalisation.


"contingent liability"
means a liability which is not certain to arise and/or the amount of which
remains unascertained.


"document" includes a
deed; also a letter or fax.


"excess risks" means,
in relation to a Ship, the proportion of claims for general average, salvage
and salvage charges not recoverable under the hull and machinery policies in
respect of the Ship in consequence of its insured value being less than the
value at which the Ship is assessed for the purpose of such claims.


"expense" means any
kind of cost, charge or expense (including all legal costs, charges and
expenses) and any applicable value added or other tax.


"law" includes any
order or decree, any form of delegated legislation, any treaty or international
convention and any regulation or resolution of the Council of the European
Union,  the European Commission, the United Nations or its Security Council.


"legal or administrative action"
means any legal proceeding or arbitration and any administrative or regulatory
action or investigation.





 232                                 EUROPE/66436786v5    











 





"liability"
includes every kind of debt or liability (present or future, certain or
contingent), whether incurred as principal or surety or otherwise.


"months" shall be
construed in accordance with Clause 1.3.


"obligatory insurances"
means, in relation to a Ship, all insurances effected, or which the Borrower
owning the Ship is obliged to effect, under Clause 13 or any other provision of this Agreement or
another Finance Document.


"parent company" has
the meaning given in Clause 1.4.


"person" includes any
company; any state, political sub-division of a state and local or municipal
authority; and any international organisation.


"policy", in relation
to any insurance, includes a slip, cover note, certificate of entry or other
document evidencing the contract of insurance or its terms.


"protection and indemnity risks"
means the usual risks covered by a protection and indemnity association managed
in London, including pollution risks and the proportion (if any) of any sums
payable to any other person or persons in case of collision which are not
recoverable under the hull and machinery policies by reason of the
incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or
1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/95) or clause 8 of
the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running
Down Clause (1/10/71) or any equivalent provision.


"regulation" includes
any regulation, rule, official directive, request or guideline (either having
the force of law or compliance with which is reasonable in the ordinary course
of business of the party concerned) whether or not having the force of law of
any governmental, intergovernmental or supranational body, agency, department
or regulatory, self-regulatory or other authority or organisation.


"subsidiary" has the
meaning given in Clause 1.4. 


"successor" includes
any person who is entitled (by assignment, novation, merger or otherwise) to
any person's rights under this Agreement or any other Finance Document (or any
interest in those rights) or who, as administrator, liquidator or otherwise, is
entitled to exercise those rights; and in particular references to a successor
include a person to whom those rights (or any interest in those rights) are
transferred or pass as a result of a merger, division, reconstruction or other
reorganisation of it or any other person.  


"tax" includes any
present or future tax, duty, impost, levy or charge of any kind which is
imposed by any state, any political sub-division of a state or any local or
municipal authority (including any such imposed in connection with exchange
controls), and any connected penalty, interest or fine.


"war risks" includes
the risk of mines and all risks excluded by clauses 29, 30 or 31 of the
International Hull Clauses (1/11/02), clauses 29 or 30 of the International
Hull Clauses (1/11/03), clauses 24, 25 or 26 of the Institute Time Clauses
(Hulls) (1/11/95) or clauses 23, 24 or 25 of the Institute Time Clauses (Hulls)
(1/10/83) or any equivalent provision.






 242                                 EUROPE/66436786v5    











 





1.3            
 Meaning of "month"


A period of one or more "months" ends on the day
in the relevant calendar month numerically corresponding to the day of the
calendar month on which the period started ("the numerically
corresponding day"), but:


(a)              
 on the Business
Day following the numerically corresponding day if the numerically
corresponding day is not a Business Day or, if there is no later Business Day
in the same calendar month, on the Business Day preceding the numerically
corresponding day; or


(b)             
 on the last
Business Day in the relevant calendar month, if the period started on the last
Business Day in a calendar month or if the last calendar month of the period
has no numerically corresponding day,


and "month" and "monthly" shall
be construed accordingly.


1.4            
 Meaning of "subsidiary"


A company (S) is a subsidiary of another company (P) if:


(a)              
 a majority of
the issued shares in S (or a majority of the issued shares in S which carry
unlimited rights to capital and income distributions) are directly owned by P
or are indirectly attributable to P; or


(b)             
 P has direct or
indirect control over a majority of the voting rights attaching to the issued
shares of S; or


(c)              
 P has the direct
or indirect power to appoint or remove a majority of the directors of S; or


(d)             
 P otherwise has
the direct or indirect power to ensure that the affairs of S are conducted in
accordance with the wishes of P,


and any company of which S is a subsidiary is a parent company of
S.


1.5            
 General
Interpretation


In this Agreement:


(a)              
 references to,
or to a provision of, a Finance Document or any other document are references
to it as amended or supplemented, whether before the date of this Agreement or
otherwise;


(b)             
 references to,
or to a provision of, any law include any amendment, extension, re-enactment or
replacement, whether made before the date of this Agreement or otherwise;  


(c)              
 words denoting
the singular number shall include the plural and vice versa; and


(d)             
 Clauses 1.1 to 1.5 apply unless the contrary intention appears.






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1.6            
 Headings


In interpreting a Finance Document or any provision of a Finance
Document, all clause, sub-clause and other headings in that and any other
Finance Document shall be entirely disregarded.


2                  
 Facility  


2.1            
 Amount of
facility


Subject to the other provisions of this Agreement, the Lenders
shall make available to the Borrowers, in one advance, a term loan facility of
up to the lesser of (i) $55,848,000, (ii) the Existing Indebtedness and (iii)
65 per cent. of the aggregate Initial Market Value of the Ships for the purpose
of re-financing the Existing Indebtedness.  


2.2            
 Lenders'
participations in the Loan


Subject to the other provisions of this Agreement, each Lender
shall participate in the Loan in the proportion which, as at the Drawdown Date,
its Commitment bears to the Total Commitments.


2.3            
 Purpose of the
Loan


The Borrowers undertake with each Creditor Party to use the Loan
only for the purpose stated in the preamble to this Agreement.


3                  
 Position of the
Lenders, the Swap and the Majority Lenders


3.1            
 Interests of
Lenders and Swap Bank several


The rights of the Lenders and the Swap Bank under this Agreement
and the Master Agreement are several; accordingly:


(a)              
 each Lender
shall be entitled to sue for any amount which has become due and payable by the
Borrowers to it under this Agreement; and


(b)             
 the Swap Bank
shall be entitled to sue for any amount which has become due and payable by the
Borrowers to it under the Master Agreement,


without joining the Agent, the Security Trustee, any other Lender
and the Swap Bank as additional parties in the proceedings.


3.2            
 Proceedings by
individual Lender or Swap Bank


However, without the prior consent of the Majority Lenders, no
Lender nor the Swap Bank may bring proceedings in respect of:


(a)              
 any other
liability or obligation of any Borrower or a Security Party under or connected
with a Finance Document; or






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(b)             
 any
misrepresentation or breach of warranty by any Borrower or a Security Party in
or connected with a Finance Document.


3.3            
 Obligations
several


The obligations of the Lenders and the Swap Bank under this
Agreement and of the Swap Bank under the Master Agreement are several; and a
failure of a Lender or the Swap Bank to perform its obligations under this Agreement
or of the Swap Bank to perform its obligations under the Master Agreement shall
not result in:


(a)              
 the obligations
of the other Lenders or (as the case may be) the Swap Bank being increased; nor


(b)             
 any Borrower,
any Security Party or any other Creditor Party being discharged (in whole or in
part) from its obligations under any Finance Document,


and in no circumstances shall a Lender or the Swap Bank have any
responsibility for a failure of another Lender or the Swap Bank to perform its
obligations under this Agreement or the Master Agreement.


3.4            
 Parties bound by
certain actions of Majority Lenders


Every Lender, the Swap Bank, each Borrower and each Security Party
shall be bound by:


(a)              
 any
determination made, or action taken, by the Majority Lenders under any
provision of a Finance Document;


(b)             
 any instruction
or authorisation given by the Majority Lenders to the Agent or the Security
Trustee under or in connection with any Finance Document (subject always to
Clause 27.2);


(c)              
 any action taken
(or in good faith purportedly taken) by the Agent or the Security Trustee in
accordance with such an instruction or authorisation.


3.5            
 Reliance on
action of Agent


However, each Borrower and each Security Party:


(a)              
 shall be
entitled to assume that the Majority Lenders have duly given any instruction or
authorisation which, under any provision of a Finance Document, is required in
relation to any action which the Agent has taken or is about to take; and


(b)             
 shall not be
entitled to require any evidence that such an instruction or authorisation has
been given.


3.6            
 Construction


In Clauses 3.4 and 3.5 references to action taken include (without
limitation) the granting of any waiver or consent, an approval of any document
and an agreement to any matter.






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4                  
 Drawdown  


4.1            
 Request for the
Loan


Subject to the following conditions, the Borrowers may request the
Loan to be made by ensuring that the Agent receives a completed Drawdown Notice
not later than 11.00 a.m. (Oslo time) 3 Business Days (or such shorter period
as the Agent may, in its absolute discretion, agree) prior to the intended
Drawdown Date.


4.2            
 Availability


The conditions referred to in Clause 4.1 are that:


(a)              
 the Drawdown
Date has to be a Business Day during the Availability Period;  


(b)             
 the amount of
the Loan shall not exceed an amount of up to the lesser of (i) US$55,848,000,
(ii) the Existing Indebtedness and (ii) 65 per cent. of the aggregate Initial
Market Value of the Ships; and


(c)              
 the Loan shall
be made available in one advance and shall be applied in
re-financing the Existing Indebtedness.


4.3            
 Notification to
Lenders of receipt of a Drawdown Notice


The Agent shall promptly notify the Lenders that it has received a
Drawdown Notice and shall inform each Lender of:


(a)              
 the amount of
the Loan and the Drawdown Date;


(b)             
 the amount of
that Lender's participation in the Loan; and


(c)              
 the duration of
the first Interest Period.


4.4            
 Drawdown Notice
irrevocable


A Drawdown Notice must be signed by a director or an authorised
representative of each Borrower; and once served, a Drawdown Notice cannot be
revoked without the prior consent of the Agent, acting on the authority of the
Majority Lenders.


4.5            
 Lenders to make
available Contributions


Subject to the provisions of this Agreement, each Lender shall, on
and with value on the Drawdown Date, make available to the Agent for the
account of the Borrowers the amount due from that Lender on the Drawdown Date
under Clause 2.2.






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4.6            
 Disbursement of
the Loan


Subject to the provisions of this Agreement, the Agent shall on
the Drawdown Date pay to the Borrowers the amounts which the Agent receives from
the Lenders under Clause 4.5; and that payment to the Borrowers shall be
made:


(a)              
 to the account
which the Borrowers specify in the Drawdown Notice; and


(b)             
 in the like
funds as the Agent received the payments from the Lenders.


4.7            
 Disbursement of
the Loan to third party


The payment by the Agent under Clause 4.6 shall constitute the making of the Loan and
the Borrowers shall at that time become indebted, as principal and direct
obligors, to each Lender in an amount equal to that Lender's Contribution.


4.8            
 Designated
Transactions under the Master Agreement


(a)              
 The Borrowers
may at any time conclude Designated Transactions with the Swap Bank pursuant to
the Master Agreement for the purpose of swapping their interest payment
obligations and managing their exposure to fluctuation in LIBOR under this
Agreement.  The Borrowers agree that signature of the Master Agreement does not
commit the Swap Bank to conclude Designated Transactions, or even to offer
terms for doing so, but does provide a contractual framework within which
Designated Transactions may be concluded and secured, assuming that mutually
acceptable terms can be agreed at the relevant time.


(b)             
 The Lenders
agree that, to enable the Borrowers to secure their obligations to the Swap
Bank under the Master Agreement, the security of the other Finance Documents
shall be held by the Security Trustee not only to secure the Borrowers'
obligations under this Agreement but also the Borrowers' obligations under the
Master Agreement on the terms set out in Clause 17.


5                  
 Interest  


5.1            
 Payment of
normal interest


Subject to the provisions of this Agreement, interest on the Loan
in respect of each Interest Period applicable thereto shall be paid by the
Borrowers on the last day of that Interest Period.


5.2            
 Normal rate of
interest


Subject to the provisions of this Agreement, the rate of interest
on the Loan in respect of an Interest Period shall be the aggregate of (i) the
Margin and (ii) LIBOR for that Interest Period.


5.3            
 Payment of
accrued interest


In the case of an Interest Period longer than 3 months, accrued
interest shall be paid every 3 months during that Interest Period and on the
last day of that Interest Period.










 





5.4            
 Notification of
Interest Periods and rates of normal interest


The Agent shall notify the Borrowers and each Lender of:


(a)              
 each rate of
interest; and  


(b)             
 the duration of
each Interest Period


as soon as reasonably practicable after each is determined. 


5.5            
 Obligation of
Reference Bank to quote


The Reference Bank shall use all reasonable efforts to supply the
quotation required of it for the purposes of fixing a rate of interest under
this Agreement unless the Reference Bank ceases to be a Lender pursuant to
Clause 26.16.


5.6            
 Absence of
quotations by Reference Bank


If the Reference Bank fails to supply a quotation, the relevant
rate of interest shall be set in accordance with the following provisions of
this Clause 5.


5.7            
 Market
disruption


The following provisions of this Clause 5 apply if:


(a)              
 no Screen Rate
is available for an Interest Period and the Reference Bank does not, before
1.00 p.m. (London time) on the Quotation Date, provide quotations to the Agent
in order to fix LIBOR; or


(b)             
 at least 1
Business Day before the start of an Interest Period, a Lender with Contribution
amounting to more than 33.3 per cent. of the Loan, may notify
the Agent that LIBOR fixed by the Agent would not accurately reflect the cost
to those Lenders of funding its respective Contribution (or any part of it)
during the Interest Period in the London Interbank Market at or about 11.00
a.m. (London time) on the Quotation Date for the Interest Period; or


(c)              
 at least 1
Business Day before the start of an Interest Period, the Agent is notified by a
Lender (the "Affected Lender") that for any reason it is
unable to obtain Dollars in the London Interbank Market in order to fund its
Contribution (or any part of it) during the Interest Period.


5.8            
 Notification of
market disruption


The Agent shall promptly notify the Borrowers and each of the
Lenders stating the circumstances falling within Clause 5.7 which have caused its notice to be given. 


5.9            
 Suspension of
drawdown


If the Agent's notice under Clause 5.8 is served before the Loan is made:


(a)              
 in a case
falling within Clauses 5.7(a) or 5.7(b), the Lenders' obligations to make the Loan;
and






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(b)             
 in a case
falling within Clause 5.7, the Affected Lender's obligation to
participate in the Loan,


shall be suspended while the circumstances referred to in the
Agent's notice continue.


5.10         
 Negotiation of
alternative rate of interest


If the Agent's notice under Clause 5.5 is served after the Loan is made, then subject to Clause 27.4,  the Borrowers, the Agent, the Lenders or (as
the case may be) the Affected Lender shall use reasonable endeavours to agree,
within 30 days after the date on which the Agent serves its notice under Clause
5.5 (the "Negotiation Period"),
an alternative interest rate or (as the case may be) an alternative basis for
the Lenders or (as the case may be) the Affected Lender to fund or continue to
fund their or its Contribution during the Interest Period concerned.


5.11         
 Application of
agreed alternative rate of interest


Subject to Clause
27.4, any alternative interest rate or an
alternative basis which is agreed during the Negotiation Period shall take
effect in accordance with the terms agreed. 


5.12         
 Alternative rate
of interest in absence of agreement


If an alternative interest rate or alternative basis is not agreed
within the Negotiation Period, and the relevant  circumstances are continuing
at the end of the Negotiation Period, then the Agent shall, with the agreement
of each Lender or (as the case may be) the Affected Lender, set an interest
period and interest rate representing the cost of funding of the Lenders or (as
the case may be) the Affected Lender in Dollars or in any available currency of
their or its Contribution plus the Margin; and the procedure provided for by
this Clause 5.12 shall be repeated if the relevant circumstances
are continuing at the end of the interest period so set by the Agent.


5.13         
 Notice of
prepayment


If the Borrowers do not agree with an interest rate set by the
Agent under Clause 5.12, the Borrowers may give the Agent not less
than 15 Business Days' notice of their intention to prepay the Loan at the end
of the interest period set by the Agent.


5.14         
 Prepayment;
termination of Commitments


A notice under Clause 5.13 shall be irrevocable; the Agent shall promptly
notify the Lenders or (as the case may require) the Affected Lender of the
Borrowers' notice of intended prepayment; and:


(a)              
 on the date on
which the Agent serves that notice, the Total Commitments or (as the case may
require) the Commitment of the Affected Lender shall be cancelled; and


(b)             
 on the last
Business Day of the interest period set by the Agent, the Borrowers shall
prepay (without premium or penalty) the Loan or, as the case may be, the
Affected Lender's Contribution, together with accrued interest thereon at the
applicable rate plus the Margin.


5.15         
 Application of
prepayment


The provisions of Clause 8 shall apply in relation to the prepayment.






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6                  
 Interest Periods  


6.1            
 Commencement of
Interest Periods


The first Interest Period applicable to the Loan shall commence on
the Drawdown Date and each subsequent Interest Period shall commence on the
expiry of the preceding Interest Period.


6.2            
 Duration of
normal Interest Periods


Subject to Clauses 6.3 and 6.4, each Interest Period shall be: 


(a)              
 1 or 3 months as
notified by the Borrowers to the Agent not later than 11.00 a.m. (Oslo time) 5
Business Days (or such longer period as the Agent and the Borrowers may agree)
before the commencement of the Interest Period; or  


(b)             
 3 months, if the
Borrowers fail to notify the Agent by the time specified in paragraph (a); or  


(c)              
 such other
period as the Agent may, with the authorisation of the Majority Lenders, agree
with the Borrowers.


6.3            
 Duration of
Interest Periods for repayment instalments


In respect of an amount due to be repaid under Clause 8 on a particular Repayment Date, an Interest
Period shall end on that Repayment Date.


6.4            
 Non-availability
of matching deposits for Interest Period selected


If, after the Borrowers have selected and the Lenders have agreed
an Interest Period longer than 3 months, any Lender notifies the Agent by 11.00
a.m. (London time) on the third Business Day before the commencement of the
Interest Period that it is not satisfied that deposits in Dollars for a period
equal to the Interest Period will be available to it in the London Interbank
Market when the Interest Period commences, the Interest Period shall be of 3
months.


7                  
 Default Interest  


7.1            
 Payment of
default interest on overdue amounts


The Borrowers shall pay interest in accordance with the following
provisions of this Clause 7 on any amount payable by the Borrowers under
any Finance Document which the Agent, the Security Trustee or the other
designated payee does not receive on or before the relevant date, that is:


(a)              
 the date on
which the Finance Documents provide that such amount is due for payment; or


(b)             
 if a Finance
Document provides that such amount is payable on demand, the date on which the
demand is served; or


(c)              
 if such amount
has become immediately due and payable under Clause 19.4, the date on which it became immediately due
and payable.






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7.2            
 Default rate of
interest


Interest shall accrue on an overdue amount from (and including)
the relevant date until the date of actual payment (as well after as before
judgment) at the rate per annum determined by the Agent to be 2 per cent.
above:


(a)              
 in the case of
an overdue amount of principal, the higher of the rates set out at Clauses 7.3(a) and (b); or


(b)             
 in the case of
any other overdue amount, the rate set out at Clause 7.3(b).


7.3            
 Calculation of
default rate of interest


The rates referred to in Clause 7.2 are:


(a)              
 the rate
applicable to the overdue principal amount immediately prior to the relevant
date (but only for any unexpired part of any then current Interest Period
applicable to it); and


(b)             
 the aggregate of
the Margin plus, in respect of successive periods of any duration (including at
call) up to 3 months which the Agent may select from time to time:


(i)                
 LIBOR; or


(ii)              
 if the Agent
(after consultation with the Reference Bank) determines that Dollar deposits
for any such period are not being made available to the Reference Bank by leading
banks in the London Interbank Market in the ordinary course of business, a rate
from time to time determined by the Agent by reference to the cost of funds to
the Reference Bank from such other sources as the Agent (after consultation
with the Reference Bank) may from time to time determine.


7.4            
 Notification of
interest periods and default rates


The Agent shall promptly notify the Lenders and the Borrowers of
each interest rate determined by the Agent under Clause 7.3 and of each period selected by the Agent for
the purposes of paragraph (b) of that Clause; but this shall not be taken to
imply that the Borrowers are liable to pay such interest only with effect from
the date of the Agent's notification.


7.5            
 Payment of
accrued default interest


Subject to the other provisions of this Agreement, any interest
due under this Clause shall be paid on the last day of the period by reference
to which it was determined; and the payment shall be made to the Agent for the
account of the Creditor Party to which the overdue amount is due.


7.6            
 Compounding of
default interest


Any such interest which is not paid at the end of the period by
reference to which it was determined shall thereupon be compounded.






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7.7            
 Application to
Master Agreement


For the avoidance of doubt, this Clause 7 does not apply to any amount payable under the
Master Agreement in respect of any continuing Designated Transaction as to
which section 2(e) (Default Interest; Other Amounts) of the Master
Agreement shall apply.


8                  
 Repayment and
Prepayment  


8.1            
 Amount of
repayment instalments


(a)              
 The Borrowers
shall repay the Loan as follows:


(i)                
 if no Initial
Extension Request has been served within the time frame set out in paragraph (a) of Clause 8.3 or an Initial Extension Request has been
served but has been refused by all Lenders, the Loan shall be repaid by:


(A)             
 8 equal consecutive
three-monthly instalments each in an amount equal to $1,861,600; and


(B)             
 a balloon
instalment in an amount equal to $40,955,200; or


(ii)              
 if an Initial
Extension Request has been served under paragraph (a) of Clause 8.3 and has been accepted by the Lenders (or any
of them), the Loan shall be repaid by:


(A)             
 12 equal consecutive
three-monthly instalments each in an amount equal to $1,861,600; and


(B)             
 a balloon
instalment in an amount equal to $33,508,800; or


(iii)             
 if a Subsequent
Extension Request has been served under paragraph (b) of Clause 8.3 and has been accepted by the Lenders (or any
of them), the Loan shall be repaid by:


(A)             
 16 equal consecutive
three-monthly instalments each in an amount equal to $1,861,600; and


(B)             
 a balloon
instalment in an amount equal to $26,062,400.


(b)             
 If any Lender or
Lenders refuse, or are deemed to have refused, an Extension Request and their
respective Contributions are repaid in accordance with Clause 8.3(g) prior to the full repayment of the Loan, then
the Repayment Instalments and the Balloon Instalment for each Repayment Date falling
after the repayment of such Contributions will be reduced pro rata by the
amount of the Loan repaid.


8.2            
 Repayment Dates


The first Repayment Instalment for the Loan shall be repaid on 19
June 2020, each subsequent Repayment Instalment shall be repaid at
three-monthly intervals thereafter and the last Repayment Instalment together
with the Balloon Instalment shall be repaid on the Final Maturity Date.






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8.3            
 Extension of
Final Maturity Date


(a)              
 The Borrowers
may, by delivering a request to the Agent (an "Initial  Extension
Request") not earlier than the date falling 5 months prior to the
Initial Maturity Date but not later than the date falling 2 months prior to
such date, request an extension of the Initial Maturity Date by 1 year.


(b)             
 Subject to the Initial
Maturity Date having been extended pursuant to paragraph (a) of this Clause, the Borrowers may, by
delivering an additional Extension Request (a "Subsequent Extension
Request"), not earlier than the date falling 5 months prior to the
Extended Maturity Date but not later than the date falling 2 months prior to
such date, request an additional extension of the Extended Maturity Date by 1
year.


(c)              
 The Final
Maturity Date shall in no event extend beyond the date falling on the fourth
anniversary of the Drawdown Date.


(d)             
 Each Extension
Request delivered pursuant to paragraphs (a) and (b) of this Clause must specify whether, as at the
date of that Extension Request, an Event of Default has occurred and is
continuing or, in the Lenders' opinion (acting reasonably), might result from
the extension requested in that Extension Request.


(e)              
 The Agent shall
promptly notify the Lenders of the receipt of an Extension Request.


(f)               
 Each Lender may
(in its absolute discretion) accept an Extension Request by giving written
notice to the Agent by no later than the date falling 30 days after the date on
which the relevant Extension Request was delivered to the Agent by the
Borrowers (a "Cut-Off Date"). The Final Maturity Date in
respect of the Contributions of each Lender that has accepted an Extension
Request will be extended in accordance with that Extension Request upon payment
of the fee payable pursuant to Clause 20.2 in respect of that extension.


(g)              
 If a Lender notifies
the Agent by the relevant Cut-Off Date that it refuses the Extension Request, then
the Final Maturity Date in relation to the Contributions of that Lender and any
interest accrued thereon shall remain unchanged and such amounts shall remain
due and payable on such date.


(h)             
 If a Lender
fails to reply to the Agent with respect to an Extension Request by the relevant
Cut-Off Date, it will be deemed to have refused the Extension Request.


(i)                
 By no later than
the date falling 3 Business Days after a Cut-Off Date, the Agent shall inform
the Borrowers and the Lenders of:


(i)                
 the identity of
the Lenders which have accepted and the identity of the Lenders which have
refused, or are deemed to have refused, the Extension Request; and


(ii)              
 the amount of
the Contributions which are to be extended.


(j)                
 Any Extension Request
delivered under this Clause is irrevocable.









 





8.4            
 Final Maturity
Date


On the Final Maturity Date, the Borrowers shall additionally pay
to the Agent for the account of the Creditor Parties all other sums then
accrued or owing under any Finance Document.


8.5            
 Voluntary
prepayment


Subject to the following conditions, the Borrowers may prepay the
whole or any part of the Loan on the last day of an Interest Period.


8.6            
 Conditions for
voluntary prepayment


The conditions referred to in Clause 8.5 are that:


(a)              
 a partial
prepayment shall be $500,000 or a higher integral multiple of $500,000;


(b)             
 the Agent has
received from the Borrowers at least 3 days' prior written notice specifying
the amount to be prepaid and the date on which the prepayment is to be made;  


(c)              
 the Borrowers
have provided evidence satisfactory to the Agent that any consent required by
any Borrower or any Security Party in connection with the prepayment has been
obtained and remains in force, and that any regulation relevant to this
Agreement which affects any Borrower or any Security Party has been complied
with; and


(d)             
 the Borrowers
have complied with Clause 8.13 on or prior to the date of prepayment.


8.7            
 Effect of notice
of prepayment


A prepayment notice may not be withdrawn or amended without the
consent of the Agent, given with the authorisation of the Majority Lenders, and
the amount specified in the prepayment notice shall become due and payable by
the Borrowers on the date for prepayment specified in the prepayment notice.


8.8            
 Notification of
notice of prepayment


The Agent shall notify the Lenders promptly upon receiving a
prepayment notice, and shall provide any Lender which so requests with a copy
of any document delivered by the Borrowers under Clause 8.6(c).


8.9            
 Mandatory
prepayment


The Borrowers shall be obliged to prepay the whole of the Relevant
Amount if a Ship is sold or becomes a Total Loss:


(a)              
 in the case of a
sale, on or before the date on which the Mortgage on that Ship is released; or


(b)             
 in the case of a
Total Loss, on the earlier of the date falling 180 days after the Total Loss
Date and the date of receipt by the Security Trustee of the proceeds of
insurance relating to such Total Loss.





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In this Clause 8.9 "Relevant Amount" means an
amount achieved by dividing the Market Value of the Ship which has been sold or
become Total Loss by the aggregate of the Market Value of all Ships (including
the Ship that has become sold or Total Loss) and multiplying it by the Loan on
the date that the relevant Ship is sold or becomes a Total Loss. 


8.10         
 Amounts payable
on prepayment


A prepayment shall be made together with accrued interest (and any
other amount payable under Clause 21 or otherwise) in respect of the amount prepaid
and, if the prepayment is not made on the last day of an Interest Period
together with any sums payable under Clause 21.1(b) but without premium or penalty. 


8.11         
 Application of
partial prepayment


Each partial prepayment made pursuant to Clauses 8.5 and 8.9 shall be applied pro rata against the then
outstanding Repayment Instalments and the Balloon Instalment. 


8.12         
 No re-borrowing


No amount prepaid may be re-borrowed.


8.13         
 Unwinding of
Designated Transactions


On or prior to any repayment or prepayment of the Loan under this
Clause 8 or any other provision of this Agreement, each
Borrower shall wholly or partially reverse, offset, unwind or otherwise
terminate one or more of the continuing Designated Transactions so that the
notional principal amount of the continuing Designated Transactions thereafter
remaining does not and will not in the future (taking into account the scheduled amortisation)
exceed the amount of the Loan as reducing from time to time thereafter pursuant
to Clause 8.1.


9                  
 Conditions Precedent  


9.1            
 Documents, fees
and no default


Each Lender's obligation to contribute to the Loan is subject to
the following conditions precedent: 


(a)              
 that, on or
before the service of the Drawdown Notice, the Agent receives:


(i)                
 the documents
described in Part A of Schedule 3 in form and substance satisfactory to the
Agent and its lawyers;
and


(ii)              
 the arrangement
fee referred to in Clause 20.1;


(b)             
 that, on the
Drawdown Date but prior to the making of the Loan, the Agent receives or is
satisfied that it will receive on the making of the Loan the documents
described in Part B of Schedule 3 in form and substance satisfactory to it and
its lawyers;


(c)              
 that, on or
before the service of the Drawdown Date, the Agent receives payment of any
expenses payable pursuant to Clause 20.3 which is due and payable on the Drawdown Date;






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(d)             
 that both at the
date of the Drawdown Notice and at the Drawdown Date:


(i)                
 no Event of
Default or Potential Event of Default has occurred or would result from the
borrowing of the Loan;  


(ii)              
 the
representations and warranties in Clause 10.1 and those of any Borrower or any Security
Party which are set out in the other Finance Documents would be true and not
misleading if repeated on each of those dates with reference to the circumstances
then existing;  


(iii)             
 none of the
circumstances contemplated by Clause 5.7 has occurred and is continuing; and


(iv)             
 there has been
no material adverse change in the financial condition, state of affairs or
prospects of the Borrowers (or any of them), the Corporate Guarantor or any other
Security Party since 31 October 2019 in the light of which the Agent considers that there is a
significant risk that the Borrowers, the Corporate Guarantor or any other
Security Party is, or will later become, unable to discharge its liabilities
under the Finance Documents to which it is a party as they fall due;


(e)              
 that, if the
ratio set out in Clause 15.1 were applied immediately following the making
of the Loan, the Borrowers would not be obliged to provide additional security
or prepay part of the Loan under that Clause; and


(f)               
 that the Agent
has received, and found to be acceptable to it, any further opinions, consents,
agreements and documents in connection with the Finance Documents which the
Agent may, with the authorisation of the Majority Lenders, request by notice to
the Borrowers prior to the Drawdown Date.


9.2            
 Waiver of
conditions precedent


(a)              
 Subject to
paragraph (b) below, if the Majority Lenders, at their
discretion, permit the Loan to be borrowed before certain of the conditions
referred to in Clause 9.1 are satisfied, the Borrowers shall ensure that
those conditions are satisfied within 5 Business Days after the Drawdown Date
(or such longer period as the Agent may, with the authorisation of the Majority
Lenders, specify).


(b)             
 The Majority
Lenders hereby agree to permit the Loan to be borrowed prior to the Borrowers
providing the letters of undertaking and the letters of resignation which are
to be signed under each Shares Pledge by Mr Symeon Palios in his capacity as
director and/or officer of each Borrower, on the condition that the Borrowers
shall ensure that they will provide these letters duly signed by Mr Symeon
Palios (or his replacement director or, as the case may be, officer) within 3
months after the Drawdown Date (or such longer period as the Agent may, with
the authorisation of the Majority Lenders, specify).


10              
 Representations
and Warranties


10.1         
 General


Each Borrower represents and warrants to each Creditor Party as follows.










 





10.2         
 Status


(a)              
 Each Borrower,
save for Vesta, is duly incorporated and validly existing and in good standing
under the laws of the Marshall Islands.


(b)             
 Vesta is duly
incorporated and validly existing and in good standing under the laws of Panama.


10.3         
 Shares and
ownership


(a)              
 Each Borrower
(other than Vesta) is authorised to issue Five hundred (500) registered shares
with par value of $0,01 each.


(b)             
 Vesta has an
authorised share capital of One hundred (100) registered shares.


(c)              
 The legal title
and beneficial ownership of all those shares is held, free of any Security
Interest or other claim, by the Corporate Guarantor.


10.4         
 Corporate power


Each Borrower has the corporate capacity, and has taken all
corporate action and obtained all consents necessary for it:


(a)              
 to register
permanently the Ship owned by it in its name under the Approved Flag;


(b)             
 to execute the
Finance Documents to which that Borrower is a party; and


(c)              
 to borrow under
this Agreement, to enter into Designated Transactions under the Master
Agreement and to make all the payments contemplated by, and to comply with,
those Finance Documents to which it is a party.


10.5         
 Consents in
force


All the consents referred to in Clause 10.4 remain in force and nothing has occurred which
makes any of them liable to revocation.


10.6         
 Legal validity;
effective Security Interests


The Finance Documents to which each Borrower is a party, do now
or, as the case may be, will, upon execution and delivery (and, where applicable,
registration as provided for in the Finance Documents): 


(a)              
 constitute that
Borrower's legal, valid and binding obligations enforceable against that
Borrower in accordance with their respective terms; and


(b)             
 create legal,
valid and binding Security Interests enforceable in accordance with their
respective terms over all the assets to which they, by their terms, relate;


subject to any relevant insolvency laws affecting creditors'
rights generally.






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10.7         
 No third party
Security Interests


Without limiting the generality of Clause 10.6, at the time of the execution and delivery of
each Finance Document to which a Borrower is a party: 


(a)              
 each Borrower
which is a party to that Finance Document will have the right to create all the
Security Interests which that Finance Document purports to create; and


(b)             
 no third party
will have any Security Interest (except for Permitted Security Interests) or
any other interest, right or claim over, in or in relation to any asset to
which any such Security Interest, by its terms, relates.


10.8         
 No conflicts


The execution by each Borrower of each Finance Document to which
it is a party, and the borrowing by that Borrower of the Loan, and its
compliance with each Finance Document to which it is a party will not involve
or lead to a contravention of:


(a)              
 any law or
regulation; or


(b)             
 the
constitutional documents of that Borrower; or


(c)              
 any contractual
or other obligation or restriction which is binding on that Borrower or any of
its assets.


10.9         
 No withholding
taxes


All payments which each Borrower is liable to make under the
Finance Documents to which it is a party may be made without deduction or
withholding for or on account of any tax payable under any law of any Pertinent
Jurisdiction.


10.10     
 No default


No Event of Default or Potential Event of Default has occurred.


10.11     
 Information


All information which has been provided in writing by or on behalf
of the Borrowers or any Security Party to any Creditor Party in connection with
any Finance Document satisfied the requirements of Clause 11.5; all audited and unaudited accounts which have
been so provided satisfied the requirements of Clause 11.7; and there has been no material adverse change
in the financial position or state of affairs of any Borrower from that
disclosed in the latest of those accounts.


10.12     
 No litigation


No legal or administrative action involving any Borrower
(including action relating to any alleged or actual breach of the ISM Code or
the ISPS Code) has been commenced or taken or, to any Borrower's knowledge, is
likely to be commenced or taken.






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10.13       Validity and completeness of the
Initial Charter


(a)              
 The Initial
Charter constitutes valid, binding and enforceable obligations of the Initial
Charterer and Bokak in accordance with its terms.


(b)             
 The copy of the
Initial Charter delivered to the Agent before the date of this Agreement is a
true and complete copy.


(c)              
 Other than those
amendments and additions to the Initial Charter disclosed to the Agent before
the date of this Agreement, no amendments or additions to the Initial Charter
have been agreed nor has Bokak or the Initial Charterer waived any of their
respective rights under the Initial Charter.


10.14     
 Compliance with
certain undertakings


At the date of this Agreement, the Borrowers are in compliance
with Clauses 11.2, 11.4, 11.9 and 11.13.


10.15     
 Taxes paid


Each Borrower has paid all taxes applicable to, or imposed on or
in relation to that Borrower, its business or the Ship owned by it.


10.16     
 ISM Code and
ISPS Code compliance


All requirements of the ISM Code and the ISPS Code as they relate
to the Borrowers, the Approved Manager and the Ships have been complied with.


10.17     
 No money
laundering


Without prejudice to the generality of Clause 2.3, in relation to the borrowing by the Borrowers
of the Loan, the performance and discharge of their obligations and liabilities
under the Finance Documents, and the transactions and other arrangements
affected or contemplated by the Finance Documents to which a Borrower is a
party, the Borrowers confirm (i) that they are acting for their own account;
(ii) that they will use the proceeds of the Loan for their own benefit, under
their full responsibility and exclusively for the purposes specified in this
Agreement; (iii) that no Borrower and no Security Party nor any of their
respective subsidiaries, directors, or officers, or, to the best of the
Borrowers' knowledge, any affiliate, agent or employee thereof has engaged in
any activity or conduct which would violate any applicable anti-bribery,
anti-corruption or anti-money laundering laws or regulations in any applicable
jurisdiction and each Borrower and each Security Party has instituted and
maintains policies and procedures designated to prevent violation of such laws
regulations and rules and (iv) that the foregoing will not involve or lead to a
contravention of any law, official requirement or other regulatory measure or
procedure implemented to combat "money laundering" (as defined in
Article 1 of Directive 2005/60/EC of the European Parliament and of the
Council). 










 





10.18       No immunity


No Borrower, nor any of their assets are entitled to immunity on
the grounds of sovereignty or otherwise from any legal action or proceeding
(which shall include, without limitation, suit attachment prior to judgement,
execution or other enforcement).


10.19       Sanctions Laws


(a)              
 Each Borrower,
Security Party and member of the Group and their respective subsidiaries, directors,
officers, employees, and to the best of each Borrower's knowledge, their
respective agents or representatives has been and is in compliance with Sanctions Laws. 


(b)             
 No Borrower,
Security Party or member of the Group, none of their subsidiaries and none of their
respective directors, officers, employees, and to the best of each Borrower's
knowledge, none of their respective agents or representatives:  


(i)                
 is a Restricted
Party, or is involved in any transaction through which it is likely to become a
Restricted Party; or  


(ii)              
 is subject to or
involved in any inquiry, claim, action, suit, proceeding or investigation
against it with respect to Sanctions Laws by any Sanctions Authority.


10.20     
 Compliance with
applicable laws


Each Borrower is at all times in compliance with all applicable
laws or regulations, including but not limited to all Environmental Laws.


11              
 General
Undertakings  


11.1         
 General


Each Borrower undertakes with each Creditor Party to comply with
the following provisions of this Clause 11 at all times during the Security Period except
as the Agent may, with the authorisation of the Majority Lenders, otherwise
permit.


11.2         
 Title; negative
pledge


Each Borrower will:


(a)              
 hold the legal
title to, and own the entire beneficial interest in the Ship owned by it, the
Insurances and Earnings, free from all Security Interests and other interests
and rights of every kind, except for those created by the Finance Documents and
the effect of assignments contained in the Finance Documents and except for
Permitted Security Interests; and


(b)             
 not create or
permit to arise any Security Interest (except for Permitted Security Interests)
over any other asset, present or future (including, but not limited to, that
Borrower's rights against the Swap Bank under the Master Agreement or all or
any part of that Borrower's interest in any amount payable to that Borrower by
the Swap Bank under the Master Agreement).






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11.3         
 No disposal of
assets


No Borrower will transfer, lease or otherwise dispose of:


(a)              
 all or a
substantial part of its assets, whether by one transaction or a number of
transactions, whether related or not; or


(b)             
 any debt payable
to it or any other right (present, future or contingent right) to receive a
payment, including any right to damages or compensation,


but paragraph (a) does not apply to any charter of a Ship as to
which Clause 14.13 applies.


11.4         
 No other
liabilities or obligations to be incurred


No Borrower will incur any liability or obligation except:


(a)              
 under the
Finance Documents to which it is a party;


(b)             
 liabilities or
obligations reasonably incurred in the ordinary course of owning, operating and
chartering the Ship;


(c)              
 in respect of
the Designated Transactions; and


(d)             
 for the duration
Existing Indebtedness Grace Period only, liabilities incurred under the
Previous Loan Agreement.


11.5         
 Information
provided to be accurate


All financial and other information which is provided in writing
by or on behalf of a Borrower under or in connection with any Finance Document
will be true and not misleading and will not omit any material fact or
consideration.


11.6         
 Provision of
financial statements


Each Borrower will send or procure that are to be sent to the
Agent:


(a)              
 as soon as
possible, but in no event later than 180 days after the end of each Financial
Year of the Corporate Guarantor the audited annual consolidated financial
statements of the Corporate Guarantor for that Financial Year of the Corporate
Guarantor (commencing with the financial statements for the year that ended on
31 December 2019);  


(b)             
 as soon as
possible, but in no event later than 90 days after the end of each Financial
Year of the Corporate Guarantor the unaudited annual consolidated financial
statements of the Corporate Guarantor for that Financial Year of the Corporate
Guarantor (commencing with the financial statements for the year that ended on
31 December 2019);


(c)              
 as soon as
possible, but in no event later than 90 days after 30 June in each Financial
Year of the Corporate Guarantor the unaudited semi-annual consolidated
financial statements of the Corporate Guarantor for the first six-month period
of such Financial Year and in the form published 



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in
the relevant press release  (commencing with the financial statements for the
6-month period ending 30 June 2020) certified as to their correctness by the
chief financial officer of the Corporate Guarantor; and


(d)             
 promptly after a
request by the Agent, such further financial or other information in respect of
the Borrowers, the Ships, the Corporate Guarantor, the other Security Parties,
the Fleet Vessels and the Group (including, but not limited to, charter
arrangements, Financial Indebtedness, operating expenses) as the Agent may
reasonably require.


11.7         
 Form of
financial statements


All accounts delivered under Clause 11.6 will:


(a)              
 be prepared in
accordance with all applicable laws and GAAP consistently applied;


(b)             
 give a true and
fair view of the state of affairs of the Group at the date of those accounts
and of its profit for the period to which those accounts relate; and


(c)              
 fully disclose
or provide for all significant liabilities of the Group.


11.8         
 Shareholder and
creditor notices


Each Borrower will send the Agent, at the same time as they are
despatched, copies of all communications which are despatched to that Borrower's
shareholders or creditors or any class of them.


11.9         
 Consents


Each Borrower will maintain in force and promptly obtain or renew,
and will promptly send certified copies to the Agent of, all consents required:


(a)              
 for that
Borrower to perform its obligations under any Finance  Document to which it is
a party;  


(b)             
 for the validity
or enforceability of any Finance Document to which it is a party; and


(c)              
 for that
Borrower to continue to own and operate the Ship owned by it,


and that Borrower will comply with the terms of all such consents.


11.10     
 Maintenance of
Security Interests


Each Borrower will:


(a)              
 at its own cost,
do all that is necessary to ensure that any Finance Document to which it is a
party validly creates the obligations and the Security Interests which it
purports to create; and


(b)             
 without limiting
the generality of paragraph (a), at its own cost, promptly register, file,
record or enrol any Finance Document with any court or authority in all
Pertinent Jurisdictions, pay any stamp, registration or similar tax in all
Pertinent Jurisdictions in respect of any Finance Document, 



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give
any notice or take any other step which, in the opinion of the Majority
Lenders, is or has become necessary or desirable for any Finance Document to be
valid, enforceable or admissible in evidence or to ensure or protect the
priority of any Security Interest which it creates.  


11.11     
 Notification of
litigation


Each Borrower will provide the Agent with details of any legal or
administrative action involving that Borrower, any Security Party, the Approved
Manager or the Ship owned by it, the Earnings or the Insurances as soon as such
action is instituted or it becomes apparent to that Borrower that it is likely
to be instituted, unless it is clear that the legal or administrative action
cannot be considered material in the context of any Finance Document. 


11.12     
 No amendment to
Master Agreement


No Borrower will agree to any amendment or supplement to, or waive
or fail to enforce, the Master Agreement or any of its provisions.


11.13     
 Principal place
of business


No Borrower will establish, or do anything as a result of which it
would be deemed to have, a place of business in any country other than Greece.


11.14     
 Confirmation of
no default


Each Borrower will, within 2 Business Days after service by the
Agent of a written request, serve on the Agent a notice which is signed by 2
directors of that Borrower and which:


(a)              
 states that no
Event of Default or Potential Event of Default has occurred; or


(b)             
 states that no
Event of Default or Potential Event of Default has occurred, except for a
specified event or matter, of which all material details are given.


The Agent may serve requests under this Clause 11.14 from time to time but only if asked to do so by
a Lender or Lenders having Contributions exceeding 10 per cent. of the Loan or
(if the Loan hasn't been drawn) Commitments exceeding 10 per cent of the Total
Commitments; and this Clause 11.14 does not affect the Borrowers' obligations
under Clause 11.15.


11.15     
 Notification of
default


Each Borrower will notify the Agent as soon as that Borrower
becomes aware of:


(a)              
 the occurrence
of an Event of Default or a Potential Event of Default; or


(b)             
 any matter which
indicates that an Event of Default or a Potential Event of Default may have
occurred,


and will keep the Agent fully up to date with all developments.






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11.16       Provision of further information


Each Borrower will, as soon as practicable after receiving the
request, provide the Agent with any additional financial or other information
relating:


(a)              
 to the
Borrowers, the Group, the Corporate Guarantor, the Ships, the other Fleet
Vessels, their Insurances or their Earnings (including, but not limited to, any
sales or purchases of any Fleet Vessels, the incurrence of Financial
Indebtedness by members of the Group, details of the employment of the Fleet
Vessels) as the Agent may require; or


(b)             
 to any other
matter relevant to, or to any provision of, a Finance Document,


which may be requested by the Agent, the Security Trustee, the
Swap Bank or any Lender at any time.


11.17     
 Provision of
copies and translation of documents


Each Borrower will supply the Agent with a sufficient number of
copies of the documents referred to above to provide 1 copy for each Creditor
Party; and if the Agent so requires in respect of any of those documents, the
Borrowers will provide a certified English translation prepared by a translator
approved by the Agent.


11.18     
 Know your
customer


Promptly upon the Agent's request each Borrower will supply, or
procure the supply of, such documentation and other evidence as is reasonably
requested by the Agent in order for each Creditor Party to carry out and be
satisfied with the results of all necessary "know your client" or
other checks which it is required to carry out in relation to the transactions
contemplated by the Finance Documents and to the identity of any parties to the
Finance Documents (other than Creditor Parties) and their directors and
officers.


11.19     
 No amendment to
the Initial Charter


Bokak will ensure that the parties to the Initial Charter will not
agree to any amendment or supplement to, or waive or fail to enforce, the
Initial Charter or any of its provisions.


11.20     
 Payment of taxes


Each Borrower shall pay when due all taxes applicable to, or
imposed on, its business or the Ship owned by it.


11.21     
 Bribery and
anti-corruption laws


(a)              
 No Borrower
shall use the proceeds of the Loan for any purpose which would breach the Bribery
Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other
similar legislation in other jurisdictions.


(b)             
 Each Borrower
shall (and shall procure that each other Security Party and each other member
of the Group shall):





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(i)                
 conduct its
businesses in compliance with applicable anti-corruption laws; and


(ii)              
 maintain
policies and procedures designed to promote and achieve compliance with such
laws.


11.22     
 Sanctions Laws


(a)              
 Each Borrower
shall ensure that none of them or the Security Parties nor any of their
respective subsidiaries or any member of the Group, their respective directors,
officers, employees, agents or representatives or any other persons acting on
any of their behalf, is or will become a Restricted Party.


(b)             
 Each Borrower
shall supply to the Agent, promptly upon becoming aware of them, the details of
any inquiry, claim, action, suit, proceeding or investigation pursuant to
Sanctions Laws by any Sanctions Authority against a Borrower, any Security
Party, any of their respective direct or indirect owners, their respective
subsidiaries or any member of the Group, any of their joint ventures or any of
their respective directors, officers, employees, agents or representatives, as
well as information on what steps are being taken with regards to answer or
oppose such.


(c)              
 Each Borrower
shall (and shall procure that the other members of the Group will) implement
and maintain in effect policies and procedures designed to promote and ensure
compliance by them and their respective directors, officers and employees
acting on their behalf with Sanctions Laws and anti-corruption laws and
regulations.


11.23     
 Use of proceeds


(a)              
 No proceeds of
the Loan shall be made available, directly or indirectly, to or for the benefit
of a Restricted Party nor shall they be otherwise directly or indirectly,
applied in a manner or for a purpose prohibited by Sanctions Laws.


(b)             
 The Borrowers
shall not repay or prepay the Loan or any part thereof or fund all or any part
of any payment under this Agreement (i) out of proceeds from funds or assets
that (A) constitute property of, or that are beneficially owned directly or
indirectly by, any Restricted Party or (B) are obtained or derived from
transactions with or relating to any Restricted Party or transactions in
violation of Sanctions Laws or (ii) in any manner that would cause any Lender
to be in violation of Sanctions Laws.


12              
 Corporate
Undertakings  


12.1         
 General


Each Borrower also undertakes with each Creditor Party to comply
with the following provisions of this Clause 12 at all times during the Security Period except
as the Agent may, with the authorisation of the Majority Lenders, otherwise
permit.






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12.2         
 Maintenance of
status


(a)              
 Each Borrower
(other than Vesta) will maintain its separate corporate existence and remain in
good standing under the laws of the Marshall Islands.


(b)             
 Vesta will
maintain its separate corporate existence and remain in good standing under the
laws of Panama.


12.3         
 Negative
undertakings


No Borrower will:


(a)              
 carry on any
business other than the ownership, chartering and operation of the Ship owned
by that Borrower; or
 


(b)             
 pay any dividend
or make any other form of distribution or effect any form of redemption,
purchase or return of share capital (the "Distribution") if an
Event of Default has occurred at any relevant time which is continuing or an
Event of Default will result from the Distribution; or


(c)              
 provide any form
of credit or financial assistance to:


(i)                
 a person who is
directly or indirectly interested in that Borrower's share or loan capital; or


(ii)              
 any company in
or with which such a person is directly or indirectly interested or connected,


or enter into any transaction with or involving such a person or
company on terms which are, in any respect, less favourable to that Borrower
than those which it could obtain in a bargain made at arms' length; or


(d)             
 open or maintain
any account with any bank or financial institution except accounts with the
Agent and the Security Trustee for the purposes of the Finance Documents; or


(e)              
 issue, allot or
grant any person a right to any shares in its capital or repurchase or reduce
its issued share capital; or


(f)               
 acquire any
shares or other securities other than US or UK Treasury bills and certificates
of deposit issued by major North American or European banks, or enter into any
transaction in a derivative other than the Designated Transactions; or


(g)              
 enter into any
form of amalgamation, merger or de-merger or any form of reconstruction or
reorganisation.






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13              
 Insurance  


13.1         
 General


Each Borrower also undertakes with each Creditor Party to comply
with the following provisions of this Clause 13 at all times during the Security Period except
as the Agent may, with the authorisation of the Majority Lenders, otherwise
permit.


13.2         
 Maintenance of
obligatory insurances


Each Borrower shall keep the Ship owned by it insured at the
expense of that Borrower against:


(a)              
 fire and usual
marine risks (including hull and machinery and excess risks);


(b)             
 war risks
(including terrorism, piracy and confiscation);


(c)              
 protection and
indemnity risks (other than loss of hire or political risks); and


(d)             
 any other risks
against which the Security Trustee considers, having regard to practices and
other circumstances prevailing at the relevant time, it would in the opinion of
the Security Trustee be reasonable for that Borrower to insure and which are
specified by the Security Trustee by notice to that Borrower.


13.3         
 Terms of
obligatory insurances


Each Borrower shall effect such insurances:


(a)              
 in Dollars;


(b)             
 in the case of
fire and usual marine risks and war risks, (including hull interest and freight
interest) in such amount as shall from time to time be approved by the Security
Trustee but in any event in an amount not less than the greater of (i) an
amount which when aggregated with the insured value of the other Ships then
subject to a Mortgage, 120 per cent of the aggregate of the Loan and (ii) the
Market Value of the Ship owned by it;  


(c)              
 in the case of
hull and machinery policy at an agreed insured value (excluding hull interest
and freight interest) in an amount of not less than an amount which when
aggregated with the agreed insured values under all the other hull and
machinery policies for the other Ships then subject to a Mortgage is not less
than the principal amount of the Loan Provided that the Borrowers are in
compliance with their obligations under paragraph (b) above at all times;  


(d)             
 in the case of
oil pollution liability risks, for an aggregate amount equal to the highest
level of cover from time to time available under basic protection and indemnity
club entry and in the international marine insurance market;


(e)              
 in relation to
protection and indemnity risks in respect of the full tonnage of the Ship;


(f)               
 on approved
terms; and






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(g)              
 through approved
brokers and with approved insurance companies and/or underwriters or, in the
case of war risks and protection and indemnity risks, in approved war risks and
protection and indemnity risks associations.


13.4         
 Further
protections for the Creditor Parties


In addition to the terms set out in Clause 13.3, each Borrower shall procure that the
obligatory insurances effected by it shall:


(a)              
 subject always
to paragraph (b), name that Borrower as the sole named assured
unless the interest of every other named assured is limited:


(i)                
 in respect of
any obligatory insurances for hull and machinery and war risks;


(A)             
 to any provable
out-of-pocket expenses that it has incurred and which form part of any
recoverable claim on underwriters; and  


(B)             
 to any third
party liability claims where cover for such claims is provided by the policy
(and then only in respect of discharge of any claims made against it); and  


(ii)              
 in respect of
any obligatory insurances for protection and indemnity risks, to any recoveries
it is entitled to make by way of reimbursement following discharge of any third
party liability claims made specifically against it


and every other named assured has undertaken in writing to the
Security Trustee (in such form as it requires) that any deductible shall be
apportioned between that Borrower and every other named assured in proportion
to the gross claims made or paid by each of them and that it shall do all
things necessary and provide all documents, evidence and information to enable
the Security Trustee to collect or recover any moneys which at any time become
payable in respect of the obligatory insurances;


(b)             
 whenever the
Security Trustee requires, name (or be amended to name) the Security Trustee as
additional named assured for its rights and interests, warranted no operational
interest and with full waiver of rights of subrogation against the Security
Trustee, but without the Security Trustee thereby being liable to pay (but having
the right to pay) premiums, calls or other assessments in respect of such
insurance;


(c)              
 name the
Security Trustee as loss payee with such directions for payment as the Security
Trustee may specify;


(d)             
 provide that all
payments by or on behalf of the insurers under the obligatory insurances to the
Security Trustee shall be made without set-off, counterclaim or deductions or
condition whatsoever;


(e)              
 provide that
such obligatory insurances shall be primary without right of contribution from
other insurances which may be carried by the Security Trustee or any other
Creditor Party; and


(f)               
 provide that the
Security Trustee may make proof of loss if that Borrower fails to do so.






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13.5         
 Renewal of
obligatory insurances


Each Borrower shall:


(a)              
 at least 21 days
before the expiry of any obligatory insurance effected by it:


(i)                
 notify the
Security Trustee of the brokers (or other insurers) and any protection and
indemnity or war risks association through or with whom that Borrower proposes
to renew that obligatory insurance and of the proposed terms of renewal; and


(ii)              
 obtain the
Security Trustee's approval to the matters referred to in paragraph (i);


(b)             
 at least 14 days
before the expiry of any obligatory insurance, renew that obligatory insurance
in accordance with the Security Trustee's approval pursuant to paragraph (a); and


(c)              
 procure that the
approved brokers and/or the war risks and protection and indemnity associations
with which such a renewal is effected shall promptly after the renewal notify
the Security Trustee in writing of the terms each conditions of the renewal.


13.6         
 Copies of
policies; letters of undertaking


Each Borrower shall ensure that all approved brokers provide the
Security Trustee with pro forma copies of all policies relating to the
obligatory insurances which they are to effect or renew and of a letter or
letters of undertaking in a form required by the Security Trustee and including
undertakings by the approved brokers that:


(a)              
 they will have
endorsed on each policy, immediately upon issue, a loss payable clause and a
notice of assignment complying with the provisions of Clause 13.4;  


(b)             
 they will hold
such policies, and the benefit of such insurances, to the order of the Security
Trustee in accordance with the said loss payable clause;  


(c)              
 they will advise
the Security Trustee immediately of any material change to the terms of the
obligatory insurances;  


(d)             
 they will notify
the Security Trustee, not less than 14 days before the expiry of the obligatory
insurances, in the event of their not having received notice of renewal
instructions from that Borrower or its agents and, in the event of their
receiving instructions to renew, they will promptly notify the Security Trustee
of the terms of the instructions; and


(e)              
 they will not
set off against any sum recoverable in respect of a claim relating to the Ship
owned by that Borrower under such obligatory insurances any premiums or other
amounts due to them or any other person whether in respect of that Ship or
otherwise, they waive any lien on the policies, or any sums received under
them, which they might have in respect of such premiums or other amounts, and
they will not cancel such obligatory insurances by reason of non-payment of
such premiums or other amounts, and will arrange for a separate policy to be
issued in respect of that Ship forthwith upon being so requested by the
Security Trustee.






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13.7         
 Copies of
certificates of entry


Each Borrower shall ensure that any protection and indemnity
and/or war risks associations in which the Ship owned by it is entered provides
the Security Trustee with:


(a)              
 a certified copy
of the certificate of entry for that Ship owned by it;


(b)             
 a letter or
letters of undertaking in such form as may be required by the Security Trustee;
and


(c)              
 a certified copy
of each certificate of financial responsibility for pollution by oil or other
Environmentally Sensitive Material issued by the relevant certifying authority
in relation to that Ship.


13.8         
 Deposit of
original policies


Each Borrower shall ensure that all policies relating to
obligatory insurances effected by it are deposited with the approved brokers
through which the insurances are effected or renewed.


13.9         
 Payment of
premiums


Each Borrower shall punctually pay all premiums or other sums
payable in respect of the obligatory insurances effected by it and produce all
relevant receipts when so required by the Security Trustee.


13.10     
 Guarantees


Each Borrower shall ensure that any guarantees required by a
protection and indemnity or war risks association are promptly issued and
remain in full force and effect.


13.11     
 Restrictions on
employment


No Borrower shall employ its Ship, nor shall permit it to be
employed, outside the cover provided by any obligatory insurances.


13.12     
 Compliance with
terms of insurances


No Borrower shall do nor omit to do (nor permit to be done or not
to be done) any act or thing which would or might render any obligatory
insurance invalid, void, voidable or unenforceable or render any sum payable
under an obligatory insurance repayable in whole or in part; and, in
particular:


(a)              
 each Borrower
shall take all necessary action and comply with all requirements which may from
time to time be applicable to the obligatory insurances, and (without limiting
the obligation contained in Clause 13.6(c)) ensure that the obligatory insurances are not
made subject to any exclusions or qualifications to which the Security Trustee
has not given its prior approval;


(b)             
 no Borrower
shall make any changes relating to the classification or classification society
or manager or operator of the Ship owned by it approved by the underwriters of
the obligatory insurances;






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(c)              
 each Borrower
shall make (and promptly supply copies to the Agent of) all quarterly or other
voyage declarations which may be required by the protection and indemnity risks
association in which the Ship owned by it is entered to maintain cover for
trading to the United States of America and Exclusive Economic Zone (as defined
in the United States Oil Pollution Act 1990 or any other applicable
legislation); and


(d)             
 no Borrower
shall employ the Ship owned by it, nor allow it to be employed, otherwise than
in conformity with the terms and conditions of the obligatory insurances,
without first obtaining the consent of the insurers and complying with any
requirements (as to extra premium or otherwise) which the insurers specify.


13.13     
 Alteration to
terms of insurances


(a)              
 No Borrower
shall make nor agree to any alteration to the terms of any obligatory insurance
nor waive any right relating to any obligatory insurance.  


(b)             
 Without limiting
the generality of the foregoing, no Borrower shall either make or agree to any
alteration to the terms of any war risks and allied perils coverage (including
piracy coverage) whereby trading to conditional (excluded) areas not declared
on the annual policy would be altered without the consent of the Agent.


13.14     
 Settlement of
claims


No Borrower shall settle, compromise or abandon any claim under
any obligatory insurance for Total Loss or for a Major Casualty, and shall do
all things necessary and provide all documents, evidence and information to
enable the Security Trustee to collect or recover any moneys which at any time
become payable in respect of the obligatory insurances.


13.15     
 Provision of
copies of communications


Each Borrower shall provide the Security Trustee, at the time of
each such communication, copies of all written communications between a
Borrower and:


(a)              
 the approved
brokers;  


(b)             
 the approved
protection and indemnity and/or war risks associations; and


(c)              
 the approved
insurance companies and/or underwriters, which relate directly or indirectly
to:


(i)                
 that Borrower's
obligations relating to the obligatory insurances including, without
limitation, all requisite declarations and payments of additional premiums or
calls; and  


(ii)              
 any credit
arrangements made between that Borrower and any of the persons referred to in
paragraphs (a) or (b) relating wholly or partly to the effecting or
maintenance of the obligatory insurances.






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13.16       Provision of information


In addition, each Borrower shall promptly provide the Security
Trustee (or any persons which it may designate) with any information which the
Security Trustee (or any such designated person) requests for the purpose of:


(a)              
 obtaining or
preparing any report from an independent marine insurance broker as to the
adequacy of the obligatory insurances effected or proposed to be effected;
and/or


(b)             
 effecting,
maintaining or renewing any such insurances as are referred to in Clause 13.17 below or dealing with or considering any
matters relating to any such insurances,


and the Borrowers shall, forthwith upon demand, indemnify the
Security Trustee in respect of all fees and other expenses incurred by or for
the account of the Security Trustee in connection with any such report as is
referred to in paragraph (a).


13.17     
 Mortgagee's
interest insurances


The Security Trustee shall be entitled from time to time to
effect, maintain and renew a mortgagee's interest marine insurance policy in
such amounts, on such terms, through such insurers and generally in such manner
as the Security Trustee may from time to time consider appropriate and each
Borrower shall upon demand fully indemnify the Creditor Parties in respect of
all premiums and other expenses which are incurred in connection with or with a
view to effecting, maintaining or renewing any such insurance or dealing with,
or considering, any matter arising out of any such insurance. 


13.18     
 Review of
insurance requirements


The Agent shall be entitled to review the requirements of this
Clause 13 from time to time in order to take account of
any changes in circumstances after the date of this Agreement which the Agent
reasonably considers significant and capable of affecting the Borrowers, the
Ships and their Insurances (including, without limitation, changes in the availability
or the cost of insurance coverage or the risks to which each Borrower may be
subject), and may appoint insurance consultants in relation to this review at
the cost of that Borrower.


13.19     
 Modification of
insurance requirements


The Agent shall notify the Borrowers of any proposed modification
under Clause 13.18 to the requirements of this Clause 13 which the Agent reasonably considers
appropriate in the circumstances, and such modification shall take effect on
and from the date it is notified in writing to the relevant Borrower as an
amendment to this Clause 13 and shall bind that Borrower accordingly.


13.20     
 Compliance with
mortgagee's instructions


The Agent shall be entitled (without prejudice to or limitation of
any other rights which it may have or acquire under any Finance Document) to
require a Ship to remain at any safe port or to proceed to and remain at any
safe port designated by the Agent until the Borrower owning that Ship 



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implements any amendments to the terms of the obligatory
insurances and any operational changes required as a result of a notice served
under Clause 13.19.


14              
 Ship Covenants  


14.1         
 General


Each Borrower also undertakes with each Creditor Party to comply
with the following provisions of this Clause 14 at all times during the Security Period except
as the Agent, with the authorisation of the Majority Lenders, may otherwise
permit (and in the case of Clauses 14.2 and 14.13(e), such permission not to be unreasonably
withheld).


14.2         
 Ship's name and
registration


Each Borrower shall keep the Ship owned by it registered in its
name under an Approved Flag; shall not do, omit to do or allow to be done
anything as a result of which such registration might be cancelled or
imperilled; and shall not change the name or port of registry of the Ship owned
by it.


14.3         
 Repair and
classification


Each Borrower shall keep the Ship owned by it in a good and safe
condition and state of repair:


(a)              
 consistent with
first class ship ownership and management practice;


(b)             
 so as to
maintain the highest class free of overdue recommendations and conditions with
a classification society which is a member of IACS acceptable to the Agent; and


(c)              
 so as to comply
with all laws and regulations applicable to vessels registered at ports in the
applicable Approved Flag State or to vessels trading to any jurisdiction to
which that Ship may trade from time to time, including but not limited to the
ISM Code and the ISPS Code.


14.4         
 Classification
society undertaking


Each Borrower shall instruct the classification society referred
to in Clause 14.3:


(a)              
 to send to the
Security Trustee, following receipt of a written request from the Security
Trustee, certified true copies of all original class records held by the
classification society in relation to its Ship;


(b)             
 to allow the
Security Trustee (or its agents), at any time and from time to time, to inspect
the original class and related records of its Ship at the offices of the
classification society and to take copies of them;


(c)              
 to notify the
Security Trustee immediately in writing if the classification society:


(i)                
 receives
notification from that Borrower or any other person that its Ship's
classification society is to be changed; or






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(ii)              
 becomes aware of
any facts or matters which may result in or have resulted in a change,
suspension, discontinuance, withdrawal or expiry of that Ship's class under the
rules or terms and conditions of that Borrower's or its Ship's membership of
the classification society; and


(d)             
 following
receipt of a written request from the Security Trustee:


(i)                
 to confirm that
a Borrower is not in default of any of its contractual obligations or
liabilities to the classification society and, without limiting the foregoing,
that it has paid in full all fees or other charges due and payable to the
classification society; or


(ii)              
 if a Borrower is
in default of any of its contractual obligations or liabilities to the
classification society, to specify to the Security Trustee in reasonable detail
the facts and circumstances of such default, the consequences of such default,
and any remedy period agreed or allowed by the classification society.


14.5         
 Modification


No Borrower shall make any modification or repairs to, or
replacement of, any Ship or equipment installed on it which would or might
materially alter the structure, type or performance characteristics of that
Ship or materially reduce its value.


14.6         
 Removal of parts


No Borrower shall remove any material part of any Ship, or any
item of equipment installed on, any Ship unless the part or item so removed is
forthwith replaced by a suitable part or item which is in the same condition as
or better condition than the part or item removed, is free from any Security
Interest or any right in favour of any person other than the Security Trustee
and becomes on installation on the relevant Ship the property of the relevant
Borrower and subject to the security constituted by the relevant Mortgage Provided
that a Borrower may install equipment owned by a third party if the
equipment can be removed without any risk of damage to the Ship owned by it.


14.7         
 Surveys


Each Borrower shall submit the Ship owned by it regularly to all
periodical or other surveys which may be required for classification purposes
and, if so required by the Security Trustee provide the Security Trustee, with
copies of all survey reports.


14.8         
 Inspection


Each Borrower shall permit the Security Trustee (by surveyors or
other persons appointed by it for that purpose) to board the Ship owned by it
at all reasonable times to inspect its condition or to satisfy themselves about
proposed or executed repairs and shall afford all proper facilities for such
inspections.






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14.9         
 Prevention of
and release from arrest


Each Borrower shall promptly discharge:


(a)              
 all liabilities
which give or may give rise to maritime or possessory liens on or claims
enforceable against the Ship owned by it, the Earnings or the Insurances;


(b)             
 all taxes, dues
and other amounts charged in respect of the Ship owned by it, the Earnings or
the Insurances; and


(c)              
 all other
outgoings whatsoever in respect of the Ship owned by it, the Earnings or the
Insurances,


and, forthwith upon receiving notice of the arrest of the Ship
owned by it, or of its detention in exercise or purported exercise of any lien
or claim, that Borrower shall procure its release by providing bail or
otherwise as the circumstances may require.


14.10     
 Compliance with
laws etc.


Each Borrower shall:


(a)              
 comply, or
procure compliance with the ISM Code, the ISPS Code, all Environmental Laws,
Sanctions Laws and all other laws or regulations relating to the Ship owned by
it, its ownership, operation and management or to the business of that
Borrower;


(b)             
 not employ the
Ship owned by it nor allow its employment in any manner contrary to any law or
regulation in any relevant jurisdiction including but not limited to the ISM
Code, the ISPS Code and Sanctions Laws; and


(c)              
 in the event of
hostilities in any part of the world (whether war is declared or not), not
cause or permit the Ship owned by it to enter or trade to any zone which is
declared a war zone by any government or by the Ship's war risks insurers
unless the prior written consent of the Security Trustee has been given and
that Borrower has (at its expense) effected any special, additional or modified
insurance cover which the Security Trustee may require.


14.11     
 Provision of
information


Each Borrower shall promptly provide the Security Trustee with any
information which it requests regarding:


(a)              
 the Ship owned
by it, its employment, position and engagements;


(b)             
 the Earnings and
payments and amounts due to the master and crew of the Ship owned by it;  


(c)              
 any expenses
incurred, or likely to be incurred, in connection with the operation,
maintenance or repair of the Ship owned by it and any payments made in respect
of that Ship;


(d)             
 any towages and
salvages; and






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(e)              
 its compliance,
the Approved Manager's compliance and the compliance of the Ship owned by it
with the ISM Code, the ISPS Code and Sanctions Laws,


and, upon the Security Trustee's request, provide copies of any
current charter relating to the Ship owned by it , of any current charter
guarantee and copies of the Borrower's or the Approved Manager's  Document of
Compliance.


14.12     
 Notification of
certain events


Each Borrower shall immediately notify the Security Trustee by
fax, confirmed forthwith, by letter of:


(a)              
 any casualty
which is or is likely to be or to become a Major Casualty;


(b)             
 any occurrence
as a result of which the Ship owned by it has become or is, by the passing of
time or otherwise, likely to become a Total Loss;


(c)              
 any requirement
or recommendation made by any insurer or classification society or by any
competent authority which is not immediately complied with;


(d)             
 any arrest or
detention of the Ship owned by it, any exercise or purported exercise of any
lien on that Ship or its Earnings or any requisition of that Ship for hire;


(e)              
 any intended dry
docking of the Ship owned by it;


(f)               
 any
Environmental Claim made against that Borrower or in connection with the Ship
owned by it, or any Environmental Incident;


(g)              
 any claim for
breach of the ISM Code or the ISPS Code being made against the Borrower, the
Approved Manager or otherwise in connection with the Ship owned by it; or


(h)             
 any other
matter, event or incident, actual or threatened, the effect of which will or
could lead to the ISM Code or the ISPS Code not being complied with,


and that Borrower shall keep the Security Trustee advised in
writing on a regular basis and in such detail as the Security Trustee shall
require of that Borrower's, the Approved Manager's or any other person's
response to any of those events or matters.


14.13     
 Restrictions on
chartering, appointment of managers etc.


No Borrower shall, in relation to the Ship owned by it:


(a)              
 let that Ship on
demise charter for any period;


(b)             
 other than the Initial
Charter, enter into any time or consecutive voyage charter in respect of that
Ship for a term which exceeds, or which by virtue of any optional extensions
may exceed, 18 months;






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(c)              
 enter into any
charter in relation to that Ship under which more than 2 months' hire (or the
equivalent) is payable in advance;


(d)             
 charter that
Ship otherwise than on bona fide arm's length terms at the time when that Ship
is fixed;


(e)              
 appoint a
manager of that Ship other than the Approved Manager or agree to any alteration
to the terms of the Approved Manager's appointment;


(f)               
 de activate or
lay-up that Ship; or


(g)              
 put that Ship
into the possession of any person for the purpose of work being done upon it in
an amount exceeding or likely to exceed 1,000,000 (or the equivalent in any
other currency) unless that person has first given to the Security Trustee and
in terms satisfactory to it a written undertaking not to exercise any lien on
that Ship or its Earnings for the cost of such work or for any other reason.


14.14     
 Notice of
Mortgage


Each Borrower shall keep the relevant Mortgage registered against
the Ship owned by it as a valid first priority or preferred mortgage, carry on
board that Ship a certified copy of the relevant Mortgage and place and
maintain in a conspicuous place in the navigation room and the Master's cabin
of that Ship a framed printed notice stating that that Ship is mortgaged by
that Borrower to the Security Trustee.


14.15     
 Sharing of
Earnings


No Borrower shall:


(a)              
 enter into any
agreement or arrangement for the sharing of any Earnings;  


(b)             
 enter into any
agreement or arrangement for the postponement of any date on which any Earnings
are due; and


(c)              
 the reduction of
the amount of any Earnings or otherwise for the release or adverse alteration
of any right of a Borrower to any Earnings.  


14.16     
 ISPS Code


Each Borrower shall comply with the ISPS Code and in particular,
without limitation, shall:


(a)              
 procure that the
Ship owned by that Borrower and the company responsible for that Ship's
compliance with the ISPS Code comply with the ISPS Code;  


(b)             
 maintain for
that Ship an ISSC; and


(c)              
 notify the Agent
immediately in writing of any actual or threatened withdrawal, suspension,
cancellation or modification of the ISSC.






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14.17       Charterparty Assignment


If a Borrower enters into any Charter (subject to obtaining the
consent of the Agent in accordance with Clause 14.13(b)), that Borrower shall at the request of the
Agent execute in favour of the Security Trustee (and register, if applicable) a
Charterparty Assignment and shall:


(a)              
 serve notices of
the Charterparty Assignment on the Charterer and procure that the Charterer
acknowledges such notice in such form as the Agent may approve or require; and  


(b)             
 deliver to the
Agent such other documents equivalent to those referred to at paragraphs 3, 4
and 5 of Schedule 3, Part A as the Agent may require.


14.18       Poseidon Principles


Each Borrower shall, upon the request by a Lender and at the cost
of the Borrowers, on or before 31st July in each calendar year, supply or
procure the supply by the relevant classification society to the Agent of all information
necessary in order for such Lender to comply with its obligations under the
Poseidon Principles in respect of the preceding year, including, without
limitation, all ship fuel oil consumption data required to be collected and
reported in accordance with Regulation 22A of Annex VI and any Statement of
Compliance, in each case relating to the Ship owned by it for the preceding
calendar year provided always that, for the avoidance of doubt, such information
shall be confidential information but the Borrower acknowledges that, in
accordance with the Poseidon Principles, such information will form part of the
information published regarding the relevant Lender's portfolio climate
alignment and that a Lender may disclose such information: (i) either to any
classification society or other entity which a Lender has engaged to make the calculations necessary to enable
that Lender to comply with its reporting obligations under the Poseidon
Principles (such
calculations to be made at the cost of the relevant Lender) or (ii) as otherwise permitted under
the terms of this Agreement.


14.19     
 Inventory of
Hazardous Material


Each Borrower shall procure that, on the date falling 18 months
after the date of this Agreement, its Ship has obtained an Inventory of
Hazardous Material, which shall be maintained until the end of the Security
Period. 


14.20     
 Sustainable and
socially responsible dismantling of ships


Each Borrower shall (and shall procure that
each other member of the Group shall) procure that for the duration of the
Security Period:


(a)              
 the Ship owned
by it or any other Fleet Vessel shall be recycled at a recycling yard which
conducts its recycling business in a socially and environmentally responsible
manner, in accordance with the provisions of the Hong Kong Convention (in the
event that the Approved Flag State is not an EEA Member Country) or the EU Ship
Recycling Regulation (in the event that the Approved Flag State is an EEA
Member Country); or


(b)             
 where the Ship
owned by it or any other Fleet Vessel is sold to an intermediary (whether or
not with the intention of being recycled), it shall provide the intermediary
with any ship-relevant 



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information in its possession
which it considers necessary for the development of a ship recycling plan in
accordance with the EU Ship Recycling Regulation.


14.21     
 Sanctions
Provisions


(a)              
 Each Borrower
shall, and shall procure that the Ship owned by it and each Security Party
shall, and, in respect of any charterer, shall use all reasonable endeavours to
procure that the Initial Charterer and any other charterer in respect of its
Ship shall, comply in all respects with all laws to which it may be subject,
including, without limitation, all national and international laws, directives,
regulations, decrees, rulings and such analogous rules, including, but not
limited to, rules relating to Sanctions Laws.


(b)             
 Each Borrower
undertakes to make the Initial Charterer and all other charterers and operators
of the Ship owned by it aware of the requirements of this Clause and of Clause 10.19 and shall procure that they act in accordance
with these requirements.


14.22     
 Change of
Approved Manager


Each Borrower may, at its sole
discretion, at any time during the Security Period, change the Approved Manager
of its Ship from Diana Shipping Services SA to Diana Wilhelmsen Management
Limited, provided that the Borrowers shall give the Agent 5 Business'
Days prior written notice and shall provide the Agent no later than the date of
the change with:


(a)              
 documents of the
kind specified in paragraphs 2, 3, 5, and 11 of Part A of Schedule 3 in respect of Diana Wilhelmsen Management
Limited;


(b)             
 the documents
referred to in paragraph 3 of Part B of Schedule 3; and


(c)              
 any other
documents that the Agent may reasonably require.


15              
 Security Cover  


15.1         
 Minimum required
security cover


Clause 15.2 applies if, at any relevant time during the
Security Period, the Agent notifies the Borrowers that:


(a)              
 the aggregate of
the Market Value of the Ships; plus


(b)             
 the net
realisable value of any additional security previously provided under this
Clause 15,


is below 125 per cent of the Loan.


15.2         
 Provision of
additional security; prepayment


If the Agent serves a notice on the Borrowers under Clause 15.1, the Borrowers shall prepay such part at least
of the Loan as will eliminate the shortfall on or before the date falling 1
month after the date on which the Agent's notice is served under Clause 15.1 (the "Prepayment Date")
unless at least 1 Business Day before the Prepayment Date the Borrowers have
provided additional 



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security which, in the opinion of
the Majority Lenders, has a net realisable value at least equal to the
shortfall and is documented in such terms as the Agent may, with the
authorisation of the Majority Lenders, approve or require. 


15.3         
 Valuation of
Ships


The Market Value of a Ship (or any
other Fleet Vessel) at any date during the Security Period is that shown by a
valuation to be prepared:


(a)              
 as at a date not
more than 14 days previously;


(b)              
 an Approved
Broker (selected by the Borrowers and appointed by the Agent);


(c)               
 with or without
physical inspection of the Ship (as the Agent may require);


(d)              
 on the basis of
a sale for prompt delivery for cash on normal arm's length commercial terms as
between a willing seller and a willing buyer, free of any existing charter or
other contract of employment; and


(e)              
 after deducting
the estimated amount of the usual and reasonable expenses which would be
incurred in connection with the sale,


Provided that if the Agent reasonably determines
that the Market Value of the Ship shown by a valuation prepared in accordance
with this Clause 15.3 does not accurately reflect the value of that
Ship, it shall have the right to appoint (at the Borrowers' expense) a second
Approved Broker to provide a valuation of that Ship addressed to the Agent and
prepared in accordance with the terms of this Agreement and the Market Value of
that Ship shall be the arithmetic average of the two valuations.


15.4         
 Value of
additional security


The net realisable value of any additional security which is
provided under Clause 15.2 shall be determined as follows:


(a)              
 if it consists
of a Security Interest over a vessel shall be that shown by a valuation
complying with the requirements of Clause 15.3; and


(b)             
 if it consists
of cash, the US Dollar amount thereof.


15.5         
 Valuations
binding


Any valuation under Clauses 15.2, 15.3 or 15.4 shall be binding and conclusive as regards the
Borrowers, as shall be any valuation which the Majority Lenders make of any
additional security which does not consist of or include a Security Interest.


15.6         
 Provision of
information


The Borrowers shall promptly provide the Agent and the Approved
Broker acting under Clauses 15.3 or 15.4 with any information which the Agent or the
Approved Broker may request for the 



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purposes of the
valuation; and, if the Borrowers fail to provide the information by the date
specified in the request, the valuation may be made on any basis and
assumptions which the Approved Broker or the Majority Lenders (or the expert
appointed by them) consider prudent.


15.7         
 Payment of
valuation expenses


Without prejudice to the generality of the Borrowers' obligations
under Clauses 20.3, 20.4 and 21.3, the Borrowers shall, on demand, pay the Agent
the amount of the fees and expenses of the Approved Broker instructed by the
Agent under this Clause and all legal and other expenses incurred by any
Creditor Party in connection with any matter arising out of this Clause (provided
that no more than one valuation per Ship subject to a Mortgage per year and, if
required by the Agent pursuant to Clause 15.3, one additional valuation per such Ship per
year shall be payable by the Borrowers, save for if an Event of Default has
occurred which is continuing in which case the Borrowers shall be liable to pay
for all valuations that take place during the period such Event of Default is
continuing) and all legal and other expenses incurred by any Creditor Party in
connection with any matter arising out of this Clause.


15.8         
 Application of
prepayment


Clause 8.11 shall apply in relation to any prepayment
pursuant to Clause 15.1.


16              
 Payments and
Calculations  


16.1         
 Currency and
method of payments


All payments to be made by the Lenders or by any Borrower under a Finance
Document shall be made to the Agent or to the Security Trustee, in the case of
an amount payable to it:


(a)              
 by not later
than 11.00 a.m. (New York City time) on the due date;


(b)             
 in same day
Dollar funds settled through the New York Clearing House Interbank Payments
System (or in such other Dollar funds and/or settled in such other manner as
the Agent shall specify as being customary at the time for the settlement of
international transactions of the type contemplated by this Agreement);  


(c)              
 in the case of
an amount payable by a Lender to the Agent or by a Borrower to the Agent or any
Lender, to such account as the Agent may from time to time notify to the
Borrowers and the other Creditor Parties; and  


(d)             
 in the case of
an amount payable to the Security Trustee, to such account as it may from time
to time notify to the Borrowers and the other Creditor Parties.


16.2         
 Payment on
non-Business Day


If any payment by any Borrower under a Finance Document would
otherwise fall due on a day which is not a Business Day:


(a)              
 the due date
shall be extended to the next succeeding Business Day; or






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(b)             
 if the next
succeeding Business Day falls in the next calendar month, the due date shall be
brought forward to the immediately preceding Business Day,


and interest shall be payable during any extension under paragraph
(a) at the rate payable on the original due date.


16.3         
 Basis for
calculation of periodic payments


All interest and commitment fee and any other payments under any
Finance Document which are of an annual or periodic nature shall accrue from
day to day and shall be calculated on the basis of the actual number of days
elapsed and a 360 day year.


16.4         
 Distribution of
payments to Creditor Parties


Subject to Clauses 16.5, 16.6 and 16.7:


(a)              
 any amount
received by the Agent under a Finance Document for distribution or remittance
to a Lender, the Swap Bank or the Security Trustee shall be made available by
the Agent to that Lender, the Swap Bank or, as the case may be, the Security
Trustee by payment, with funds having the same value as the funds received, to
such account as the Lender, the Swap Bank or the Security Trustee may have
notified to the Agent not less than 5 Business Days previously; and


(b)             
 amounts to be
applied in satisfying amounts of a particular category which are due to the
Lenders and/or the Swap Bank generally shall be distributed by the Agent to
each Lender and the Swap Bank pro rata to the amount in that category which is
due to it.


16.5         
 Permitted
deductions by Agent


Notwithstanding any other provision of this Agreement or any other
Finance Document, the Agent may, before making an amount available to a Lender
or the Swap Bank, deduct and withhold from that amount any sum which is then
due and payable to the Agent from that Lender or the Swap Bank under any
Finance Document or any sum which the Agent is then entitled under any Finance
Document to require that Lender or the Swap Bank to pay on demand.


16.6         
 Agent only
obliged to pay when monies received


Notwithstanding any other provision of this Agreement or any other
Finance Document, the Agent shall not be obliged to make available to any
Borrower or any Lender or the Swap Bank any sum which the Agent is expecting to
receive for remittance or distribution to that Borrower or that Lender or the
Swap Bank until the Agent has satisfied itself that it has received that sum.


16.7         
 Refund to Agent
of monies not received


If and to the extent that the Agent makes available a sum to a
Borrower or a Lender or the Swap Bank, without first having received that sum,
that Borrower or (as the case may be) the Lender or the Swap Bank concerned
shall, on demand:


(a)              
 refund the sum
in full to the Agent; and  






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(b)             
 pay to the Agent
the amount (as certified by the Agent) which will indemnify the Agent against
any funding or other loss, liability or expense incurred by the Agent as a
result of making the sum available before receiving it.  


16.8         
 Agent may assume
receipt


Clause 16.7 shall not affect any claim which the Agent has
under the law of restitution, and applies irrespective of whether the Agent had
any form of notice that it had not received the sum which it made available.


16.9         
 Creditor Party
accounts


Each Creditor Party shall maintain accounts showing the amounts
owing to it by the Borrowers and each Security Party under the Finance
Documents and all payments in respect of those amounts made by the Borrowers
and any Security Party.


16.10     
 Agent's
memorandum account


The Agent shall maintain a memorandum account showing the amounts
advanced by the Lenders and all other sums owing to the Agent, the Security
Trustee and each Lender from the Borrowers and each Security Party under the
Finance Documents and all payments in respect of those amounts made by the
Borrowers and any Security Party.


16.11     
 Accounts prima
facie evidence


If any accounts maintained under Clauses 16.9 and 16.10 show an amount to be owing by a Borrower or a
Security Party to a Creditor Party, those accounts shall be prima facie
evidence that that amount is owing to that Creditor Party.


17              
 Application of
Receipts  


17.1         
 Normal order of
application


Except as any Finance Document may otherwise provide, any sums
which are received or recovered by any Creditor Party under or by virtue of any
Finance Document shall be applied:


(a)              
 FIRST: in or
towards satisfaction of any amounts then due and payable under the Finance
Documents in the following order and proportions:


(i)                
 first, in or
towards satisfaction pro rata of all amounts then due and payable to the
Creditor Parties under the Finance Documents other than those amounts referred
to at paragraphs (ii) and (iii) (including, but without limitation, all
amounts payable by any Borrower under Clauses 20, 21 and 22 of this Agreement or by any Borrower or any
Security Party under any corresponding or similar provision in any other
Finance Document);


(ii)              
 secondly, in or
towards satisfaction pro rata of any and all amounts of interest or default
interest payable to the Creditor Parties under the Finance Documents (and, for
this purpose, the expression "interest" shall include any net
amount which a Borrower shall have become liable to pay or deliver under
section 2(e) (Obligations) of the Master 



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Agreement but shall have failed to
pay or deliver to the Swap Bank at the time of application or distribution
under this Clause 17); and


(iii)             
 thirdly, in or
towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of
the latter, calculated as at the actual Early Termination Date applying to each
particular Designated Transaction, or if no such Early Termination Date shall
have occurred, calculated as if an Early Termination Date occurred on the date
of application or distribution hereunder);


(b)             
 SECONDLY: in
retention of an amount equal to any amount not then due and payable under any
Finance Document but which the Agent, by notice to the Borrowers, the Security
Parties and the other Creditor Parties, states in its opinion will either or
may become due and payable in the future and, upon those amounts becoming due
and payable, in or towards satisfaction of them in accordance with the
provisions of Clause 17.1(a); and


(c)              
 THIRDLY: any
surplus shall be paid to the Borrowers or to any other person appearing to be
entitled to it.


17.2         
 Variation of
order of application


The Agent may, with the authorisation of the Majority Lenders and
the Swap Bank, by notice to the Borrowers, the Security Parties and the other
Creditor Parties provide for a different manner of application from that set
out in Clause 17.1 either as regards a specified sum or sums or
as regards sums in a specified category or categories.


17.3         
 Notice of variation
of order of application


The Agent may give notices under Clause 17.2 from time to time; and such a notice may be
stated to apply not only to sums which may be received or recovered in the
future, but also to any sum which has been received or recovered on or after
the third Business Day before the date on which the notice is served. 


17.4         
 Appropriation
rights overridden


This Clause 17 and any notice which the Agent gives under
Clause 17.2 shall override any right of appropriation
possessed, and any appropriation made, by any Borrower or any Security Party.


18              
 Application of
Earnings


18.1         
 Payment of
Earnings  


Each Borrower undertakes with each Creditor Party to ensure that,
throughout the Security Period (and subject only to the provisions of the
General Assignments) all Earnings of the Ship owned by it (including but not
limited to any sale and/or insurance proceeds) are paid to the Earnings Account
for that Ship.


18.2         
 Location of
accounts


Each Borrower shall promptly:






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(a)              
 comply with any
requirement of the Agent as to the location or re location of its Earnings
Account; and


(b)             
 execute any
documents which the Agent specifies to create or maintain in favour of the
Security Trustee a Security Interest over (and/or rights of set-off,
consolidation or other rights in relation to) its Earnings Account.


18.3         
 Debits for
expenses etc.


The Agent shall be entitled (but not obliged) from time to time to
debit any Earnings Account without prior notice in order to discharge any
amount due and payable under Clause 20 or 21 to a Creditor Party or payment of which any
Creditor Party has become entitled to demand under Clause 20 or 21.


18.4         
 Borrowers'
obligations unaffected


The provisions of this Clause 18 do not affect:


(a)              
 the liability of
the Borrowers to make payments of principal and interest on the due dates; or


(b)             
 any other
liability or obligation of the Borrowers or any Security Party under any
Finance Document.  


18.5         
 Earnings
Accounts balances


Subject to the other terms of this Agreement (including, without
limitation, the terms of this Clause 18), the monies on the Earnings Account shall be
freely available to the Borrowers to be used in accordance with and in
compliance with the terms and conditions of this Agreement subject to no Event
of Default having occurred which is continuing and the Agent having given
notice to the Borrowers that such monies shall not be freely available as a
result of such Event of Default.


19              
 Events of Default  


19.1         
 Events of
Default


An Event of Default occurs if:


(a)              
 any Borrower or
any Security Party fails to pay when due or (if so payable) on demand any sum
payable under a Finance Document or under any document relating to a Finance Document;
or


(b)             
 any breach
occurs of Clauses 9.2, 10.18, 10.19, 11.2, 11.3, 11.9, 11.18, 11.19, 11.21,
11.22, 11.23, 12.2, 12.3, 13.2, 13.3, 15.1, 15.2 and 12.4 of the Corporate Guarantee; or


(c)              
 any breach by
any Borrower or any Security Party occurs of any provision of a Finance
Document (other than a breach covered by paragraphs (a) or (b)) which, in the opinion of the Majority
Lenders, is capable of remedy, and such default continues un-remedied 10 days
after written notice from the Agent requesting action to remedy the same; or






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(d)             
 (subject to any
applicable grace period specified in the Finance Document) any breach by any
Borrower or any Security Party occurs of any provision of a Finance Document
(other than a breach falling within paragraphs (a), (b) or (c)); or


(e)              
 any representation,
warranty or statement made or repeated by, or by an officer of, the Borrower or
a Security Party in a Finance Document or in a Drawdown Notice or any other
notice or document relating to a Finance Document is materially untrue or
misleading when it is made or repeated; or


(f)               
 any of the
following occurs in relation to any Financial Indebtedness of a Relevant Person
(in the case of all Relevant Persons (taken as a whole) exceeding in aggregate
$10,000,000 (or the equivalent in any other currency) at any relevant time Provided
that in the case of each Borrower, individually, any Financial Indebtedness
exceeding $500,000 (or the equivalent in any other currency)):


(i)                
 any Financial
Indebtedness of a Relevant Person is not paid when due; or


(ii)              
 any Financial
Indebtedness of a Relevant Person becomes due and payable or capable of being
declared due and payable prior to its stated maturity date as a consequence of
any event of default; or


(iii)             
 a lease, hire
purchase agreement or charter creating any Financial Indebtedness of a Relevant
Person is terminated by the lessor or owner or becomes capable of being
terminated as a consequence of any termination event; or


(iv)             
 any overdraft,
loan, note issuance, acceptance credit, letter of credit, guarantee, foreign
exchange or other facility, or any swap or other derivative contract or
transaction, relating to any Financial Indebtedness of a Relevant Person ceases
to be available or becomes capable of being terminated as a result of any event
of default, or cash cover is required, or becomes capable of being required, in
respect of such a facility as a result of any event of default; or


(v)              
 any Security
Interest securing any Financial Indebtedness of a Relevant Person becomes
enforceable; or


(g)              
 any of the
following occurs in relation to a Relevant Person:


(i)                
 a Relevant
Person becomes, in the opinion of the Majority Lenders, unable to pay its debts
as they fall due; or


(ii)              
 any assets of a
Relevant Person are subject to any form of execution, attachment, arrest,
sequestration or distress in respect of a sum of, or sums exceeding, in aggregate,
in the case of all Relevant Persons (taken as a whole) $10,000,000 (or the
equivalent in any other currency) at any relevant time  Provided that in
the case of each Borrower, individually, any sum of, or sums exceeding, in
aggregate $500,000 (or the equivalent in any other currency);


(iii)             
 any
administrative or other receiver is appointed over any asset of a Relevant Person;
or






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(iv)             
 an administrator
is appointed (whether by the court or otherwise) in respect of a Relevant
Person; or


(v)              
 any formal
declaration of bankruptcy or any formal statement to the effect that a Relevant
Person is insolvent or likely to become insolvent is made by a Relevant Person
or by the directors of a Relevant Person or, in any proceedings, by a lawyer
acting for a Relevant Person; or  


(vi)             
 a provisional
liquidator is appointed in respect of a Relevant Person, a winding up order is
made in relation to a Relevant Person or a winding up resolution is passed by a
Relevant Person; or
 


(vii)           
 a resolution is
passed, an administration notice is given or filed, an application or petition
to a court is made or presented or any other step is taken by (aa) a Relevant
Person, (bb) the members or directors of a Relevant Person, (cc) a holder of
Security Interests which together relate to all or substantially all of the
assets of a Relevant Person, or (dd) a government minister or public or
regulatory authority of a Pertinent Jurisdiction for or with a view to the
winding up of that or another Relevant Person or the appointment of a
provisional liquidator or administrator in respect of that or another Relevant
Person, or that or another Relevant Person ceasing or suspending business
operations or payments to creditors, save that this paragraph does not apply to
a fully solvent winding up of a Relevant Person other than a Borrower or the
Corporate Guarantor which is, or is to be, effected for the purposes of an
amalgamation or reconstruction previously approved by the Majority Lenders and
effected not later than 3 months after the commencement of the winding up; or


(viii)         
 an
administration notice is given or filed, an application or petition to a court
is made or presented or any other step is taken by a creditor of a Relevant
Person (other than a holder of Security Interests which together relate to all
or substantially all of the assets of a Relevant Person) for the winding up of
a Relevant Person or the appointment of a provisional liquidator or
administrator in respect of a Relevant Person in any Pertinent Jurisdiction,
unless the proposed winding up, appointment of a provisional liquidator or
administration is being contested in good faith, on substantial grounds and not
with a view to some other insolvency law procedure being implemented instead
and either (aa) the application or petition is dismissed or withdrawn within 30
days of being made or presented, or (bb) within 30 days of the administration
notice being given or filed, or the other relevant steps being taken, other
action is taken which will ensure that there will be no administration and (in both
cases (aa) or (bb)) the Relevant Person will continue to carry on business in
the ordinary way and without being the subject of any actual, interim or
pending insolvency law procedure; or


(ix)             
 a Relevant
Person or its directors take any steps (whether by making or presenting an
application or petition to a court, or submitting or presenting a document
setting out a proposal or proposed terms, or otherwise) with a view to
obtaining, in relation to that or another Relevant Person, any form of
moratorium, suspension or deferral of payments, reorganisation of debt (or
certain debt) or arrangement with all or a substantial proportion (by number or
value) of creditors or of any class of them or any such moratorium, suspension
or deferral of payments, reorganisation or arrangement is effected by court 



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order,
by the filing of documents with a court, by means of a contract or in any other
way at all; or


(x)               
 any meeting of
the members or directors, or of any committee of the board or senior
management, of a Relevant Person is held or summoned for the purpose of
considering a resolution or proposal to authorise or take any action of a type
described in paragraphs (iv) to (ix) or a step preparatory to such action, or (with
or without such a meeting) the members, directors or such a committee resolve
or agree that such an action or step should be taken or should be taken if
certain conditions materialise or fail to materialise; or


(xi)             
 in a country
other than England, any event occurs, any proceedings are opened or commenced
or any step is taken which, in the opinion of the Majority Lenders is similar
to any of the foregoing; or


(h)             
 any Borrower
ceases or suspends carrying on its business or a part of its business which, in
the opinion of the Majority Lenders, is material in the context of this
Agreement; or


(i)                
 it becomes
unlawful in any Pertinent Jurisdiction or impossible:


(i)                
 for any Borrower,
the Corporate Guarantor or any Security Party to discharge any liability under
a Finance Document or to comply with any other obligation which the Majority
Lenders consider material under a Finance Document;


(ii)              
 for the Agent,
the Security Trustee, the Lenders or the Swap Bank to exercise or enforce any
right under, or to enforce any Security Interest created by, a Finance
Document; or


(j)                
 any official
consent necessary to enable any Borrower to own, operate or charter the Ship
owned by it or to enable any Borrower or any Security Party to comply with any
provision which the Majority Lenders consider material of a Finance Document is
not granted, expires without being renewed, is revoked or becomes liable to
revocation or any condition of such a consent is not fulfilled; or  


(k)              
 it appears to the
Majority Lenders that, without their prior consent, a change has occurred or
probably has occurred after the date of this Agreement in the ownership of any
of the shares in a Borrower or the Approved Manager; or


(l)                
 any provision
which the Majority Lenders consider material of a Finance Document proves to
have been or becomes invalid or unenforceable, or a Security Interest created
by a Finance Document proves to have been or becomes invalid or unenforceable
or such a Security Interest proves to have ranked after, or loses its priority
to, another Security Interest or any other third party claim or interest; or


(m)           
 the security
constituted by a Finance Document is in any way imperilled or in jeopardy; or


(n)             
 without the
prior consent of the Lenders, the shares of the Corporate Guarantor cease to be
listed on the New York Stock Exchange; or






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(o)             
 an Event of
Default (as defined in section 14 of the Master Agreement) occurs; or


(p)             
 the Master
Agreement is terminated, cancelled, suspended, rescinded or revoked or
otherwise ceases to remain in full force and effect for any reason except with
the consent of the Swap Bank; or


(q)             
 any other event
occurs or any other circumstances arise or develop including, without
limitation:


(i)                
 a change in the
financial position, state of affairs or prospects of any Relevant Person; or


(ii)              
 any accident or
other event involving any Ship or another vessel owned, chartered or operated
by a Relevant Person


in the light of which the Majority Lenders consider that there is
a significant risk that any  Borrower or Corporate Guarantor is, or will later
become, unable to discharge its liabilities under the Finance Documents as they
fall due.


19.2         
 Actions
following an Event of Default


On, or at any time after, the occurrence of an Event of Default:


(a)              
 the Agent may,
and if so instructed by the Majority Lenders, the Agent shall:


(i)                
 serve on the
Borrowers a notice stating that all or part of the Commitments and of the other
obligations of each Lender to the Borrowers under this Agreement are cancelled;
and/or


(ii)              
 serve on the
Borrowers a notice stating that all or part of the Loan together with accrued
interest and all other amounts accrued or owing under this Agreement are
immediately due and payable or are due and payable on demand; and/or


(iii)             
 take any other
action which, as a result of the Event of Default or any notice served under
paragraph (i) or (ii), the Agent and/or the Lenders are entitled to
take under any Finance Document or any applicable law; and/or


(b)             
 the Security
Trustee may, and if so instructed by the Agent, acting with the authorisation
of the Majority Lenders, the Security Trustee shall take any action which, as a
result of the Event of Default or any notice served under paragraph (a)(i) or (ii), the Security Trustee, the Agent and/or the
Lenders and/or the Swap Bank are entitled to take under any Finance Document or
any applicable law.


19.3         
 Termination of
Commitments


On the service of a notice under Clause 19.2(a)(i), the Commitments and all other obligations of
each Lender to the Borrowers under this Agreement shall be cancelled.






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19.4         
 Acceleration of
Loan


On the service of a notice under Clause 19.2(a)(ii), all or, as the case may be, the part of the
Loan specified in the notice together with accrued interest and all other
amounts accrued or owing from the Borrowers or any Security Party under this
Agreement and every other Finance Document shall become immediately due and
payable or, as the case may be, payable on demand.


19.5         
 Multiple
notices; action without notice


The Agent may serve notices under Clauses 19.2(a)(i) and (ii) simultaneously or on different dates and it
and/or the Security Trustee may take any action referred to in Clause 19.2 if no such notice is served or simultaneously
with or at any time after the service of both or either of such notices.


19.6         
 Notification of
Creditor Parties and Security Parties


The Agent shall send to each Lender, the Swap Bank, the Security
Trustee and each Security Party a copy or the text of any notice which the
Agent serves on the Borrowers under Clause 19.2; but the notice shall become effective when it
is served on the Borrowers, and no failure or delay by the Agent to send a copy
or the text of the notice to any other person shall invalidate the notice or
provide any Borrower or any Security Party with any form of claim or defence.


19.7         
 Creditor Party's
rights unimpaired


Nothing in this Clause shall be taken to impair or restrict the
exercise of any right given to individual Lenders or the Swap Bank under a
Finance Document or the general law; and, in particular, this Clause is without
prejudice to Clause 3.1. 


19.8         
 Exclusion of
Creditor Party liability


No Creditor Party, and no receiver or manager appointed by the
Security Trustee, shall have any liability to a Borrower or a Security Party:


(a)              
 for any loss
caused by an exercise of rights under, or enforcement of a Security Interest
created by, a Finance Document or by any failure or delay to exercise such a
right or to enforce such a Security Interest; or


(b)             
 as mortgagee in
possession or otherwise, for any income or principal amount which might have
been produced by or realised from any asset comprised in such a Security
Interest or for any reduction (however caused) in the value of such an asset,


except that this does not exempt a Creditor Party or a receiver or
manager from liability for losses shown to have been directly and mainly caused
by the dishonesty or the wilful misconduct of such Creditor Party's own
officers and employees or (as the case may be) such receiver's or manager's own
partners or employees and any other member of the Group.


19.9         
 Relevant Persons


In this Clause 19, a "Relevant Person" means a
Borrower, the Corporate Guarantor or a Security Party, and any company which is
a subsidiary of the Corporate Guarantor or a Security Party and 



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any other member of the Group but excluding any company
which is dormant and the value of whose gross assets is $50,000 or less.


19.10     
 Interpretation


In Clause 19.1(f), references to an event of default or a
termination event include any event, howsoever described, which is similar to
an event of default in a facility agreement or a termination event in a finance
lease; and in Clause 19.1(g), "petition" includes an
application.


19.11     
 Position of Swap
Bank


Neither the Agent nor the Security Trustee shall be obliged, in
connection with any action taken or proposed to be taken under or pursuant to
the foregoing provisions of this Clause 19, to have any regard to the requirements of the
Swap Bank except to the extent that the Swap Bank is also a Lender.


20              
 Fees and
Expenses  


20.1         
 Arrangement fee


The Borrowers shall pay to the Agent, on the date of this
Agreement, a non-refundable arrangement fee computed at the rate of 0.30 per cent. of
the Total Commitments for distribution among the Lenders pro rata to their
Commitments. 


20.2         
 Extension fee


(a)              
 The Borrowers
shall pay to the Agent, for the account of each Lender that accepts an
Extension Request in accordance with Clause 8.3(f), a non-refundable extension fee computed at
the rate of 0.15 per cent. of that Lender's Commitments.


(b)             
 Any extension
fee is payable on the date falling 5 Business Days after the relevant Cut-Off
Date (irrespective
of whether the Final
Maturity Date may have not yet been extended in accordance with Clause 8.3(f)).


20.3         
 Costs of
negotiation, preparation etc.


The Borrowers shall pay to the Agent on its demand the amount of
all expenses incurred by the Agent or the Security Trustee in connection with
the negotiation, preparation, execution or registration of any Finance Document
or any related document or with any transaction contemplated by a Finance
Document or a related document.


20.4         
 Costs of
variations, amendments, enforcement etc.


The Borrowers shall pay to the Agent, on the Agent's demand, for
the account of the Creditor Party concerned, the amount of all expenses
incurred by a Creditor Party in connection with: 


(a)              
 any amendment or
supplement to a Finance Document (required for the continuation of the
availability of the Loan or as contemplated under Clause 27.4), or any proposal for such an amendment to be
made;  










 





(b)             
 any consent or
waiver by the Lenders, the Swap Bank, the Majority Lenders or the Creditor
Party concerned under or in connection with a Finance Document, or any request
for such a consent or waiver;


(c)              
 the valuation of
any security provided or offered under Clause 15 or any other matter relating to such security;
or


(d)             
 where the
Security Trustee, in its absolute opinion, considers that there has been a
material change to the insurances in respect of a Ship, the review of the
insurances of that Ship pursuant to Clause 13.18; and


(e)              
 any step taken
by the Creditor party concerned or the Swap Bank with a view to the protection,
exercise or enforcement of any right or Security Interest created by a Finance
Document or for any similar purpose.


There shall be recoverable under paragraph (d) the full amount of all legal expenses, whether
or not such as would be allowed under rules of court or any taxation or other
procedure carried out under such rules.


20.5         
 Extraordinary
management time


The Borrowers shall pay to the Agent on its demand compensation in
respect of the reasonable and documented amount of time which the management of
either Servicing Bank has spent in connection with a matter covered by Clause 20.4 and which exceeds the amount of time which
would ordinarily be spent in the performance of the relevant Servicing Bank's
routine functions.  Any such compensation shall be based on such reasonable
daily or hourly rates as the Agent may notify to the Borrowers and is in
addition to any fee paid or payable to the relevant Servicing Bank.


20.6         
 Documentary
taxes


The Borrowers shall promptly pay any tax payable on or by
reference to any Finance Document, and shall, on the Agent's demand, fully
indemnify each Creditor Party against any claims, expenses, liabilities and
losses resulting from any failure or delay by the Borrowers to pay such a tax.


20.7         
 Financial
Services Authority fees


The Borrowers shall pay to the Agent, on the Agent's demand, for
the account of the Lender concerned the amounts which the Agent from time to
time notifies the Borrowers that a Lender has notified the Agent to be
necessary to compensate it for the cost attributable to its Contribution resulting
from the imposition from time to time under or pursuant to the Bank of England
Act 1998 and/or by the Bank of England and/or by the Financial Services
Authority (or other United Kingdom governmental authorities or agencies) of a
requirement to pay fees to the Financial Services Authority calculated by
reference to liabilities used to fund its Contribution.


20.8         
 Certification of
amounts


A notice which is signed by 2 officers of a Creditor Party, which
states that a specified amount, or aggregate amount, is due to that Creditor
Party under this Clause 20 and which indicates (without 



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necessarily specifying a detailed breakdown) the matters
in respect of which the amount, or aggregate amount, is due shall be prima
facie evidence that the amount, or aggregate amount, is due.


21              
 Indemnities  


21.1         
 Indemnities
regarding borrowing and repayment of Loan


The Borrowers shall fully indemnify the Agent and each Lender on
the Agent's demand and the Security Trustee on its demand in respect of all
claims, expenses, liabilities and losses which are made or brought against or
incurred by that Creditor Party, or which that Creditor Party reasonably and
with due diligence estimates that it will incur, as a result of or in
connection with:


(a)              
 the Loan not
being borrowed on the date specified in the Drawdown Notice for any reason
other than a default by the Lender claiming the indemnity;  


(b)             
 the receipt or
recovery of all or any part of the Loan or an overdue sum otherwise than on the
last day of an Interest Period or other relevant period;


(c)              
 any failure (for
whatever reason) by the Borrowers to make payment of any amount due under a
Finance Document on the due date or, if so payable, on demand (after giving
credit for any default interest paid by the Borrowers on the amount concerned
under Clause 7); and


(d)             
 the occurrence
of an Event of Default or a Potential Event of Default and/or the acceleration
of repayment of the Loan under Clause 19,


and in respect of any tax (other than tax on its overall net
income or a FATCA Deduction) for which a Creditor Party is liable in connection
with any amount paid or payable to that Creditor Party (whether for its own
account or otherwise) under any Finance Document.


21.2         
 Breakage costs


Without limiting its generality, Clause 21.1 covers any claim, expense, liability or loss,
including a loss of a prospective profit, incurred by a Lender:


(a)              
 in liquidating
or employing deposits from third parties acquired or arranged to fund or
maintain all or any part of its Contribution and/or any overdue amount (or an
aggregate amount which includes its Contribution or any overdue amount); and


(b)             
 in terminating,
or otherwise in connection with, any interest and/or currency swap or any other
transaction entered into (whether with another legal entity or with another
office or department of the Lender concerned) to hedge any exposure arising
under this Agreement or that part which the Lender concerned determines is
fairly attributable to this Agreement of the amount of the liabilities,
expenses or losses (including losses of prospective profits) incurred by it in
terminating, or otherwise in connection with, a number of transactions of which
this Agreement is one.






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21.3         
 Miscellaneous
indemnities


The Borrowers shall fully indemnify each Creditor Party severally
on their respective demands in respect of all claims, expenses, liabilities and
losses which may be made or brought against or incurred by a Creditor Party, in
any country, as a result of or in connection with:


(a)              
 any action
taken, or omitted or neglected to be taken, under or in connection with any
Finance Document by the Agent, the Security Trustee or any other Creditor Party
or by any receiver appointed under a Finance Document; or


(b)             
 any civil
penalty or fine against, and all reasonable costs and expenses (including
reasonable fees of counsel and disbursements) incurred in connection with or
the defence thereof by, the Agent or any other Creditor Party as a result of
conduct of any Borrower or any of their partners, directors, officers,
employees, agents or advisors, that violates any Sanctions Laws; or


(c)              
 any other
Pertinent Matter,


other than claims, expenses, liabilities and losses which are
shown to have been directly and mainly caused by the dishonesty or wilful
misconduct of the officers or employees of the Creditor Party concerned.


Without prejudice to its generality, this Clause 21.3 covers any claims, expenses, liabilities and
losses which arise, or are asserted, under or in connection with any law
relating to safety at sea, the ISM Code, the ISPS Code or any Environmental Law
or any Sanctions Laws.


21.4         
 Environmental
Indemnity


Without prejudice to its generality, Clause 21.3 covers any claims, demands, proceedings,
liabilities, taxes, losses or expenses of every kind which arise, or are
asserted, under or in connection with any law relating to safety at sea,
pollution or the protection of the environment, the ISM Code or the ISPS Code.


21.5         
 Currency
indemnity


If any sum due from any Borrower or any Security Party to a
Creditor Party under a Finance Document or under any order or judgment relating
to a Finance Document has to be converted from the currency in which the
Finance Document provided for the sum to be paid (the "Contractual
Currency") into another currency (the "Payment Currency") for
the purpose of:


(a)              
 making or
lodging any claim or proof against any Borrower or any Security Party, whether
in its liquidation, any arrangement involving it or otherwise; or


(b)             
 obtaining an
order or judgment from any court or other tribunal; or


(c)              
 enforcing any
such order or judgment,


the Borrowers shall indemnify the Creditor Party concerned against
the loss arising when the amount of the payment actually received by that
Creditor Party is converted at the available rate of exchange into the
Contractual Currency.






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In this
Clause 21.5, the "available rate of exchange"
means the rate at which the Creditor Party concerned is able at the opening of
business (London time) on the Business Day after it receives the sum concerned
to purchase the Contractual Currency with the Payment Currency.


This Clause 21.5 creates a separate liability of the Borrowers
which is distinct from their other liabilities under the Finance Documents and
which shall not be merged in any judgment or order relating to those other
liabilities.


21.6         
 Application to
Master Agreement


For the avoidance of doubt, Clause 21.5 does not apply in respect of sums due from the
Borrowers to the Swap Bank under or in connection with the Master Agreement as
to which sums the provisions of section 8 (Contractual Currency) of the
Master Agreement shall apply.


21.7         
 Mandatory Cost


Each Borrower shall, on demand by the Agent, pay to the Agent for
the account of the relevant Lender, such amount which any Lender certifies in a
notice to the Agent to be its good faith determination of the amount necessary
to compensate it for complying with:


(a)              
 in the case of a
Lender lending from a Facility Office in a Participating Member State, the
minimum reserve requirements (or other requirements having the same or similar
purpose) of the European Central Bank (or any other authority or agency which
replaces all or any of its functions) in respect of loans made from that
Facility Office; and


(b)             
 in the case of
any Lender lending from a Facility Office in the United Kingdom, any reserve
asset, special deposit or liquidity requirements (or other requirements having
the same or similar purpose) of the Bank of England (or any other governmental
authority or agency) and/or paying any fees to the Financial Conduct Authority
and/or the Prudential Regulation Authority (or any other governmental authority
or agency which replaces all or any of their functions),


which, in each case, is referable to that Lender's participation
in the Loan.


21.8         
 Certification of
amounts


A notice which is signed by 2 officers of a Creditor Party, which
states that a specified amount, or aggregate amount, is due to that Creditor
Party under this Clause 21 and which indicates (without necessarily
specifying a detailed breakdown) the matters in respect of which the amount, or
aggregate amount, is due shall be prima facie evidence that the amount, or
aggregate amount, is due.


21.9         
 Sums deemed due
to a Lender


For the purposes of this Clause 21, a sum payable by the Borrowers to the Agent
or the Security Trustee for distribution to a Lender shall be treated as a sum
due to that Lender.






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22              
 No Set-off or
Tax Deduction  


22.1         
 No deductions


All amounts due from the Borrowers under a Finance Document shall
be paid:


(a)              
 without any form
of set off, cross-claim or condition; and


(b)             
 free and clear
of any tax deduction except a tax deduction which a Borrower is required by law
to make.


22.2         
 Grossing-up for
taxes


If a Borrower is required by law to make a tax deduction from any
payment:


(a)              
 that Borrower
shall notify the Agent as soon as it becomes aware of the requirement;


(b)             
 that Borrower
shall pay the tax deducted to the appropriate taxation authority promptly, and
in any event before any fine or penalty arises; and


(c)              
 the amount due
in respect of the payment shall be increased by the amount necessary to ensure
that each Creditor Party receives and retains (free from any liability relating
to the tax deduction) a net amount which, after the tax deduction, is equal to
the full amount which it would otherwise have received.


22.3         
 Evidence of
payment of taxes


Within 1 month after making any tax deduction, the Borrower
concerned shall deliver to the Agent documentary evidence satisfactory to the
Agent that the tax had been paid to the appropriate taxation authority.


22.4         
 Exclusion of tax
on overall net income


In this Clause 22 "tax deduction" means any
deduction or withholding for or on account of any present or future tax except
tax on a Creditor Party's overall net income, other than a FATCA Deduction.


22.5         
 Application to
Master Agreement


For the avoidance of doubt, Clause 22 does not apply in respect of sums due from the
Borrowers to the Swap Bank under or in connection with the Master Agreement as
to which sums the provisions of section 2(d) (Deduction or Withholding for
Tax) of the Master Agreement shall apply.


22.6         
 FATCA
Information


(a)              
 Subject to
paragraph (c) below, each Party shall, within ten Business
Days of a reasonable request by another Party:


(i)                
 confirm to that
other Party whether it is:





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(A)             
 a FATCA Exempt
Party; or


(B)             
 not a FATCA
Exempt Party; and


(ii)              
 supply to that
other Party such forms, documentation and other information relating to its
status under FATCA as that other Party reasonably requests for the purposes of
that other Party's compliance with FATCA; and


(iii)             
 supply to that
other Party such forms, documentation and other information relating to its
status as that other Party reasonably requests for the purposes of that other
Party's compliance with any other law, regulation or exchange of information
regime.


(b)             
 If a Party
confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it
subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt
Party, that Party shall notify that other Party reasonably promptly.


(c)              
 Paragraph (a) above shall not oblige any Creditor Party to
do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do
anything which would or might in its reasonable opinion constitute a breach of:


(i)                
 any law or
regulation;


(ii)              
 any fiduciary
duty; or


(iii)             
 any duty of
confidentiality.


(d)             
 If a Party fails
to confirm whether or not it is a FATCA Exempt Party or to supply forms,
documentation or other information requested in accordance with sub-paragraphs (i) or (ii) of paragraph (a) above (including, for the avoidance of doubt,
where paragraph (c) above applies), then such Party shall be
treated for the purposes of the Finance Documents (and payments under them) as
if it is not a FATCA Exempt Party until such time as the Party in question
provides the requested confirmation, forms, documentation or other information.


(e)              
 If a Borrower is
a US Tax Obligor, or the Agent reasonably believes that its obligations under
FATCA or any other applicable law or regulation require it, each Lender shall,
within ten Business Days of:


(i)                
 where a Borrower
is a US Tax Obligor and the relevant Lender is a Lender as of the date of this
Agreement, the date of this Agreement;


(ii)              
 where a Borrower
is a US Tax Obligor on a date where a transfer is effected under Clause 26.2 and the relevant Lender is a Transferee
Lender, the relevant date on which such transfer is effected under Clause 26.2; or


(iii)             
 where a Borrower
is not a US Tax Obligor, the date of a request from the Agent,


supply to the Agent:


(i)                
 a withholding
certificate on Form W-8, Form W-9 or any other relevant form; or





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(ii)              
 any withholding
statement or other document, authorisation or waiver as the Agent may require
to certify or establish the status of such Lender under FATCA or that other law
or regulation.


(f)               
 The Agent shall
provide any withholding certificate, withholding statement, document,
authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrowers.


(g)              
 If any
withholding certificate, withholding statement, document, authorisation or
waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or
incomplete, that Lender shall promptly update it and provide such updated
withholding certificate, withholding statement, document, authorisation or
waiver to the Agent unless it is unlawful for the Lender to do so (in which
case the Lender shall promptly notify the Agent).  The Agent shall provide any
such updated withholding certificate, withholding statement, document,
authorisation or waiver to the Borrowers.


(h)             
 The Agent may rely
on any withholding certificate, withholding statement, document, authorisation
or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification.  The Agent
shall not be liable for any action taken by it under or in connection with
paragraphs (e), (f) or (g) above.


22.7         
 FATCA Deduction


(a)              
 Each Party may
make any FATCA Deduction it is required to make by FATCA, and any payment
required in connection with that FATCA Deduction, and no Party shall be
required to increase any payment in respect of which it makes such a FATCA
Deduction or otherwise compensate the recipient of the payment for that FATCA
Deduction.


(b)             
 Each Party shall
promptly, upon becoming aware that it must make a FATCA Deduction (or that
there is any change in the rate or the basis of such FATCA Deduction), notify
the Party to whom it is making the payment and, in addition, shall notify each Borrower
and the Agent and the Agent shall notify the other Creditor Parties.


23              
 Illegality, etc.


23.1         
 Illegality


This Clause 23 applies if a Lender (the "Notifying
Lender") notifies the Agent that it has become, or will with effect
from a specified date, become:


(a)              
 unlawful or
prohibited as a result of the introduction of a new law, an amendment to an
existing law or a change in the manner in which an existing law is or will be
interpreted or applied; or  


(b)             
 contrary to, or
inconsistent with, any regulation,


for the Notifying Lender to maintain or give effect to any of its
obligations under this Agreement in the manner contemplated by this Agreement.






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23.2         
 Notification of
illegality


The Agent shall promptly notify the Borrowers, the Security
Parties, the Security Trustee and the other Lenders of the notice under Clause 23.1 which the Agent receives from the Notifying
Lender.


23.3         
 Prepayment;
termination of Commitment


On the Agent notifying the Borrowers under Clause 23.2, the Notifying Lender's Commitment shall
terminate; and thereupon or, if later, on the date specified in the Notifying
Lender's notice under Clause 23.1 as the date on which the notified event would
become effective the Borrowers shall prepay the Notifying Lender's Contribution
in accordance with Clause 8.


23.4         
 Mitigation


If circumstances arise which would result in a notification under
Clause 23.1 then, without in any way limiting the rights
of the Notifying Lender under Clause 23.3, the Notifying Lender shall use reasonable
endeavours to transfer its obligations, liabilities and rights under this
Agreement and the Finance Documents to another office or financial institution
not affected by the circumstances but the Notifying Lender shall not be under
any obligation to take any such action if, in its opinion, to do would or
might:


(a)              
 have an adverse
effect on its business, operations or financial condition; or


(b)             
 involve it in
any activity which is unlawful or prohibited or any activity that is contrary
to, or inconsistent with, any regulation; or


(c)              
 involve it in
any expense (unless indemnified to its satisfaction) or tax disadvantage.


24              
 Increased Costs  


24.1         
 Increased costs


This Clause 24 applies if a Lender (the "Notifying
Lender") notifies the Agent that the Notifying Lender considers that
as a result of:


(a)              
 the introduction
or alteration after the date of this Agreement of a law or an alteration after
the date of this Agreement in the manner in which a law is interpreted or
applied (disregarding any effect which relates to the application to payments
under this Agreement of a tax on the Lender's overall net income); or


(b)             
 complying with
any regulation (including any which relates to capital adequacy or liquidity
controls or which affects the manner in which the Notifying Lender allocates
capital resources to its obligations under this Agreement) which is introduced,
or altered, or the interpretation or application of which is altered, after the
date of this Agreement; or


(c)              
 complying with
any regulation (including the "International Convergence of Capital
Measurement and Capital Standards, a Revised Framework" published by the
Basel Committee on Banking Supervision in June 2004, in the form existing on
the date of this Agreement and any other regulation which relates to capital
adequacy or liquidity controls or which affects the manner in 



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which
the Notifying Lender allocates capital resources to its obligations under this
Agreement) which is introduced, or altered, or the interpretation or
application of which is altered, after the date of this Agreement; or


(d)             
 the
introduction, implementation, application, administration or compliance with
Basel III or CRD IV, or any law or regulation which implements or applies Basel
III or CRD IV (regardless of the date on which it is enacted, adopted or issued
and regardless of whether any such implementation, application or compliance is
by a government, regulator, the Creditor Party or any of its affiliates) after
the date of this Agreement,


the Notifying Lender (or a parent company of it) has incurred or
will incur an "increased  cost". 


24.2         
 Meaning of "increased
costs"


In this Clause 24, "increased costs" means, in
relation to a Notifying Lender:


(a)              
 an additional or
increased cost incurred as a result of, or in connection with, the Notifying
Lender having entered into, or being a party to, this Agreement or a Transfer
Certificate, of funding or maintaining its Commitment or Contribution or
performing its obligations under this Agreement, or of having outstanding all
or any part of its Contribution or other unpaid sums;  


(b)              
 a reduction in
the amount of any payment to the Notifying Lender under this Agreement or in
the effective return which such a payment represents to the Notifying Lender or
on its capital;


(c)               
 an additional or
increased cost of funding all or maintaining all or any of the advances
comprised in a class of advances formed by or including the Notifying Lender's
Contribution or (as the case may require) the proportion of that cost
attributable to the Contribution; or


(d)              
 a liability to
make a payment, or a return foregone, which is calculated by reference to any
amounts received or receivable by the Notifying Lender under this Agreement,


but not an item attributable to a change in the rate of tax on the
overall net income of the Notifying Lender (or a parent company of it) or an
item compensated for by any payment made pursuant to Clause 21.7 or an item covered by the indemnity for tax in
Clause 21.1 or by Clause 22 or a FATCA Deduction.


For the purposes of this Clause 24.2 the Notifying Lender may in good faith
allocate or spread costs and/or losses among its assets and liabilities (or any
class of its assets and liabilities) on such basis as it considers appropriate.


24.3         
 Notification to
Borrowers of claim for increased costs


The Agent shall promptly notify the Borrowers and the Security
Parties of the notice which the Agent received from the Notifying Lender under
Clause 24.1.






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24.4         
 Payment of
increased costs


The Borrowers shall pay to the Agent, on the Agent's demand, for
the account of the Notifying Lender the amounts which the Agent from time to
time notifies the Borrowers that the Notifying Lender has specified to be
necessary to compensate the Notifying Lender for the increased cost.


24.5         
 Notice of
prepayment


If the Borrowers are not willing to continue to compensate the
Notifying Lender for the increased cost under Clause 24.4, the Borrowers may give the Agent not less
than 14 days' notice of its intention to prepay the Notifying Lender's
Contribution at the end of an Interest Period.


24.6         
 Prepayment; termination
of Commitment


A notice under Clause 24.5 shall be irrevocable; the Agent shall promptly
notify the Notifying Lender of the Borrowers' notice of intended prepayment;
and:


(a)              
 on the date on
which the Agent serves that notice, the Commitment of the Notifying Lender
shall be cancelled; and


(b)             
 on the date
specified in its notice of intended prepayment, the Borrowers shall prepay
(without premium or penalty) the Notifying Lender's Contribution, together with
accrued interest thereon at the applicable rate plus the Margin and the
Mandatory Cost (if any).


24.7         
 Application of
prepayment


Clause 8 shall apply in relation to the prepayment.


25              
 Set off


25.1         
 Application of
credit balances


Each Creditor Party may without prior notice:


(a)              
 apply any
balance (whether or not then due) which at any time stands to the credit of any
account in the name of a Borrower at any office in any country of that Creditor
Party in or towards satisfaction of any sum then due from that Borrower to that
Creditor Party under any of the Finance Documents; and


(b)             
 for that
purpose:


(i)                
 break, or alter
the maturity of, all or any part of a deposit of that Borrower;


(ii)              
 convert or
translate all or any part of a deposit or other credit balance into Dollars;
and


(iii)             
 enter into any
other transaction or make any entry with regard to the credit balance which the
Creditor Party concerned considers appropriate.  






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25.2         
 Existing rights
unaffected


No Creditor Party shall be obliged to exercise any of its rights
under Clause 25.1; and those rights shall be without prejudice
and in addition to any right of set off, combination of accounts, charge, lien
or other right or remedy to which a Creditor Party is entitled (whether under
the general law or any document).


25.3         
 Sums deemed due
to a Lender


For the purposes of this Clause 25, a sum payable by the Borrowers to the Agent
or the Security Trustee for distribution to, or for the account of, a Lender
shall be treated as a sum due to that Lender; and each Lender's proportion of a
sum so payable for distribution to, or for the account of, the Lenders shall be
treated as a sum due to such Lender.


25.4         
 No Security
Interest


This Clause 25 gives the Creditor Parties
a contractual right of set-off only,
and does not create any equitable charge or other Security Interest over any
credit balance of any Borrower. 


26              
 Transfers and
Changes in Facility Offices


26.1         
 Transfer by
Borrowers


No Borrower may, without the consent of the Agent, given on the
instructions of all the Lenders transfer any of its rights, liabilities or
obligations under any Finance Document.


26.2         
 Transfer by a
Lender


Subject to Clause 26.4, a Lender (the "Transferor Lender")
may at any time cause: 


(a)              
 its rights in
respect of all or part of its Contribution; or


(b)             
 its obligations
in respect of all or part of its Commitment; or


(c)              
 a combination of
(a) and (b),


to be (in the case of its rights) transferred to, or (in the case
of its obligations) assumed by, another bank or financial institution or a
trust, fund or other entity which is regularly engaged in or established for
the purpose of making, purchasing or investing in loans, securities or other
financial assets (a "Transferee Lender") by delivering to the
Agent a completed certificate in the form set out in Schedule 4 with any modifications approved or required by
the Agent (a "Transfer Certificate") executed by the
Transferor Lender and the Transferee Lender. 


However any rights and obligations of the Transferor Lender in its
capacity as Agent or Security Trustee will have to be dealt with separately in
accordance with the Agency and Trust Deed.


A transfer pursuant to this Clause 26.2 shall be effected:


(i)                
 without the
consent of the Borrowers:






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(A)             
 following the
occurrence of an Event of Default which is continuing; and/or


(B)             
 if such transfer
is to another Lender or an affiliate of a Lender;


(ii)              
 in all other
circumstances with the consent of the Borrowers (such consent not to be
unreasonably withheld or delayed) and the Borrowers will be deemed to have
given their consent 5 Business Days following the request of the Transferor
Lender, unless the consent is expressly refused by the Borrowers within that
time.


26.3         
 Transfer
Certificate, delivery and notification


As soon as reasonably practicable after a Transfer Certificate is
delivered to the Agent, it shall (unless it has reason to believe that the
Transfer Certificate may be defective):


(a)              
 sign the
Transfer Certificate on behalf of itself, the Borrowers, the Security Parties,
the Security Trustee, each of the other Lenders and the Swap Bank;


(b)             
 on behalf of the
Transferee Lender, send to each Borrower and each Security Party letters or
faxes notifying them of the Transfer Certificate and attaching a copy of it;
and


(c)              
 send to the
Transferee Lender copies of the letters or faxes sent under paragraph (b) above,


but the Agent shall only be obliged to execute a Transfer
Certificate delivered to it by the Transferor Lender and the Transferee Lender
once it is satisfied it has complied with all necessary "know your
customer" or other similar checks under all applicable laws and
regulations in relation to the transfer to that Transferee Lender.


26.4         
 Effective Date
of Transfer Certificate


A Transfer Certificate becomes effective on the date, if any,
specified in the Transfer Certificate as its effective date,  Provided that
it is signed by the Agent under Clause 26.3 on or before that date.


26.5         
 No transfer
without Transfer Certificate


Except as provided in Clause 26.17, no assignment or transfer of any right or
obligation of a Lender under any Finance Document is binding on, or effective
in relation to, any Borrower, any Security Party, the Agent or the Security
Trustee unless it is effected, evidenced or perfected by a Transfer
Certificate. 


26.6         
 Lender
re-organisation; waiver of Transfer Certificate


However, if a Lender enters into any merger, de-merger or other
reorganisation as a result of which all its rights or obligations vest in
another person (the "successor"), the Agent may, if it sees
fit, by notice to the successor and the Borrowers and the Security Trustee
waive the need for the execution and delivery of a Transfer Certificate; and,
upon service of the Agent's notice, the successor shall become a Lender with
the same Commitment and Contribution as were held by the predecessor Lender.






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26.7         
 Effect of
Transfer Certificate


A Transfer Certificate takes effect in accordance with English law
as follows:


(a)              
 to the extent
specified in the Transfer Certificate, all rights and interests (present,
future or contingent) which the Transferor Lender has under or by virtue of the
Finance Documents are assigned to the Transferee Lender absolutely, free of any
defects in the Transferor Lender's title and of any rights or equities which
any Borrower or any Security Party had against the Transferor Lender;


(b)             
 the Transferor
Lender's Commitment is discharged to the extent specified in the Transfer
Certificate;


(c)              
 the Transferee
Lender becomes a Lender with the Contribution previously held by the Transferor
Lender and a Commitment of an amount specified in the Transfer Certificate;


(d)             
 the Transferee
Lender becomes bound by all the provisions of the Finance Documents which are
applicable to the Lenders generally, including those about pro rata sharing and
the exclusion of liability on the part of, and the indemnification of, the
Agent and the Security Trustee and, to the extent that the Transferee Lender
becomes bound by those provisions (other than those relating to exclusion of
liability), the Transferor Lender ceases to be bound by them;


(e)              
 any part of the
Loan which the Transferee Lender advances after the Transfer Certificate's effective
date ranks in point of priority and security in the same way as it would have
ranked had it been advanced by the transferor, assuming that any defects in the
transferor's title and any rights or equities of any Borrower or any Security
Party against the Transferor Lender had not existed;


(f)               
 the Transferee
Lender becomes entitled to all the rights under the Finance Documents which are
applicable to the Lenders generally, including but not limited to those
relating to the Majority Lenders and those under Clause 5.7 and Clause 20, and to the extent that the Transferee Lender
becomes entitled to such rights, the Transferor Lender ceases to be entitled to
them; and


(g)              
 in respect of
any breach of a warranty, undertaking, condition or other provision of a
Finance Document or any misrepresentation made in or in connection with a
Finance Document, the Transferee Lender shall be entitled to recover damages by
reference to the loss incurred by it as a result of the breach or
misrepresentation, irrespective of whether the original Lender would have incurred
a loss of that kind or amount.


The rights and equities of any Borrower or any Security Party
referred to above include, but are not limited to, any right of set off and any
other kind of cross claim.


26.8         
 Maintenance of
register of Lenders


During the Security Period the Agent shall maintain a register in
which it shall record the name, Commitment, Contribution and administrative
details (including the Facility Office) from time to time of each Lender
holding a Transfer Certificate and the effective date (in accordance with
Clause 26.4) of the Transfer Certificate; and the Agent
shall make the register available for inspection by 



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any
Lender, the Security Trustee and the Borrowers during normal banking hours,
subject to receiving at least 3 Business Days' prior notice.


26.9         
 Reliance on
register of Lenders


The entries on that register shall, in the absence of manifest
error, be conclusive in determining the identities of the Lenders and the
amounts of their Commitments and Contributions and the effective dates of
Transfer Certificates and may be relied upon by the Agent and the other parties
to the Finance Documents for all purposes relating to the Finance Documents.


26.10     
 Authorisation of
Agent to sign Transfer Certificates


Each Borrower, the Security Trustee, each Lender and the Swap Bank
irrevocably authorise the Agent to sign Transfer Certificates on its behalf.


26.11     
 Registration fee


In respect of any Transfer Certificate, the Agent shall be
entitled to recover a registration fee of $3,000 from the Transferor Lender or
(at the Agent's option) the Transferee Lender.


26.12     
 Sub-participation;
subrogation assignment


A Lender may sub participate all or any part of its rights and/or
obligations under or in connection with the Finance Documents without the
consent of, or any notice to, any Borrower, any Security Party, the Agent or
the Security Trustee or any other Creditor Party; and the Lenders may assign,
in any manner and terms agreed by the Majority Lenders, the Agent and the
Security Trustee, all or any part of those rights to an insurer or surety who
has become subrogated to them.


26.13     
 Disclosure of
information


A Lender may disclose to a potential Transferee Lender or sub
participant any information which the Lender has received in relation to any 
Borrower, any Security Party or their affairs under or in connection with any
Finance Document, unless the information is clearly of a confidential nature.


26.14     
 Change of Facility Office


A Lender may change its Facility Office by giving notice to the
Agent and the change shall become effective on the later of:


(a)              
 the date on
which the Agent receives the notice; and


(b)             
 the date, if
any, specified in the notice as the date on which the change will come into
effect.


26.15     
 Notification


On receiving such a notice, the Agent shall notify the Borrowers
and the Security Trustee; and, until the Agent receives such a notice, it shall
be entitled to assume that a Lender is acting through the Facility Office of
which the Agent last had notice.






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26.16       Replacement of the Reference Bank


If the Reference Bank ceases to be a Lender or is unable on a
continuing basis to supply quotations for the purposes of Clause 5 then, unless the Borrowers, the Agent and the
Majority Lenders otherwise agree, the Agent, acting on the instructions of the
Majority Lenders, and after consulting the Borrowers, shall appoint another
bank (whether or not a Lender) to be a replacement Reference Bank; and, when
that appointment comes into effect, the first mentioned Reference Bank's
appointment shall cease to be effective.


26.17     
 Security over
Lenders' rights


In addition to the other rights provided to Lenders under this
Clause 26, each Lender may without consulting with or
obtaining consent from any Borrower or any Security Party, at any time charge,
assign or otherwise create a Security Interest in or over (whether by way of
collateral or otherwise) all or any of its rights under any Finance Document to
secure obligations of that Lender including, without limitation:


(a)              
 any charge,
assignment or other Security Interest to secure obligations to a federal
reserve or central bank; and  


(b)             
 in the case of
any Lender which is a fund, any charge, assignment or other Security Interest
granted to any holders (or trustee or representatives of holders) of
obligations owed, or securities issued, by that Lender as security for those
obligations or securities,


except that no such charge, assignment or Security Interest shall:


(i)                
 release a Lender
from any of its obligations under the Finance Documents or substitute the
beneficiary of the relevant charge, assignment or Security Interest for the
Lender as a party to any of the Finance Documents; or  


(ii)              
 require any payments
to be made by any  Borrower or any Security Party or grant to any person any
more extensive rights than those required to be made or granted to the relevant
Lender under the Finance Documents.


27              
 Variations and
waivers  


27.1         
 Variations,
waivers etc. by Majority Lenders


Subject to Clause 27.2, a document shall be effective to vary, waive,
suspend or limit any provision of a Finance Document, or any Creditor Party's
rights or remedies under such a provision or the general law, only if the
document is signed, or specifically agreed to by fax, by the Borrowers, by the
Agent on behalf of the Majority Lenders, by the Agent and the Security Trustee
in their own rights, and, if the document relates to a Finance Document to
which a Security Party is party, by that Security Party.






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27.2         
 Variations,
waivers etc. requiring agreement of all Lenders.


However, as regards the following, Clause 27.1 applies as if the words "by the Agent on
behalf of the Majority Lenders" were replaced by the words "by or on
behalf of every Lender and the Swap Bank":


(a)              
 a reduction in
the Margin;


(b)             
 a postponement
to the date for, or a reduction in the amount of, any payment of principal,
interest, fees or other sum payable under this Agreement;


(c)              
 an increase in
any Lender's Commitment;


(d)             
 a change to the
definition of "Majority Lenders"; 


(e)              
 a change to
Clause 3 or this Clause 27;


(f)               
 any release of,
or material variation to, a Security Interest, guarantee, indemnity or
subordination arrangement set out in a Finance Document; and


(g)              
 any other change
or matter as regards which this Agreement or another Finance Document expressly
provides that each Lender's consent is required.


27.3         
 Exclusion of
other or implied variations


Except for a document which satisfies the requirements of Clauses 27.1, 27.2  and  27.4, no document, and no act, course of conduct,
failure or neglect to act, delay or acquiescence on the part of the Creditor
Parties or any of them (or any person acting on behalf of any of them) shall
result in the Creditor Parties or any of them (or any person acting on behalf
of any of them) being taken to have varied, waived, suspended or limited, or
being precluded (permanently or temporarily) from enforcing, relying on or
exercising:


(a)              
 a provision of
this Agreement or another Finance Document; or


(b)             
 an Event of
Default; or  


(c)              
 a breach by a
Borrower or a Security Party of an obligation under a Finance Document or the
general law; or


(d)             
 any right or
remedy conferred by any Finance Document or by the general law,


and there shall not be implied into any Finance Document any term
or condition requiring any such provision to be enforced, or such right or
remedy to be exercised, within a certain or reasonable time.


27.4         
 Replacement of
Screen Rate


(a)              
 If a Screen Rate
Replacement Event has occurred in relation to the Screen Rate for dollars, any
amendment or waiver which relates to:





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(i)                
 providing for
the use of a Replacement Benchmark in relation to that currency in place of
that Screen Rate; and


(ii)              
  


(A)             
 aligning any
provision of any Finance Document to the use of that Replacement Benchmark;


(B)             
 enabling that
Replacement Benchmark to be used for the calculation of interest under this
Agreement (including, without limitation, any consequential changes required to
enable that Replacement Benchmark to be used for the purposes of this
Agreement);


(C)             
 implementing
market conventions applicable to that Replacement Benchmark;


(D)             
 providing for
appropriate fallback (and market disruption) provisions for that Replacement Benchmark;
or


(E)              
 adjusting the
pricing to reduce or eliminate, to the extent reasonably practicable, any
transfer of economic value from one Party to another as a result of the
application of that Replacement Benchmark (and if any adjustment or method for
calculating any adjustment has been formally designated, nominated or
recommended by the Relevant Nominating Body, the adjustment shall be determined
on the basis of that designation, nomination or recommendation),


may be made with the consent of the Agent (acting on the
instructions of the Majority Lenders) and the Borrowers.


(b)             
 If any Lender
fails to respond to a request for an amendment or waiver described in paragraph
(a) above within 5 Business Days (or such longer
time period in relation to any request which the Borrowers and the Agent may
agree) of that request being made:


(i)                
 its Commitment
or its participation in the Loan (as the case may be) shall not be included for
the purpose of calculating the Total Commitments or the amount of the Loan (as
applicable) when ascertaining whether any relevant percentage of Total
Commitments or the aggregate of participations in the Loan (as applicable) has
been obtained to approve that request; and


(ii)              
 its status as a
Lender shall be disregarded for the purpose of ascertaining whether the agreement
of any specified group of Lenders has been obtained to approve that request.


28              
 Notices  


28.1         
 General


Unless otherwise specifically provided, any notice under or in
connection with any Finance Document shall be given by letter or fax and
references in the Finance Documents to written notices, notices in writing and
notices signed by particular persons shall be construed accordingly.






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28.2         
 Addresses for
communications


A notice by letter or fax shall be sent:


(a)              
 to the
Borrowers:                                             c/o Approved Manager


16
Pendelis Street


175
64 Paleo Faliro


Athens


Greece


Fax No: +30 210 9470101


(b)              
 to a Lender:                                                        at
the address below its name in Schedule 1 or (as the case may require) in the relevant
Transfer Certificate.


(c)               
 to the Swap
Bank:                                            c/o 


Nordea Danmark, Filial af Nordea Bank Abp, Finland


7288 Derivatives Services


PO box 850 DK-0900 Copenhagen K, Denmark

Telephone number: +45
55 47 51 71


E-mail: otc@nordea.com


(d)             
 to the Lead
Arranger, Agent 


or the Security
Trustee:                                 Essendropsgate 7

0368 Oslo

Norway


Loan administration matters:


Fax No: +47 24013444


Attn: Structured Loan
& Collateral Services NO


or to such other address as the relevant party may notify the
Agent or, if the relevant party is the Agent or the Security Trustee, the
Borrowers, the Lenders, the Swap Bank and the Security Parties.


28.3         
 Effective date
of notices


Subject to Clauses 28.4 and 28.5:


(a)              
 a notice which
is delivered personally or posted shall be deemed to be served, and shall take
effect, at the time when it is delivered; and


(b)             
 a notice which
is sent by fax shall be deemed to be served, and shall take effect, 2 hours
after its transmission is completed.  


28.4         
 Service outside
business hours


However, if under Clause 28.3 a notice would be deemed to be served:


(a)              
 on a day which
is not a business day in the place of receipt; or






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(b)             
 on such a
business day, but after 5 p.m. local time,


the notice shall (subject to Clause 28.5) be deemed to be served, and shall take
effect, at 9 a.m. on the next day which is such a business day.


28.5         
 Illegible
notices


Clauses 28.3 and 28.4 do not apply if the recipient of a notice
notifies the sender within 1 hour after the time at which the notice would
otherwise be deemed to be served that the notice has been received in a form
which is illegible in a material respect.


28.6         
 Valid notices


A notice under or in connection with a Finance Document shall not
be invalid by reason that its contents or the manner of serving it do not
comply with the requirements of this Agreement or, where appropriate, any other
Finance Document under which it is served if:


(a)              
 the failure to
serve it in accordance with the requirements of this Agreement or other Finance
Document, as the case may be, has not caused any party to suffer any
significant loss or prejudice; or


(b)             
 in the case of
incorrect and/or incomplete contents, it should have been reasonably clear to
the party on which the notice was served what the correct or missing
particulars should have been.


28.7         
 Electronic
communication


Any communication to be made between
the Agent and a Lender or Swap Bank under or in connection with the Finance
Documents may be made by electronic mail or other electronic means, if the
Agent and the relevant Creditor Party:


(a)              
 agree that,
unless and until notified to the contrary, this is to be an accepted form of
communication;


(b)              
 notify each
other in writing of their electronic mail address and/or any other information
required to enable the sending and receipt of information by that means; and


(c)               
 notify each
other of any change to their respective addresses or any other such information
supplied to them.


Any electronic communication made between the Agent and a Lender
or the Swap Bank will be effective only when actually received in readable form
and, in the case of any electronic communication made by a Creditor Party to
the Agent, only if it is addressed in such a manner as the Agent shall specify
for this purpose.


28.8         
 English language


Any notice under or in connection with a Finance Document shall be
in English.






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28.9         
 Meaning of "notice"


In this Clause 28, "notice" includes any
demand, consent, authorisation, approval, instruction, waiver or other
communication. 


29              
 Joint and
Several Liability  


29.1         
 General


All liabilities and obligations of the Borrowers under this
Agreement shall, whether expressed to be so or not, be several and, if and to
the extent consistent with Clause 29.2, joint.


29.2         
 No impairment of
Borrower's obligations


The liabilities and obligations of a Borrower shall not be
impaired by:


(a)              
 this Agreement
being or later becoming void, unenforceable or illegal as regards any other
Borrower;


(b)             
 any Lender, the
Swap Bank or the Security Trustee entering into any rescheduling, refinancing
or other arrangement of any kind with any other Borrower;


(c)              
 any Lender, the
Swap Bank or the Security Trustee releasing any other Borrower or any Security
Interest created by a Finance Document; or


(d)             
 any combination
of the foregoing.


29.3         
 Principal
debtors


Each Borrower declares that it is and will, throughout the
Security Period, remain a principal debtor for all amounts owing under this
Agreement and the Finance Documents and no Borrower shall in any circumstances
be construed to be a surety for the obligations of any other Borrower under
this Agreement.


29.4         
 Subordination


Subject to Clause 29.5, during the Security Period, no Borrower
shall:


(a)              
 claim any amount
which may be due to it from any other Borrower whether in respect of a payment
made, or matter arising out of, this Agreement or any Finance Document, or any
matter unconnected with this Agreement or any Finance Document; or


(b)             
 take or enforce
any form of security from any other Borrower for such an amount, or in any
other way seek to have recourse in respect of such an amount against any asset
of any other Borrower; or


(c)              
 set off such an
amount against any sum due from it to any other Borrower; or






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(d)             
 prove or claim
for such an amount in any liquidation, administration, arrangement or similar procedure
involving any other Borrower or other Security Party; or


(e)              
 exercise or
assert any combination of the foregoing.


29.5         
 Borrower's
required action


If during the Security Period, the Agent, by notice to a Borrower,
requires it to take any action referred to in paragraphs (a) to (d) of Clause 29.4, in relation to any other Borrower, that
Borrower shall take that action as soon as practicable after receiving the
Agent's notice.


30              
 Supplemental


30.1         
 Rights
cumulative, non-exclusive


The rights and remedies which the Finance Documents give to each
Creditor Party are:


(a)              
 cumulative;


(b)             
 may be exercised
as often as appears expedient; and


(c)              
 shall not,
unless a Finance Document explicitly and specifically states so, be taken to
exclude or limit any right or remedy conferred by any law.


30.2         
 Severability of
provisions


If any provision of a Finance Document is or subsequently becomes
void, unenforceable or illegal, that shall not affect the validity,
enforceability or legality of the other provisions of that Finance Document or
of the provisions of any other Finance Document.


30.3         
 Counterparts


A Finance Document may be executed in any number of counterparts.


30.4         
 Third Party
rights


A person who is not a Party has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any
term of this Agreement.


31              
 Bail-In


Notwithstanding any other term of any Finance Document or any
other agreement, arrangement or understanding between the parties to a Finance
Document, each Party acknowledges and accepts that any liability of any party
to a Finance Document under or in connection with the Finance Documents may be
subject to Bail-In Action by the relevant Resolution Authority and acknowledges
and accepts to be bound by the effect of:


(a)              
 any Bail-In
Action in relation to any such liability, including (without limitation):





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(i)                
 a reduction, in
full or in part, in the principal amount, or outstanding amount due (including
any accrued but unpaid interest) in respect of any such liability;


(ii)              
 a conversion of
all, or part of, any such liability into shares or other instruments of
ownership that may be issued to, or conferred on, it; and


(iii)             
 a cancellation
of any such liability; and


(b)             
 a variation of
any term of any Finance Document to the extent necessary to give effect to any Bail-In
Action in relation to any such liability.


32              
 Law and
Jurisdiction  


32.1         
 English law


This Agreement and any non-contractual obligations arising out of
or in connection with it shall be governed by, and construed in accordance
with, English law.


32.2         
 Exclusive
English jurisdiction


Subject to Clause 32.3, the courts of England shall have exclusive
jurisdiction to settle any Dispute.


32.3         
 Choice of forum
for the exclusive benefit of Creditor Parties


Clause 32.2 is for the exclusive benefit of the Creditor
Parties, each of which reserves the rights:


(a)              
 to commence
proceedings in relation to any Dispute in the courts of any country other than
England and which have or claim jurisdiction to that Dispute; and


(b)             
 to commence such
proceedings in the courts of any such country or countries concurrently with or
in addition to proceedings in England or without commencing proceedings in
England.


No Borrower shall commence any proceedings in any country other
than England in relation to a Dispute.


32.4         
 Process agent


Each Borrower irrevocably appoints Ince Process Agents Limited at its
registered office for the time being at International House, 1 St. Katharine’s
Way, London E1W 1AY, England, to act as its agent to receive and accept on its behalf any
process or other document relating to any proceedings in the English courts
which are connected with a Dispute.


32.5         
 Creditor Party
rights unaffected


Nothing in this Clause 32 shall exclude or limit any right which any
Creditor Party may have (whether under the law of any country, an international
convention or otherwise) with regard to the bringing of proceedings, the
service of process, the recognition or enforcement of a judgment or any similar
or related matter in any jurisdiction.






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32.6         
 Meaning of "proceedings"
and "Dispute"


In this Clause 32, "proceedings" means
proceedings of any kind, including an application for a provisional or
protective measure and a "Dispute" means any dispute arising
out of or in connection with this Agreement (including a dispute relating to
the existence, validity or termination of this Agreement) or any
non-contractual obligation arising out of or in connection with this Agreement.


This Agreement has been entered into on the date stated at the
beginning of this Agreement.
 





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Schedule
1



Lenders and Commitments 


	
  Lender

  	
  Facility Office

  	
  Commitment

  (US Dollars)

  
	
  Nordea Bank Abp, filial i Norge

  	
  Essendrops gate 7, Postboks 1166
  Sentrum, 0107 Oslo 920058817 MVA

  Norway

  	
  $55,848,000

  






 



 

 





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Schedule
2



Drawdown Notice


To:                Nordea Bank Abp, filial i
Norge


Essendrops gate 7, Postboks 


1166 Sentrum, 0107 Oslo 


920058817 MVA, Norway


Attention: [Loans Administration]                                                                                                                      [●] 2020


DRAWDOWN NOTICE


1                  
 We refer to the
loan agreement (the "Loan Agreement") dated [●] 2020 and made between ourselves, as
joint and several Borrowers, the Lenders referred to therein, and yourselves as
Agent, as Security Trustee, as Lead Arranger and as Swap Bank in connection
with a facility of up to US$55,848,000. Terms defined in the Loan Agreement
have their defined meanings when used in this Drawdown Notice.


2                  
 We request to
borrow as follows:


(a)              
 Amount of Loan:
US$55,848,000;


(b)             
 Drawdown Date: [●] 2020;


(c)              
 [Duration of the
first Interest Period shall be [1][3] months;] and


(d)             
 Payment
instructions:  account in our name and numbered [●] with [●] of [●].


3                  
 We represent and
warrant that:


(a)              
 the
representations and warranties in clause 10 of the Loan Agreement would remain
true and not misleading if repeated on the date of this notice with reference
to the circumstances now existing; and


(b)             
 no Event of
Default or Potential Event of Default has occurred or will result from the
borrowing of the Loan.


4                  
 This notice
cannot be revoked without the prior consent of the Majority Lenders.


[Name of
Signatory]


Director


for and on behalf of


KNOX SHIPPING COMPANY INC.


BOKAK SHIPPING
COMPANY INC.


JEMO SHIPPING COMPANY
INC.


GUAM SHIPING COMPANY
INC.


PALAU SHIPPING
COMPANY INC.


MAKUR SHIPPING COMPANY INC.





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MANDARINGINA
INC. and


VESTA COMMERCIAL, S.A.


 



 

 





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Schedule 3



Condition
Precedent Documents
 


Part A 


The following are the documents referred to in
Clause 9.1(a).


1                  
 A duly executed
original of:


(a)              
 this Agreement;


(b)             
 the Corporate
Guarantee;


(c)              
 the Agency and
Trust Deed;


(d)             
 the Master
Agreement;


(e)              
 the Shares
Pledges;


(f)               
 the Master
Agreement Assignment; and


(g)              
 the Accounts
Pledges.


2                  
 Copies of the
certificate of incorporation and constitutional documents of each Borrower, the
Corporate Guarantor and any other Security Party.


3                  
 Copies of
resolutions of the shareholders and directors of each Borrower and each
Security Party (other than the Corporate Guarantor) authorising the execution
of each of the Finance Documents to which that Borrower or that Security Party
is a party and, in the case of a Borrower, authorising named officers to give
the Drawdown Notice.


4                  
 Copies of
resolutions of the executive committee of the Corporate Guarantor authorising
the execution of each of the Finance Documents to which it is a party.


5                  
 The original of
any power of attorney under which any Finance Document is executed on behalf of
a Borrower, the Corporate Guarantor or any other Security Party.


6                  
 Copies of all
consents which any Borrower, the Corporate Guarantor or any Security Party
requires to enter into, or make any payment under, any Finance Document.


7                  
 The originals of
any mandates or other documents required in connection with the opening or
operation of the Earnings Accounts.


8                  
 Such documents
as the Agent may require for its "Know your customer" and other
customary money laundering and sanctions and counter-terrorist financing
checks.


9                  
 Copy of the
Initial Charter and of all documents signed or issued by Bokak or the Initial
Charterer (or any of them) under or in connection with it.


10              
 Documentary
evidence that the agent for service of process named in Clause 30 has accepted its appointment.






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11              
 Favourable legal
opinions from lawyers appointed by the Agent on such matters concerning the
laws of Marshall Islands, Panama and such other relevant jurisdictions as the
Agent may require.


12              
 If the Agent so
requires, in respect of any of the documents referred to above, a certified
English translation prepared by a translator approved by the Agent.



 

 






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Part B 


The following are the documents referred to in Clause 9.1(b) required before the Drawdown Date. In Part B of this Schedule 3, the following definitions have the following
meanings:


(a)              
 "Relevant
Borrower" means the Borrower which is the owner of the Relevant Ship;
and


(b)             
 "Relevant
Ship" means the Ship which is to be financed by using the proceeds of
the Loan being drawn on the Drawdown Date.


1                  
 A
duly executed original of the Mortgage and the General Assignment relating to
the Relevant Ship and the Initial Charter Assignment.


2                  
 Documentary
evidence that:


(a)              
 the Relevant
Ship is definitively and permanently registered in the name of the Relevant
Borrower under an Approved Flag;


(b)             
 the Relevant
Ship is in the absolute and unencumbered ownership of the Relevant Borrower
save as contemplated by the Finance Documents;


(c)              
 the Relevant
Ship maintains the class specified in Clause 14.3(b);


(d)             
 the Mortgage
relating to the Relevant Ship has been duly registered or recorded against the
Relevant Ship as a valid first priority or, as the case may be, preferred
statutory ship mortgage in accordance with the laws of the applicable Approved
Flag State; and


(e)              
 the Relevant
Ship is insured in accordance with the provisions of this Agreement and all
requirements therein in respect of insurances have been complied with.


3                  
 Documents
establishing that the Relevant Ship will, as from the Drawdown Date, be managed
by the Approved Manager on terms acceptable to the Lenders, together with:


(a)              
 a copy of the
Management Agreement and the Manager's Undertaking duly signed by the Approved
Manager; and


(b)             
 copies of the
Approved Manager's Document of Compliance and of the Relevant Ship's Safety
Management Certificate (together with any other details of the applicable
safety management system which the Agent requires) and ISSC.


4                  
 Favourable legal
opinions from lawyers appointed by the Agent on such matters concerning the
laws of Marshall Islands, the Approved Flag State and such other relevant
jurisdictions as the Agent may require.  


5                  
 At the cost of
the Borrowers a favourable opinion from an independent insurance consultant
acceptable to the Agent on such matters relating to the insurances for the Ship as the Agent may require.






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6                  
 Two valuations
of each Ship addressed to the Agent and dated not earlier than 40 days before
the Drawdown Date and prepared in accordance with Clause 15.3 by two Approved Brokers (each selected by the
Borrowers and approved by the Agent) which evidences compliance with Clause 15.1 immediately after the Drawdown Date.


7                  
 Evidence
satisfactory to the Agent that the Existing Indebtedness is repaid in full and
each of the Borrowers is released from all its obligations and liabilities
under the Previous Loan Agreement.  


8                  
 If the Agent so
requires, in respect of any of the documents referred to above, a certified
English translation prepared by a translator approved by the Agent.


Each of the documents specified in paragraphs 2, 3, 5 and 9 of Part A and every other copy document delivered under
this Schedule shall be certified as a true and up to date copy by a director or
the secretary (or equivalent officer) of each Borrower or a qualified lawyer.


 



 

 





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Schedule
4



Transfer Certificate 


The Transferor and the Transferee accept exclusive responsibility
for ensuring that this Certificate and the transaction to which it relates
comply with all legal and regulatory requirements applicable to them
respectively.


To:          Nordea Bank Abp, filial
i Norge for itself and for and on behalf of the Borrower, [each Security
Party], the Security Trustee, each Lender and the Swap Bank, as defined in the
Loan Agreement referred to below.


[●]


1                  
 This Certificate
relates to a Loan Agreement (the "Agreement") dated [●] 2020 and made between (1) Knox
Shipping Company Inc., Bokak Shipping Company Inc., Jemo Shipping Company Inc.,
Guam Shipping Company Inc., Palau Shipping Company Inc., Makur Shipping Company
Inc., Mandaringina Inc. and Vest Commercial S.A. as joint and several borrowers
(the "Borrowers"), (2) the banks and financial institutions
named therein, (3) Nordea Bank Abp, filial i Norge as Agent, (4) Nordea Bank
Abp, filial i Norge as Security Trustee, (5) Nordea Bank Abp, filial i Norge as
Lead Arranger and (6) Nordea
Bank Abp as Swap Bank
for a loan facility of up to US$55,848,000.


2                  
 In this
Certificate, terms defined in the Agreement shall, unless the contrary
intention appears, have the same meanings when used in this Certificate and:


"Relevant Parties" means the Agent, the Borrower,
[each Security Party], the Security Trustee, each Lender and the Swap Bank;


"Transferor" means [full name] of [facility
office]; and


"Transferee" means [full name] of [facility
office].


3                  
 The effective
date of this Certificate is [●],
Provided that this Certificate shall not come into effect unless it is
signed by the Agent on or before that date.


4                  
 [The Transferor
assigns to the Transferee absolutely all rights and interests (present, future
or contingent) which the Transferor has as Lender under or by virtue of the
Agreement and every other Finance Document in relation to [●] per cent. of its Contribution,
which percentage represents $[●].]


5                  
 [By virtue of
this Transfer Certificate and Clause 26 of the Loan Agreement, the Transferor is
discharged [entirely from its Commitment which amounts to $[●] [from [●] per cent. of its Commitment, which percentage
represents $[●]] and the Transferee acquires a
Commitment of $[●].]


6                  
 The Transferee
undertakes with the Transferor and each of the Relevant Parties that the
Transferee will observe and perform all the obligations under the Finance
Documents which Clause 26 of the Loan Agreement provides will become
binding on it upon this Certificate taking effect.






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7                  
 The Agent, at
the request of the Transferee (which request is hereby made) accepts, for the
Agent itself and for and on behalf of every other Relevant Party, this
Certificate as a Transfer Certificate taking effect in accordance with Clause 26 of the Agreement.


8                  
 The Transferor:


(a)              
 warrants to the
Transferee and each Relevant Party that:


(i)                
 the Transferor
has full capacity to enter into this transaction and has taken all corporate
action and obtained all consents which are required in connection with this
transaction; and


(ii)              
 this Certificate
is valid and binding as regards the Transferor;


(b)             
 warrants to the
Transferee that the Transferor is absolutely entitled, free of encumbrances, to
all the rights and interests covered by the assignment in paragraph 4; and


(c)              
 undertakes with
the Transferee that the Transferor will, at its own expense, execute any
documents which the Transferee reasonably requests for perfecting in any
relevant jurisdiction the Transferee's title under this Certificate or for a
similar purpose.


9                  
 The Transferee:


(a)              
 confirms that it
has received a copy of the Agreement and each of the other Finance Documents;


(b)             
 agrees that it
will have no rights of recourse on any ground against either the Transferor,
the Agent, the Security Trustee, any Lender or the Swap Bank in the event that:


(i)                
 any of the
Finance Documents prove to be invalid or ineffective;


(ii)              
 any Borrower or
any Security Party fails to observe or perform its obligations, or to discharge
its liabilities, under any of the Finance Documents; and


(iii)             
 it proves
impossible to realise any asset covered by a Security Interest created by a
Finance Document, or the proceeds of such assets are insufficient to discharge
the liabilities of the Borrowers or any Security Party under any of the Finance
Documents;  


(c)              
 agrees that it
will have no rights of recourse on any ground against the Agent, the Security
Trustee, any Lender or the Swap Bank in the event that this Certificate proves
to be invalid or ineffective;  


(d)             
 warrants to the
Transferor and each Relevant Party that:


(i)                
 it has full
capacity to enter into this transaction and has taken all corporate action and
obtained all consents which it needs to take or obtain in connection with this
transaction; and


(ii)              
 this Certificate
is valid and binding as regards the Transferee; and


(e)              
 confirms the
accuracy of the administrative details set out below regarding the Transferee.






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10              
 The Transferor
and the Transferee each undertake with the Agent and the Security Trustee
severally, on demand, fully to indemnify the Agent and/or the Security Trustee
in respect of any claim, proceeding, liability or expense (including all legal
expenses) which they or either of them may incur in connection with this
Certificate or any matter arising out of it, except such as are shown to have
been mainly and directly caused by the gross and culpable negligence or
dishonesty of the Agent's or the Security Trustee's own officers or employees.


11              
 The Transferee
shall repay to the Transferor on demand so much of any sum paid by the
Transferor under paragraph 9 as exceeds one-half of the amount demanded by the
Agent or the Security Trustee  in respect of a claim, proceeding, liability or
expense which was not reasonably foreseeable at the date of this Certificate;
but nothing in this paragraph shall affect the liability of each of the
Transferor and the Transferee to the Agent or the Security Trustee for the full
amount demanded by it.


[Name of Transferor]                                                                     [Name
of Transferee]


By:                                                                                                          By:


Date:                                                                                                     Date:


Agent


Signed for itself and for and on behalf of
itself


as Agent and for every other Relevant Party


[Name of Agent]


By:


Date:


 



 

 





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Administrative Details of Transferee


Name of Transferee:                                      


Facility Office:                                                   


Contact Person


(Loan Administration Department):         


Telephone:                                                         


Fax:                                                                        


Contact Person


(Credit Administration Department):      


Telephone:                                                         


Fax:                                                                        


Account for payments:                                  


Note:    This Transfer Certificate alone may not be
sufficient to transfer a proportionate share of the Transferor's interest in
the security constituted by the Finance Documents in the Transferor's or
Transferee's jurisdiction.  It is the responsibility of each Lender to
ascertain whether any other documents are required for this purpose.


 



 

 





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Schedule
5



Designation Notice 


Nordea Bank Abp, filial i Norge


Essendrops gate 7, Postboks 


1166 Sentrum, 0107 Oslo


920058817 MVA, Norway


 


 [●] 


Dear Sirs


Loan Agreement dated [●] 2020 made between (i) Knox Shipping Company
Inc., Bokak Shipping Company Inc., Jemo Shipping Company Inc., Guam Shipping
Company Inc., Palau Shipping Company Inc., Makur Shipping Company Inc.,
Mandaringina Inc. and Vest Commercial S.A. as joint and several Borrowers, (ii)
the Lenders, (iii) yourselves as Agent, Security Trustee and Lead Arranger and
(iv) Nordea Bank
Abp as Swap Bank
(the "Loan Agreement"). 


We refer to:


1                  
 The Loan
Agreement;


2                  
 the Master
Agreement dated [●] 2020
made between ourselves and the Swap Bank; and


3                  
 a Confirmation
delivered pursuant to the said Master Agreement dated [●] and addressed by [●] to us.


In accordance with the terms of the Loan Agreement, we hereby give
you notice of the said Confirmation and hereby confirm that the Transaction
evidenced by it will be designated as a "Designated Transaction" for
the purposes of the Loan Agreement and the Finance Documents.


Yours faithfully,


 


 


 


 


 


.................................................


for and on behalf
of


KNOX SHIPING COMPANY INC.


BOKAK SHIPPING COMPANY INC.


JEMO SHIPPING COMPANY INC.


GUAM SHIPING COMPANY INC.


PALAU SHIPPING COMPANY INC.


MAKUR SHIPPING COMPANY INC.


MANDARINGINA INC. and 





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VESTA
COMMERCIAL, S.A.


 



 

 






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Execution Pages


THE BORROWERS


 


SIGNED by                                                          )


                                                                                )


for and on behalf of                                        )


KNOX SHIPING COMPANY INC.                  )


in the presence of:                                          )


 


 


 


 


 


SIGNED by                                                          )


                                                                                )


for and on behalf of                                        )


BOKAK SHIPPING COMPANY INC.            )


in the presence of:                                          )


 


 


 


 


 


SIGNED by                                                          )


                                                                                )


for and on behalf of                                        )


JEMO SHIPPING COMPANY INC.               )


in the presence of:                                          )


 


 


 


 


 


SIGNED by                                                          )


                                                                                )


for and on behalf of                                        )


GUAM SHIPING COMPANY INC.                )


in the presence of:                                          )


 


 


 


 


 


SIGNED by                                                          )


                                                                                )


for and on behalf of                                        )


PALAU SHIPPING COMPANY INC.             )


in the presence of:                                          )


 


 


 





 1102                                 EUROPE/66436786v5     











 





 


 


SIGNED by                                                          )


                                                                                )


for and on
behalf of                                        )


MAKUR SHIPPING
COMPANY INC.           )


in the presence of:                                          )


 


 


 


 


 


SIGNED by                                                          )


                                                                                )


for and on behalf of                                        )


MANDARINGINA INC.                                    )


in the presence of:                                          )


 


 


 


 


 


SIGNED by                                                          )


                                                                                )


for and on behalf of                                        )


VESTA COMMERCIAL, S.A.                           )


in the presence of:                                          )


 


 


 


 


 


THE LENDERS


 


SIGNED by                                                          )


Georgia Theologidou                                      )


for and on behalf of                                        )


NORDEA BANK ABP, FILIAL I NORGE       )


in the presence of:                                          )


 


 


 


 


 


THE SWAP BANK 


 


SIGNED by                                                          )


Georgia Theologidou                                      )


for and on behalf of                                        )


NORDEA BANK ABP                                         )


in the presence of:                                          )


 


 





 1112                                 EUROPE/66436786v5     











 





 


 


 


THE AGENT



 


SIGNED by                                                          )


Georgia
Theologidou                                      )


for and on behalf of                                        )


NORDEA BANK ABP, FILIAL I NORGE       )


in the presence of:                                          )


 


 


 


 


 


THE SECURITY TRUSTEE


 


SIGNED by                                                          )


Georgia Theologidou                                      )


for and on behalf of                                        )


NORDEA BANK ABP, FILIAL I NORGE       )


in the presence of:                                          )


 


 


 


 


 


THE LEAD ARRANGER 


 


SIGNED by                                                          )


Georgia Theologidou                                      )


for and on behalf of                                        )


NORDEA BANK ABP, FILIAL I NORGE       )


in the presence of:                                          )


 


 







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