Exhibit 4.23  EXECUTION
  VERSION US$203,400,000 FACILITY AGREEMENT dated 21 February 2011 for
  TEUCARRIER (NO.2) CORP. TEUCARRIER (NO.3) CORP. TEUCARRIER (NO.4) CORP. as
  joint and several Borrowers and DANAOS CORPORATION acting as Guarantor
  arranged by THE EXPORT-IMPORT BANK OF CHINA CITIBANK, N.A. with CITIBANK,
  N.A. acting as Global Co-ordinator and CITIBANK, N.A. acting as Sinosure
  Agent Note: This Agreement is entered into on the basis that it will have the
  benefit of and be subject to the terms of the Intercreditor Agreement
  Linklaters Ref: STG/DS/KN Linklaters LLP


CONTENTS CLAUSE
  SECTION 1 INTERPRETATION PAGE 1. Definitions and interpretation 1 SECTION 2
  THE FACILITY 2. The Facility 26 3. Purpose 31 4. Conditions of Utilisation 31
  SECTION 3 UTILISATION 5. Utilisation 35 SECTION 4 REPAYMENT, ILLEGALITY,
  PREPAYMENT AND CANCELLATION 6. Repayment 37 7. Illegality, Prepayment and
  cancellation 37 SECTION 5 COSTS OF UTILISATION 8. Interest 41 9. Interest
  Periods 41 10. Changes to the calculation of interest 42 11. Fees 43 SECTION
  6 ADDITIONAL PAYMENT OBLIGATIONS 12. Tax gross up and indemnities 45 13.
  Increased costs 47 14. Other indemnities 48 15. Mitigation by the Lenders 51
  16. Costs and expenses 51 SECTION 7 GUARANTEE 17. Guarantee and indemnity 53
  SECTION 8 EARNINGS ACCOUNTS 18. Earnings accounts 56 SECTION 9
  REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT 19. Representations 60
  20. Information undertakings 67 21. Financial covenants 71 22. General
  undertakings 75 23. Pre-Delivery undertakings 81 24. Post-Delivery
  undertakings 81 25. Insurance 86 i


26.Events of Default 91 SECTION 9 CHANGES TO PARTIES 27. Changes to
  the Lenders 96 28. Changes to
  the Obligors 102 SECTION 10 THE FINANCE PARTIES 29. Role
  of the Agent, the Security Agent and the Arranger 103 30. Role of the
  Sinosure Agent 111 31. The Account Bank 112 32. Conduct of business by the
  Finance Parties 117 33. Sharing
  among the Secured Parties 117 SECTION 11 ADMINISTRATION 34. Payment
  mechanics 120 35. Set-off 123 36. Notices 124 37. Calculations and
  certificates 125 38. Partial invalidity 126 39. Remedies and waivers 126 40.
  Amendments and waivers 126 41. Counterparts
  128 SECTION 12 GOVERNING LAW AND ENFORCEMENT 42.
  Governing law 129 43. Enforcement
  129 SECTION 13 EXISTING HEDGING DOCUMENTS 44.
  Guarantee and indemnity 131 THE
  SCHEDULES SCHEDULE PAGE
  SCHEDULE 1 The Original Parties 135 SCHEDULE 2 Conditions Precedent to a Loan
  137 SCHEDULE 3 Requests 148 SCHEDULE 4 Mandatory Cost Formula 149 SCHEDULE 5
  Form of Transfer Certificate and Accession Letter 151 SCHEDULE 6
  Facility Loan Repayment 155 SCHEDULE 7 Security Agency provisions 158
  SCHEDULE 8 Form of Compliance Certificate 163 SCHEDULE 9 Timetables 164
  SCHEDULE 10 Part A Authorised Representatives 165 Part B Callback
  Contacts 165 SCHEDULE 11 Form of Loss Payable Clause 167 SCHEDULE 12 169
  Form of Increase Confirmation 169 i:


SCHEDULE 13
  Form of Mortgage 171 SCHEDULE 14 Form of Time Charter Assignment
  172 SCHEDULE 15 Form of Assignment of Earnings and Insurances 173
  SCHEDULE 16 Form of Managers Undertaking 174 SCHEDULE 17 Form of
  Account Charge 175 SCHEDULE 18 Form of Share Charge 176 SCHEDULE 19
  Form of Hedging Documents Assignment 177 SCHEDULE 20 Form of
  Management Agreement Assignment 179 ii:


THIS AGREEMENTis dated 21
  February 2011 and made BETWEEN: (1) TEUCARRIER (NO.2) CORP., TEUCARRIER
  (NO.3) CORP. and TEUCARRIER (NO.4) CORP. as joint and several borrowers (each
  a Borrower and together the Borrowers); (2) DANAOS CORPORATION as guarantor
  (the Guarantor); (3) THE EXPORT-IMPORT BANK OF CHINA
  and CITIBANK, N.A. as mandated lead arrangers (the Original Arrangers and each an Original Arranger); (4) CITIBANK, N.A. as global co-ordinator;
  (5) THE FINANCIAL INSTITUTIONS
  listed in Part II of Schedule 1 as lenders (the Original Lenders); (6)
  CITIBANK INTERNATIONAL PLC, LONDON BRANCH as agent of the other
  Finance Parties (the Agent); (7) CITIBANK INTERNATIONAL
  PLC, GREECE BRANCH as security agent and security trustee for the Secured
  Parties (the Security Agent); (8) CITIBANK, N.A. as the
  insured party under the Sinosure Insurance Policy (the Sinosure Agent). (9) CITIBANK
  INTERNATIONAL PLC, GREECE BRANCH as account bank for the Finance Parties (the
  Account Bank); and (10) CITIBANK, N.A., NEW YORK BRANCH
  as original hedging bank (the Original
  Hedging Bank). IT IS AGREED as follows: SECTION 1 INTERPRETATION
  1. DEFINITIONS AND
  INTERPRETATION 1.1 Definitions
  In this Agreement: Accession Deed has
  the meaning given to it in the Intercreditor Agreement. Accession Letter means a document
  substantially in the form of Part II of Schedule 5 (Form of Transfer Certificate and
  Accession Letter). Account
  Charges means the charges executed or to be executed by each Borrower
  in favour of the Lenders in relation to that Borrowers Earnings Account in
  the form set out in Schedule 17 (Form of
  Account Charge). Additional
  Arranger means any bank, financial institution, trust, fund or other
  entity which has become an Arranger in accordance with Clause 27.10 (Additional Arranger). 1


Additional Cost Ratehas the meaning
  given to it in Schedule 4 (Mandatory
  Cost formula). Adjusted Net
  Worth has the meaning given to it in Clause 21 (Financial Covenants). Affiliate means, in relation to
  any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that
  holding company. Agreed Value means
  at any time in respect of a Vessel the higher of: (a) an amount equal to the
  current Fair Market value of the relevant Vessel; and (b) one hundred and
  twenty-five per cent. (125%) of the Loans outstanding under the Tranche
  applicable to such Vessel. Approved
  Valuer means any of: (a) Howe Robinson & Company Limited;
  (b) H. Clarkson & Company Limited; (c) SSY Consultancy &
  Research Limited; (d) Braemer Seascope Ship Brokers Limited; and (e) Maersk
  Shipbrokers, or such other independent reputable shipbroker nominated by the
  Borrower and approved by the Facility Agent from time to time. Arranger means: (a) any Original
  Arranger; and (b) any Additional Arranger, and Arrangers means all of them. Asset Cover Ratio has the meaning given to it in Clause 24.9 (Asset Cover Ratio). Assignment of Earnings and Insurances means
  each assignment of Earnings and Insurances executed or to be executed in
  respect of the Vessels by each Borrower, the Time Charterer and the Security
  Agent in the form set out in Schedule 15 (Form of Assignment of Earnings and Insurances) and
  collectively the Assignments of Earnings and Insurances. Associate has the meaning given to
  associate in section 435 of the Insolvency Act 1986 provided that only
  sub-sections (2) and (5) of such section shall apply insofar as it
  relates to the definition of Coustas Family. Authorisation means an authorisation, consent, approval,
  resolution, licence, exemption, filing, notarisation or registration. Authorised Representatives shall
  mean the persons set out in Part A of Schedule 10 (Authorised Representatives), as
  amended pursuant to Clause 18.4(e). Availability
  Period means: (a) in relation to Tranche A, the period from and
  including the date of this Agreement to the earlier of the Delivery Date and
  the Delivery Date Backstop for Vessel A; 2


(b) in relation
  to Tranche B, the period from and including the date of this Agreement to the
  earlier of the Delivery Date and the Delivery Date Backstop for Vessel B; and
  (c) in relation to Tranche C,
  the period from and including the date of this Agreement to the earlier of
  the Delivery Date and the Delivery Date Backstop for Vessel C; and Available Commitment means, in
  relation to each Lender and each Tranche under the Facility, that Lenders
  Commitment in respect of that Tranche less the aggregate of Loans made by
  such Lender in respect of that Tranche. Available Facility means in respect of any Tranche under the
  Facility, the aggregate for the time being of each Lenders Available
  Commitment in respect of that Tranche. Borrower A means Teucarrier (No.2) Corp. of 80 Broad Street,
  Monrovia, Liberia. Borrower B means
  Teucarrier (No.3) Corp. of 80 Broad Street, Monrovia, Liberia. Borrower C means Teucarrier (No.4)
  Corp. of 80 Broad Street, Monrovia, Liberia Borrower Parent means: (c) in relation to Borrower A, Bounty
  Investment Inc; (d) in relation to Borrower B, Lito Navigation Inc; and (e)
  in relation to Borrower C, Bayard Maritime Limited. Borrower Revenues means all amounts received (or, as the case
  may be, forecast to be received) by the Borrowers including the following:
  (a) all Earnings; (b) all amounts received pursuant to each of the Time
  Charters; (c) such other amounts as the Agent and the Borrowers may agree to
  include as Borrower Revenues, but excluding: (d) any amount paid or advanced
  to the Borrowers under the Finance Documents; (e) any Requisition
  Compensation (to the extent related to a Total Loss); or (f) any Insurance
  Proceeds (to the extent related to a Total Loss). Borrowings has the meaning given to it in Clause 21 (Financial covenants). Break Costs means the amount (if
  any) by which: (a) the interest which a Lender should have received for the
  period from the date of receipt of all or any part of its participation in a
  Loan or Unpaid Sum to the last day of the current Interest Period in respect
  of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been
  paid on the last day of that interest Period; exceeds: (b) the amount which
  that Lender would be able to obtain by placing an amount equal to the
  principal amount or Unpaid Sum received by it on deposit with a leading bank
  in the 3


Relevant Interbank
  Market for a period starting on the Business Day following receipt or
  recovery and ending on the last day of the current Interest Period. Business Day means a day (other
  than a Saturday or Sunday) on which banks are open for general business in
  London, Athens, Beijing, Rotterdam and New York City. Callback Contact means the persons set out in Part B of
  Schedule 11 (Callback Contact), as
  amended pursuant to Clause 18.4(e). Change
  in Law means the introduction of, or any change in (or in the interpretation,
  administration or application of), any law or regulation after the date of
  this Agreement. Change of Control means
  the occurrence of any of the following: (a) members of the Coustas Family
  ceasing to beneficially own and control (either directly or through companies
  beneficially owned by them or trusts or foundations of which members are
  beneficiaries) at least 33 1/3% plus one share of the issued voting share
  capital of the Guarantor; (b) Dr. John Coustas ceases to be the Chief
  Executive Officer of the Guarantor, unless in the case of his death or
  disability, a replacement is appointed by the Guarantors board of directors,
  following consultation with the Lenders, in accordance with the applicable
  corporate policy within 60 days and has given a legally binding acceptance of
  an offer of employment and, if appropriate, resigned from his existing
  employment within that time period. This paragraph shall also apply to any
  replacement person as if references to Dr. John Coustas were references
  to that replacement person; (c) a change in the direct and ultimate ownership
  of any shares of a Borrower or ultimate control of voting rights of those
  shares; (d) the shares of the Guarantor cease to be listed on NYSE or NASDAQ
  or any recognised investment exchange (as that term is used in the Financial
  Services and Markets Act 2000); or (e) the issued voting share capital of the
  Guarantor being held, legally or beneficially, by one or more party being no
  member of the Coustas Family as per (a) above, who when acting in
  concert control more than 20% of the voting rights in the Guarantor. For
  these purposes, acting in concert means
  a group of persons who, pursuant to an agreement or understanding (whether
  formal or informal), actively co-operate: (i) in the exercise of voting
  rights attached to shares directly or indirectly controlled by them; or (ii)
  through the acquisition directly or indirectly of such shares by any of them,
  either directly or indirectly, to obtain or consolidate control over such
  shares. Charged Assets means
  the assets over which the Security is expressed to be created pursuant to any
  Security Document. Charterhire means
  all amounts of charterhire due and payable to each Borrower under its Time
  Charter. 4


Classification
  means, in relation to each Vessel, the classification as set out in
  Article I of each Shipbuilding Contract or such other classification as
  the Agent (acting on the approval of the Majority Lenders acting reasonably)
  shall, at the request of the Borrower, have agreed in writing shall be
  treated as the classification. Classification
  Society means, in relation to each Vessel, Germanischer Lloyd or such
  other classification society which the Agent shall, at the request of a
  Borrower, have agreed (acting reasonably) in writing shall be treated as the
  Classification Society for that Vessel. Commitment means: (a) in relation to an Original Lender in
  respect of any Tranche, the amount in Dollars set opposite its name under the
  heading Tranche A Commitment in respect of any Tranche A Loan, Tranche B
  Commitment in respect of any Tranche B Loan and Tranche C Commitment in
  respect of any Tranche C Loan, respectively as set out in Part II of
  Schedule 1 (The Original Parties) and
  the amount of any other Commitment in relation to that Tranche transferred to
  it under this Agreement or assumed by it in accordance with Clause 2.9 (Increase); and (b) in relation to any other
  Lender, the amount in Dollars of any Commitment transferred to it under this
  Agreement or assumed by it in accordance with Clause 2.9 (Increase), to the extent not
  cancelled, reduced or transferred by it under this Agreement. Competent Authority means any
  authority, agency, trust, department, inspectorate, minister, ministry,
  board, division, office, commission or instrumentality, official or public or
  statutory person (whether autonomous or not and/or having a distinct legal
  personality) having jurisdiction over any of the parties to or the subject
  matter of any of the Finance Documents. Compliance Certificate means a certificate substantially in
  the form set out in Schedule 8 (Form of
  Compliance Certificate). Compulsory
  Acquisition means requisition of title or other compulsory
  acquisition, requisition, appropriation, expropriation, deprivation,
  forfeiture or confiscation for any reason of a Vessel, whether de jure or de facto, but shall exclude requisition for use or hire not
  involving requisition of title. Confidential
  Information means all information relating to any Obligor, the Group,
  the Transaction Documents or the Facility of which a Secured Party becomes
  aware in its capacity as, or for the purpose of becoming, a Secured Party or
  which is received by a Secured Party in relation to, or for the purpose of
  becoming a Secured Party under, the Finance Documents or the Facility from
  either: (a) any member of the Group or any of its advisers; or (b) another
  Secured Party, if the information was obtained by that Secured Party directly
  or indirectly from any member of the Group or any of its advisers, in whatever
  form, and includes information given orally and any document, electronic file
  or any other way of representing or recording information which contains or
  is derived or copied from such information but excludes information that: 5


(i)is or becomes public information
  other than as a direct or indirect result of any breach by that Secured Party
  of Clause 27.7 (Disclosure of
  confidential information); (ii) is identified in writing at the time
  of delivery as non-confidential by any member of the Group or any of its
  advisers; or (iii) is known by that Secured Party before the date the
  information is disclosed to it in accordance with paragraphs (a) or
  (b) above or is lawfully obtained by that Secured Party after that date,
  from a source which is, as far as that Secured Party is aware, unconnected
  with the Group and which, in either case, as far as that Secured Party is
  aware, has not been obtained in breach of, and is not otherwise subject to,
  any obligation of confidentiality. Confidentiality
  Undertaking means a confidentiality undertaking substantially in a
  recommended form of the LMA or in any other form agreed between the Obligors
  and the Agent (acting on the instructions of the Majority Lenders). Consolidated Debt has the meaning
  given to it in Clause 21 (Financial
  Covenants). Contract Price means,
  in relation to each Vessel, the price payable by the relevant Borrower to the
  Seller for the purchase of that Vessel in accordance with the Shipbuilding
  Contract for that Vessel (as, subject to Clause 23.1 (Shipbuilding Contract) of this Agreement, amended,
  supplemented and novated from time to time), being US$113,000,000 plus any
  increases or less any decreases due to any adjustment or modifications, if
  any, pursuant to and in accordance with the relevant Shipbuilding Contract. Coustas Family means Dr. John
  Coustas, and any Associate of Dr John Coustas. Current Assets has the meaning given to it in Clause 21 (Financial covenants). Current Liabilities has the
  meaning given to it in Clause 21 (Financial
  covenants). Debt Purchase
  Transaction means, in relation to a person, a transaction where such
  person: (a) purchases by way of assignment or transfer; (b) enters into any
  sub-participation in respect of; or (c) enters into any other agreement or arrangement
  having an economic effect substantially similar to a sub-participation in
  respect of, any Commitment or amount outstanding under this Agreement. Default means an Event of Default
  or any event or circumstance specified in Clause 26 (Events of Default) which would (with the expiry of a grace
  period, the giving of notice, the making of any determination under the
  Finance Documents or the Sinosure Insurance Policy or any combination of any
  of the foregoing) be an Event of Default. Defaulting Lender means any Lender: (a) which has failed to
  make its participation in a Loan available or has notified the Agent that it
  will not make its participation in a Loan available by the Utilisation Date
  of that Loan in accordance with Clause 5.4 (Lenders participation); 6


(b) which has
  otherwise rescinded or repudiated a Finance Document; or (c) with respect to
  which an Insolvency Event has occurred and is continuing, unless, in the case
  of paragraph (a) above: (i) its failure to pay is caused by: (A) administrative
  or technical error; or (B) a Disruption Event; and payment is made within 3
  Business Days of its due date; or (ii) the Lender is disputing in good faith
  whether it is contractually obliged to make the payment in question. Delivery means, in relation to
  each Vessel, the delivery of that Vessel by the Seller to, and the acceptance
  of the Vessel by, the relevant Borrower pursuant to the relevant Shipbuilding
  Contract. Delivery Date means,
  in relation to each Vessel, the date on which Delivery occurs. Delivery Date Backstop means 21
  December 2011 for Vessel A, 31 January 2012 for Vessel B and 26
  January 2012 for Vessel C, or such later dates may be permitted under
  the relevant Shipbuilding Contract for each Vessel as previously approved in
  writing by the Agent (acting on the instructions of the Majority Lenders). Delivery Instalment Fund Transfer Date means,
  in relation to a Vessel, the date that the Final Instalment of the Contract
  Price is to be deposited with the Sellers Bank prior to the Delivery Date
  applicable to that Vessel in accordance with the terms of the Shipbuilding
  Contract relating to that Vessel. Disruption
  Event means either or both of: (a) a material disruption to those
  payment or communications systems or to those financial markets which are, in
  each case, required to operate in order for payments to be made in connection
  with the Facilities (or otherwise in order for the transactions contemplated
  by the Finance Documents to be carried out) which disruption is not caused by,
  and is beyond the control of, any of the Parties; or (b) the occurrence of
  any other event which results in a disruption (of a technical or
  systems-related nature) to the treasury or payments operations of a Party
  preventing that, or any other Party: (i) from performing its payment
  obligations under the Finance Documents; or (ii) from communicating with
  other Parties in accordance with the terms of the Finance Documents, and
  which (in either such case) is not caused by, and is beyond the control of,
  the Party whose operations are disrupted. 7


DOC means a
  document of compliance issued to an Operator in accordance with rule 13
  of the ISM Code. Earnings means
  all moneys whatsoever from time to time due or payable to the Borrowers
  arising out of the use or operation of the Vessels including (but without
  limiting the generality of the foregoing) all amounts payable under the Time
  Charters and all freight, hire and passage moneys, income arising out of
  pooling arrangements, compensation payable to the Borrowers in the event of
  requisition of any of the Vessels for hire, remuneration for salvage or
  towage services, demurrage and detention moneys, contributions in general
  average and damages for breach (or payments for variation or termination) of
  any charter party or other contract for the employment of any of the Vessels.
  Earnings Account means: (a)
  in relation to Borrower A, the account entitled EARNINGS A/C with account
  number 0444663968, opened by Borrower A as beneficiary with the Account Bank
  as beneficiary bank (CITIGRAA) and Citibank N.A. New York as correspondent
  bank (CITIUS33) or such other account as is designated by the Agent and the
  Borrower to be such Borrowers Earnings Account for the purpose of this
  Agreement; (b) in relation to Borrower B, the account entitled EARNINGS A/C
  with account number 0444664961, opened by Borrower B as beneficiary with the
  Account Bank as beneficiary bank (CITIGRAA) and Citibank N.A. New York as
  correspondent bank (CITIUS33) or such other account as is designated by the
  Agent and the Borrower to be such Borrowers Earnings Account for the purpose
  of this Agreement; and (c) in relation to Borrower C, the account entitled
  EARNINGS A/C with account number 0444665965, opened by Borrower C as
  beneficiary with the Account Bank as beneficiary bank (CITIGRAA) and Citibank
  N.A. New York as correspondent bank (CITIUS33) or such other account as is
  designated by the Agent and the Borrower to be such Borrowers Earnings
  Account for the purpose of this Agreement. EBITDA has the meaning given to it in Clause 21 (Financial covenants). Environment means living organisms
  including the ecological systems of which they form part and the following
  media: (a) air (including air within natural or man-made structures, whether
  above or below ground); (b) water (including territorial, coastal and inland
  waters, water under or within land and water in drains and sewers); and (c)
  land (including land under water). Environmental
  Claim means any litigation, arbitration or administrative proceedings
  and any and all enforcement, clean-up, removal or other governmental or
  regulatory actions or orders instituted or completed pursuant to any
  Environmental Law or any Environmental Licence together with claims made by
  any third party relating to damage, contribution, loss or injury, 8


resulting in
  any such case from any actual or threatened emission, spill, release or
  discharge of a Hazardous Substance from any Vessel or any other breach of
  Environmental Law. Environmental
  Law means all laws and regulations of any relevant jurisdiction and
  any IMO Guidelines, international treaties and conventions and international
  maritime regulations concerning or applicable with regard to: (a) the
  pollution or protection of, or compensation of harm or damage to, the
  Environment; (b) occupational or public health and safety; or (c) emissions,
  discharges or releases into, or the presence in, the Environment or the use,
  treatment, storage, disposal, transportation or handling of Hazardous
  Substances (including, without limitation, taxation or any obligation to
  purchase credits or allowances or to provide financial security with regard
  to any such activities). Environmental
  Licence means any Authorisation required at any time under
  Environmental Law in respect of any Vessel or its operation or the carriage
  of cargo and/or passengers thereon and/or the provision of goods and/or
  services on or from any Vessel. Event
  of Default means any event or circumstance specified as such in
  Clause 26 (Events of Default). Excess Value has the meaning
  given to it in Clause 21 (Financial
  Covenants). Existing Hedging
  Documents means the 2002 ISDA Master Agreement dated 5
  December 2007 between the Original Hedging Bank and the Guarantor, as
  amended on 21 January 2008 hedging documents including the confirmations
  in respect of the following Transactions (as defined therein): Contract Trade Date Effective Date
  Termination Date Notional Amount on Effective Date 04/17/2007
  4/17/2008 4/17/2015 $ 200,000,000 04/20/2007 4/20/2010 4/20/2015 $ 200,000,000 10/23/2007 10/25/2009 10/27/2014 $ 250,000,000 11/02/2007
  11/6/2010 11/6/2015 $ 250,000,000 11/26/2007 11/29/2010 11/30/2015 $ 100,000,000 02/07/2008 2/11/2011 2/11/2016 $ 200,000,000 Existing Supervisor means Danaos
  Shipping Co. Ltd, a company incorporated under the laws of Cyprus. Facility means the term loan
  facility made available under this Agreement as described in Clause 2.1 (The Facility). 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 five Business
  Days 9


written notice)
  as the office or offices through which it will perform its obligations under
  this Agreement. Fee Letter means:
  (a) any letter or letters dated on or about the date of this Agreement
  between, as the case may be, the Arrangers and a Borrower, the Agent and a
  Borrower or the Sinosure Agent, the Security Agent or the Account Bank and a
  Borrower setting out any of the fees referred to in Clause 11 (Fees); and (b) any agreement setting out fees payable to a Finance Party
  referred to in paragraph (d) of Clause 2.9 (Increase). Final
  Instalment means in relation to a Vessel, the instalments of the
  Contract Price payable on the Delivery Instalment Fund Transfer Date relating
  to that Vessel. Final Maturity Date
  means: (a) in relation to Tranche A, the date falling ten years after
  the Delivery Date for Vessel A; (b) in relation to Tranche B, the date
  falling ten years after the Delivery Date for Vessel B; and (c) in relation
  to Tranche C, the date falling ten years after the Delivery Date for Vessel
  C. Finance Document means
  this Agreement, any Fee Letter, any Hedging Document, the lntercreditor
  Agreement, the Managers Undertaking, any Security Document and any other
  document which is from time to time designated as such by the Agent and the
  Obligors in writing and any other agreement or instrument that may be entered
  into in connection with those documents. Finance Party means the Agent, the Sinosure Agent, the
  Security Agent, an Arranger, the Account Bank or a Lender. Financial Indebtedness means any
  indebtedness for or in respect of: (a) moneys borrowed; (b) any amount raised
  by acceptance under any acceptance credit facility or dematerialised
  equivalent; (c) any amount raised pursuant to any note purchase facility or
  the issue of bonds, notes, debentures, loan stock or any similar instrument;
  (d) the amount of any liability in respect of any lease or hire purchase contract
  which would, in accordance with applicable GAAP, be treated as a finance or
  capital lease; (e) receivables sold or discounted (other than any receivables
  to the extent they are sold on a non-recourse basis); (f) any amount raised
  under any other transaction (including any forward sale or purchase
  agreement) having the commercial effect of a borrowing; 10


(g) any
  derivative transaction entered into in connection with protection against or
  benefit from fluctuation in any rate or price (and, when calculating the
  value of any derivative transaction, only the marked to market value shall be
  taken into account); (h) shares which are expressed to be redeemable; (i) any
  counter-indemnity obligation in respect of a guarantee, indemnity, bond,
  standby or documentary letter of credit or any other instrument issued by a
  bank or financial institution; and (j) the amount of any liability in respect
  of any guarantee or indemnity for any of the items referred to in paragraphs
  (a) to (i) above. First
  Repayment Date means: (a) in relation to Tranche A, the date falling
  six months after the Delivery Date for Vessel A; (b) in relation to Tranche
  B, the date falling six months after the Delivery Date for Vessel B; and (c)
  in relation to Tranche C, the date falling six months after the Delivery Date
  for Vessel C. Flag State means,
  in relation to each Vessel, Malta or such other state or territory proposed
  in writing by a Borrower and approved by the Agent (acting on the
  instructions of the Majority Lenders acting reasonably) in writing. GAAP means generally accepted
  accounting principles, standards and practices in the United States of
  America or, if adopted, IFRS. Group
  means the Guarantor and each of its Subsidiaries for the time being. Hazardous Substance means any
  waste, pollutant, emission, contaminant, oil (including as defined in the US
  Oil Pollution Act of 1990), hazardous substances (including as defined in the
  US Comprehensive Environmental Response Compensation and Liability Act of
  1980) or other substance (including any liquid, solid, gas, ion, living
  organism or noise) that may be harmful to human health or other life or the
  Environment or that may make the use or ownership of any affected land or
  property more costly. Hedging Bank means
  (a) the Original Hedging Bank; and (b) any other Lender or Affiliate of a
  Lender which has become a Hedging Bank in accordance with the terms of the
  lntercreditor Agreement, which in each case has not ceased to be a Hedging
  Bank in accordance with the terms of this Agreement. For the avoidance of
  doubt, a person shall not cease to be a Hedging Bank solely as a result of
  its ceasing to be a Lender or an. Affiliate of a Lender. Hedging Documents means
  (i) the Existing Hedging Documents and (ii) any hedging documents
  (including any confirmations in respect of Transactions entered into
  thereunder) executed or (as the case may be) to be executed by any Obligor
  and a Hedging Bank for the purpose of hedging any Obligors exposure under or
  in respect of this Agreement to fluctuations in interest rates and any
  replacement thereof entered into in accordance with this Agreement. 11


Hedging Documents Assignmentmeans the
  assignment(s) of the Guarantors rights under the Existing Hedging
  Documents to which the Guarantor is a party, executed or (as the case may be)
  to be executed by the Guarantor in favour of the Security Agent in the form
  set out in Schedule 19 (Hedging
  Documents Assignment). Home
  Jurisdiction means, in relation to any person, the jurisdiction under
  the laws of which that person is constituted. IFRS means international accounting standards within the
  meaning of the IAS Regulation 1606/2002 to the extent applicable to the
  relevant financial statements. Illegality
  Event means: (a) it being or becoming impossible or unlawful under
  any applicable law of a Lenders Home Jurisdiction or of any jurisdiction in
  which any action is required to be performed by that Lender for the purposes
  of any Finance Document for that Lender to participate in, or maintain its
  participation in the relevant Loan, to perform any of its material
  obligations or to exercise any of its material rights under any of the
  Finance Documents; (b) any Finance Document becoming invalid, ineffective or
  unenforceable, in whole or in part, or ceasing to constitute the legally
  valid, binding and enforceable obligations of the parties with the result that
  the interests of any Finance Party under any Finance Document are materially
  and adversely affected; or (c) any Security Document ceasing to constitute
  perfected Security in the relevant Security Property, in each case as a
  result of an event which is not caused by, and is beyond the control of, the
  Obligors. Illegality Repayment Date
  means, in relation to an Illegality Event, the earliest of: (a) if the
  Illegality Event has occurred, the date notified to the Borrower by the Agent
  to be the Illegality Repayment Date; (b) if the Illegality Event has not
  occurred, the date falling thirty (30) days before the date on which the
  Illegality Event will occur; and (c)
  the date agreed by the Agent and the Borrower which falls before the
  dates referred to in paragraphs (a) and (b) above which would
  enable the Borrower to minimise the amounts that it is required to pay under
  paragraph (b) of Clause 7.9 (Restrictions). IMO means the International
  Maritime Organisation. IMO
  Guidelines means any guidelines adopted by the IMO from time to time.
  Increase Confirmation means
  a confirmation substantially in the form set out in Schedule Schedule 12 (Form of Increase Confirmation). Increase Lender has the
  meaning given to that term in Clause 2.9 (Increase). Increased
  Costs means: 1


(a) a reduction
  in the rate of return from the Facility or on a Finance Partys (or its
  Affiliates) overall capital; (b) an additional or increased cost; or (c) a
  reduction of any amount due and payable under any Finance Document, which is
  incurred or suffered by a Finance Party or any of its Affiliates to the
  extent that it is attributable to that Finance Party having entered into its
  Commitment or funding or performing its obligations under any Finance
  Document. Indemnitee means
  each Secured Party, its successors and assigns, and its shareholders,
  Affiliates, officers, agents and employees. Insolvency Event in relation to a Finance Party means the
  appointment of a liquidator, receiver, administrative receiver,
  administrator, compulsory manager or other similar officer in respect of that
  Finance Party or all or substantially all of that Finance Partys assets or
  any analogous procedure or step is taken in any jurisdiction with respect to
  that Finance Party. Insurance
  Advisor means an internationally recognised insurance advisor to be
  appointed by the Agent at its discretion. Insurance Proceeds means all proceeds of the Insurances
  payable to or received by or on behalf of any Obligor but excluding any such
  proceeds paid directly to a third party claimant. Insurances means all contracts and policies of insurance
  and/or reinsurance and all entries in clubs and/or associations, of any kind
  relating to the Vessels taken out or, as the context requires, to be taken
  out from time to time and maintained in accordance with the Finance
  Documents, as more particularly described in Clause 25 (Insurances). Insured has the meaning given to
  it in the Sinosure Insurance Policy. Insurers
  means the entities with whom the Insurances are effected and
  maintained. Intercreditor Agreement
  means the intercreditor agreement entered into on the date of this
  Agreement between the Original Lenders, the Agent, the Security Agent, the
  Original Hedging Bank and the Obligors. Interest Expense has the meaning given to it in Clause 21 (Financial covenants). Interest Period means, in relation
  to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation
  to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest). ISM Code means the International
  Management Code for the Safe Operation of Ships and for Pollution Prevention
  constituted pursuant to Resolution A 741
  (18) and A 788 (19) of the International Maritime Organisation and
  incorporated into the International Convention for the Safety of Life at Sea
  (SOLAS), 1974 (as amended), and includes any amendments or extensions thereto
  and any regulation issued pursuant thereto. ISPS Code means the International Ship and Port Facility
  Security Code adopted by the International Maritime Organisation and includes
  any amendments or extensions thereto and any regulation issued pursuant
  thereto. 2


LCIAmeans the LCIA, previously known
  as the London Court of International Arbitration. LCIA Rules means the Rules of Arbitration of the LCIA at
  the time a Party files a request for arbitration in accordance with Clause
  43.1(a) of this Agreement. Lender
  means: (a) any Original Lender; and (b) any other bank, financial institution, trust, fund or
  other entity which has become a Party in accordance with Clause 2.9 (Increase) or Clause 27 (Changes to the Lenders), which in
  each case has not ceased to be a Party in accordance with the terms of this
  Agreement and Lenders means
  all of them. Liabilities means
  all present and future moneys, debts and liabilities and obligations due,
  owing or incurred by the Obligors to any Secured Party under or in connection
  with any Finance Document (in each case, whether alone or jointly, or jointly
  and severally, with any other person, whether actually or contingently and
  whether as principal, guarantor, surety or otherwise). LIBOR means, in relation to any
  Loan: (a) the applicable Screen Rate; or (b) (if no Screen Rate is available
  for Dollars or the Interest Period of that Loan) the arithmetic mean of the
  rates (rounded upwards to four decimal places) as supplied to the Agent at
  its request quoted by the Reference Banks to leading banks in the London
  interbank market, as of the Specified Time on the Quotation Day for the
  offering of deposits in Dollars for a period comparable to the Interest
  Period for that Loan. LMA means the Loan Market Association. Loan means a Tranche A Loan, a
  Tranche B Loan or a Tranche C Loan. Losses
  includes all losses, payments, damages, liabilities, claims,
  proceedings, actions, penalties, fines, duties, fees, rates, levies, charges,
  demands, royalties or other sanctions of a monetary nature, insurance
  premiums, calls, judgements, costs and expenses and Loss shall be construed accordingly. Loss Payable Clause means the loss payable clause
  substantially in the form set out in Schedule 11 (Form of Loss Payable Clause). Majority Hedging Bank has the meaning given to that term in
  the Intercreditor Agreement. Majority
  Lenders means: (a) if there are no Loans then outstanding, at least 2
  Lenders whose Commitments aggregate not less than 71 per cent, of the Total
  Commitments (or, if the Total Commitments have been reduced to zero,
  aggregated not less than 71 per cent, of the Total Commitments immediately
  prior to the reduction); or (b) at any other time, at least 2 Lenders whose
  participations in the Loans then outstanding aggregate not less than 71 per
  cent, of all the Loans then outstanding. 3


Management Agreementmeans: (a) in
  relation to Vessel A, the management agreement to be entered into between
  Borrower A and the Manager; (b) in relation to Vessel B, the management
  agreement to be entered into between Borrower B and the Manager; and (c) in
  relation to Vessel C, the management agreement to be entered into between
  Borrower C and the Manager, and collectively the Management Agreements. Management
  Agreement Assignment means each assignment of a Borrowers rights
  under the Management Agreement to which it is a Party, executed or (as the
  case may be) to be executed by the relevant Borrower in favour of the
  Security Agent and collectively the Management Agreement Assignments. Manager means, in relation to each
  Vessel, Danaos Shipping Company Limited or any replacement thereof as manager
  of the relevant Vessel appointed by the Borrower with the prior written
  consent of the Agent (acting on the instructions of the Majority Lenders). Managers Undertaking means, in
  relation to each Vessel, an undertaking executed or to be executed by the
  Manager in favour of the Security Agent in the form set out in Schedule 16 (Form of Managers Undertaking). Mandatory Cost means the
  percentage rate per annum calculated by the Agent in accordance with Schedule
  4 (Mandatory Cost formula). Margin means 2.85 per cent. per
  annum. Material Adverse Effect means
  a material adverse effect on or material adverse change in: (a) the business,
  condition (financial or otherwise) or operations, performances, properties or
  prospects of the Group or the Obligors taken as a whole; (b) the ability of
  any Obligor to perform and comply with its obligations under any Finance
  Document or the ability of Sinosure to perform and comply with its
  obligations under the Sinosure Insurance Policy; (c) the validity, legality
  or enforceability of any Finance Document or the Sinosure Insurance Policy or
  the rights or remedies of any Secured Party thereunder; or (d) the validity,
  legality or enforceability of any Security expressed to be created pursuant
  to any Security Document or on the priority and ranking of any of that
  Security. Mil Policy means a
  mortgagees interest policy on terms and conditions provided by an
  independent insurance broker as approved by the Security Agent and maintained
  by the Security Agent in accordance with Clause 25 (Insurance). 4


Minimum Liquidityhas the meaning
  given to it in Clause 21 (Financial
  covenants). Month means
  a period starting on one day in a calendar month and ending on the
  numerically corresponding day in the next calendar month, except that: (a) if
  the numerically corresponding day is not a Business Day, that period shall
  end on the next Business Day in that calendar month in which that period is
  to end if there is one, or if there is not, on the immediately preceding Business
  Day; and (b) if there is no numerically corresponding day in the calendar
  month in which that period is to end, that period shall end on the last
  Business Day in that calendar month. The above rules will only apply to
  the last Month of any period. Mortgage
  means each first priority mortgage in the form approved by the Flag
  State and any deed of covenant collateral thereto, respectively executed or
  to be executed in respect of the Vessels by the relevant Borrower in favour
  of the Security Agent in the form set out in Schedule 13 (Form of Mortgage) and
  collectively the Mortgages. New Lender has the meaning given
  to it in Clause 27.1 (Assignments
  and transfers by the Lenders). Obligor
  means a Borrower or the Guarantor. Operative Documents means: (a) the Management Agreements; (b)
  the Shipbuilding Contracts; (c) the Sinosure Insurance Policy; (d) the Time
  Charters; and (e) any other document which the Borrowers and the Agent agree
  in writing to be material to the financing hereunder and designate as an
  Operative Document, in each case until such document has lapsed, been fully
  performed or expired in accordance with its terms. Operator means any person who is from time to time concerned
  in the operation of a Vessel and falls within the definition of Company set
  out in rule 1.1.2 of the ISM Code. Original Financial Statements means in relation to the
  Guarantor, the audited consolidated financial statements of the Group for the
  financial year ended 31 December 2009. Participating Member State means any member state of the
  European Communities that adopts or has adopted the euro as its Lawful
  currency in accordance with legislation of the European Community relating to
  Economic and Monetary Union. Party means
  a party to this Agreement including any New Lender who has become a party to
  this Agreement pursuant to Clause 27.5 (Procedure
  for transfer) and, for the purposes of Clause 29 (Role of the Security Agent, the Agent and
  the Arranger) and Schedule 7
  (Security Agency provisions), includes any Secured Party. 5


Permitted
  Liens means: (a) any Security in favour of a Secured Party created pursuant
  to the Security Documents; (b) any lien for masters, officers, crews or
  stevedores wages outstanding in the ordinary course of trading; (c) any lien
  for salvage or collision; (d) any ship repairers or outfitters possessory
  lien for a sum not (except with the prior written consent of the Agent)
  exceeding $750,000 but only to the extent such lien does not, when aggregated
  with any other such lien existing in respect of the Group, exceed $2,000,000;
  (e) liens arising in the ordinary course of trading by statute or by
  operation of law in respect of obligations which are not overdue; (f) any
  Security over goods supplied to a Borrower in the ordinary course of business
  arising out of the retention of title or similar provision in the suppliers
  standard conditions of supply when the amount secured by such Security does
  not exceed $500,000; and (g) liens for Taxes which are either not yet
  assessed or, if assessed, not yet due, or which are being contested in good
  faith by appropriate proceedings (and for the payment of which adequate
  reserves have been provided) so long as any such proceedings or the continued
  existence of such lien do not involve any reasonable likelihood of the sale,
  forfeiture or loss of, or of any interest in, a Vessel, provided that in the
  case of paragraph (b) to (f), the amounts which give rise to such
  Security are not overdue or which are being contested in good faith by appropriate
  proceedings (and for the payment of which adequate reserves have been
  provided) so long as any such proceedings or the continued existence of such
  lien do not involve any reasonable likelihood of the sale, forfeiture or loss
  of, or of any interest in, a Vessel. Pollutant
  means and includes pollutants, contaminants, toxic substances, oil as
  defined in the United States Oil Pollution Act of 1990 and all hazardous
  substances as defined in the United States Comprehensive Environmental
  Response, Compensation and Liability Act 1980; PRC means the Peoples Republic of China. Preplacement Date for a Vessel,
  has the meaning given to it in Clause 4.2(b). Quotation Day means, in relation to an interest rate to be
  determined for a daily period, that day, and in relation to any other period
  for which an interest rate is to be determined, two Business Days before the
  first day of that period unless market practice differs in the Relevant
  Interbank Market, in which case the Quotation Day will be determined by the
  Agent in accordance with market practice in the Relevant Interbank Market
  (and if quotations for that currency and period would normally be given by
  leading banks in the Relevant interbank Market on more than one day, the Quotation Day will be
  the last of those days). 17


Reference Banksmeans, in
  relation to LIBOR and Mandatory Cost, the principal London offices of
  Citibank N.A., HSBC Bank PLC and Barclays Bank PLC or such other banks as may
  be appointed by the Agent in consultation with the Obligors. Registry means the offices of the
  Malta International Ship Register or such other registry of such other state
  or territory proposed in writing by a Borrower and approved by the Agent in
  writing. Regulatory Agency means
  any Competent Authority or other organisation in the Flag State which has
  been designated by the government of the Flag State to implement and/or
  administer the provisions of the ISM Code. Related Fund in relation to a fund (the first fund), means a fund which is
  managed or advised by the same investment manager or investment adviser as
  the first fund, or if it is managed by a different investment manager or
  investment adviser, a fund whose investment manager or investment adviser is
  an Affiliate of the investment manager or investment adviser of the first
  fund. Related Indemnitee means,
  in relation to any Party, any shareholder, Affiliate, officer, agent or
  employee of that Party who is an Indemnitee.
  Relevant Interbank Market means
  the London interbank market. Relevant
  Period has the meaning given to it in Clause 21 (Financial covenants). Repayment Date means in relation
  to each Tranche, the First Repayment Date relating to that Tranche and each
  date falling at six-Monthly intervals thereafter up to and including the
  Final Maturity Date relating to that Tranche. Repeating Representations means each of the representations
  set out in Clauses 19.1(a) (Status)
  to 19.1(d) (Power and
  authority), 19.1(f) (Governing
  law and enforcement), 19.1(i) (No default), 19.1(k) (Financial statements) to 19.1(y) (Solvency) and, following a Delivery Date, Clauses
  19.2(a) (Vessels) to
  19.2(h) (ISM Code and ISPS Code
  compliance). Representative means
  any delegate, agent, manager, administrator, nominee, attorney, trustee or
  custodian. Requisition Compensation
  means all sums of money or other compensation from time to time
  payable by reason of the Compulsory Acquisition of a Vessel. Scheduled Delivery Date for a
  Vessel, has the meaning given to it in Clause 4.2(b). Screen Rate means the British Bankers Association Interest
  Settlement Rate for Dollars for the relevant period displayed on the
  appropriate page of the 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 Obligors and the Lenders. Secured
  Party means a Finance Party and/or a Hedging Bank. Security means a mortgage, charge,
  pledge, lien, hypothecation, assignment, trust arrangement, or other security
  interest securing any obligation of any person or any other agreement or
  arrangement having a similar effect. 18


Security Documentmeans: (a) the
  Accounts Charges; (b) the Assignments of Earnings and Insurances; (c) the
  Hedging Documents Assignment; (d) the Managers Undertaking; (e) the
  Mortgages; (f) the Management Agreement Assignments; (g) the Share Charges;
  (h) the Time Charter Assignments; and (i) all other agreements and documents
  executed from time to time pursuant to any of the foregoing including, to the
  extent not listed above, all notices of assignment given pursuant to, and as
  contemplated by, any of the documents in paragraphs (a) to
  (h) above and the acknowledgements to the notices of assignment (in a
  form acceptable to the Agent) and any present or future document confirming
  or evidencing any Security or guarantee for, or in relation to, any amount
  owed to the Secured Parties; and (j) any other agreement or document which
  the Security Agent may from time to time designate in writing as a Security
  Document with the consent of the Borrowers (such consent not to be
  unreasonably withheld or delayed). Security
  Property has the meaning given to it in Schedule 7 (Security agency provisions). Seller means, together, the
  Shipbuilder and China Shipbuilding Trading Company Limited, a company
  organised and existing under the laws of the Peoples Republic of China,
  having its registered office at Marine Tower, No.1 Pudong Da Dao, Shanghai
  200120, the Peoples Republic of China. Sellers Account means the account of the Seller held with the
  Sellers Bank at Bank of China, New York Branch, 410 Madison Avenue, New
  York, N.Y. 10017, USA, for credit to the account of the Shipbuilder with Bank
  of China, Head Office, Banking Department, Beijing, the Peoples Republic of
  China with account number 00070318094014. Sellers Bank means a bank of the Seller previously approved
  in writing by the Agent. Senior
  Discharge Date has the meaning given to that term in the
  intercreditor Agreement. Share Charge
  means each share charge executed or (as the case may be) to be
  executed by the legal and beneficial owners of the issued share capital in
  each Borrower in favour of the Security Agent in the form set out in Schedule
  18 (Form of Share Charge) and
  collectively the Share Charges. Shipbuilder
  means Shanghai Jiangnan Changxing Heavy Industry Company Limited, a
  company organised and existing under the laws of the Peoples Republic of
  China, having its registered office at Fangyuan Mansion, 56(Yi), Zhongguancun
  Nan Da Jie, Beijing 100044, The Peoples Republic of China. 19


Shipbuilding
  Contract means: (a) in relation to Vessel A, the shipbuilding contract
  entered into in respect of Vessel A between Borrower A and the Seller dated 2
  March 2007; (b) in relation to Vessel B, the shipbuilding contract
  entered into in respect of Vessel B between Borrower B and the Seller dated 2
  March 2007; and (c) in relation to Vessel C, the shipbuilding contract
  entered into in respect of Vessel C between Borrower C and the Seller dated 2
  March 2007, and collectively the Shipbuilding Contracts. Sinosure means China
  Export & Credit Insurance Corporation, a company incorporated under
  the laws of PRC, having its head office at Fortune Times Building, 11
  Fenghuiyuan, Xicheng District, Beijing, China. Sinosure Insurance Policy means the policy of medium and long
  term export insurance issued by Sinosure to the Insured in respect of the
  risks arising under this Agreement, providing a compensation covering no less
  than 95% of the aggregate of the principal and accrued interest under the
  Facility commercial and political cover in a form and substance acceptable to
  the Lenders. Sinosure Premium means
  the insurance premium of US$8,798148.66 payable in Dollars to Sinosure
  under the Sinosure insurance Policy in respect of the cover provided by
  Sinosure under the Sinosure Insurance Policy. SMC means a safety management
  certificate to be issued in respect of each of the Vessels in accordance with
  rule 13 of the ISM Code. Specified
  Amount has the meaning given to it in Clause 20.6(e). Specified Time means a time
  determined in accordance with Schedule 9 (Timetables). Subsidiary
  means in relation to any company, corporation or other legal entity,
  (a holding company), a company,
  corporation or other legal entity: (a) which is controlled, directly or
  indirectly, by the holding company; (b) more than half the issued share
  capital of which is beneficially owned, directly or indirectly, by the
  holding company; or (c) which is a subsidiary of another subsidiary of the
  holding company, and, for this purpose, a company or corporation shall be
  treated as being controlled by another if that other company or corporation
  is able to determine the composition of the majority of its board of
  directors or equivalent body. Swap
  Rate means for any applicable period: (a) the rate per annum equal to
  the quotation for US Dollars for a period equal to, or as near as possible
  equal to, the relevant applicable period which appears on page ISDAFIXI (or
  other replacement or appropriate page) of the Reuters Monitor Money Rates
  Service 20


on the Second
  Business Day prior to the commencement of the applicable period as of 11.00
  am New York time; and (b) if the Majority Lenders do not consider the rate
  quoted by Reuters Monitor Money Rates Service to accurately reflect the
  interest swap rate or if no rate is quoted on the appropriate page of
  the Reuters Monitor Money Rates Service, the rate per annum determined by the
  Majority Lenders to be the Interest Rate Swap Rate for a period equal to, or
  as near as possible equal, to the relevant applicable period. Tax means any tax, levy, impost,
  duty or other charge or withholding of a similar nature (including any
  penalty or interest payable in connection with any failure to pay or any
  delay in paying any of the same). Taxes
  Act means the Income and Corporation Taxes Act 1988. Time Charter means: (a) in
  relation to Vessel A, the time charter entered into in respect of Vessel A
  between Borrower A and the Time Charterer dated 17 September 2007; (b)
  in relation to Vessel B, the time charter entered into in respect of Vessel B
  between Borrower B and the Time Charterer dated 17 September 2007; and
  (c) in relation to Vessel C, the time charter entered into in respect of
  Vessel C between Borrower C and the Time Charterer dated 17
  September 2007, and collectively the Time Charters. Time
  Charter Assignment means each assignment of the Time Charter relating
  to a Vessel, executed or to be executed by the relevant Borrower relating to
  that vessel in favour of the Security Agent in the form set out in Schedule
  14 (Form of Time Charter
  Assignment) and collectively the Time Charter Assignments. Time Charterer means CMA CGM S.A.,
  or any other entity approved by the Agent (acting on the instructions of the
  Majority Lenders) as a time charterer. Total Adjusted Assets has the meaning given to it in Clause 21
  (Financial covenants). Total Commitments means the
  aggregate of the Commitments being US$203,400,000 at the date of this
  Agreement. Total Loss means,
  in relation to each Vessel: (a) the actual, constructive, compromised, agreed
  or arranged total loss of that Vessel; or (b) the Compulsory Acquisition of
  that Vessel; or (c) the hijacking, theft, condemnation, capture, seizure,
  arrest, detention or confiscation of that Vessel (other than where the same
  amounts to Compulsory Acquisition of that Vessel) which deprives the relevant
  Borrower of the use of such Vessel for 30 consecutive days; Total Loss Date means, in relation
  to each Vessel: 21


(a) in the case
  of an actual total loss of a Vessel, on the actual date and at the time such
  Vessel was lost or, if such date is not known, on the date on which such
  Vessel was last reported; (b) in the case of a constructive total loss of a
  Vessel, upon the date and at the time notice of abandonment of that Vessel is
  given to the insurers of such Vessel for the time being (provided a claim for
  total loss is admitted by such insurers) or, if such insurers do not
  forthwith admit such a claim, at the date and at the time at which either a
  total loss is subsequently admitted by the insurers or a total loss is
  subsequently adjudged by a competent court of law or arbitration tribunal to
  have occurred and, in any event, no later than one hundred and twenty (120)
  days after the date on which the Vessel was lost, or if such date is not
  known, after the date on which such Vessel, was last reported; (c) in the
  case of a compromised, agreed or arranged total loss of a Vessel, on the date
  upon which a binding agreement as to such compromised, agreed or arranged
  total loss has been entered into by the insurers of such Vessel; (d) in the
  case of Compulsory Acquisition of a Vessel, on the date upon which the
  relevant requisition of title or other compulsory acquisition occurs; and (e)
  in the case of hijacking, theft, condemnation, capture, seizure, arrest,
  detention or confiscation of a Vessel (other than where the same amounts to
  Compulsory Acquisition of such Vessel) which deprives the relevant Borrower
  of the use of such Vessel for 30 consecutive days, upon the expiry of the
  period of 30 days after the date upon which the relevant hijacking, theft,
  condemnation, capture, seizure, arrest, detention or confiscation occurred. Total Loss Proceeds means, in
  relation to each Vessel, the insurance proceeds, Requisition Compensation, or
  refund from the Seller in accordance with Article XII 2(b) of the
  relevant Shipbuilding Contract upon a Total Loss of that Vessel prior to its
  Delivery or any other amount by way of compensation, damages or similar
  payment for the loss of or damage to the Vessel arising in each case in
  respect of a Total Loss of that Vessel. Total Loss Repayment Date means, in relation to each Vessel,
  the earlier of: (a) the next Repayment Date following receipt of any Total
  Loss Proceeds for that Vessel; and (b) the date falling one hundred and
  twenty (120) days after the Total Loss Date for that Vessel; or such other
  date as the Agent (acting on the instructions of the Majority Lenders) may
  direct. Total MtM Exposure means
  the total mark to market exposure of all transactions under the Hedging
  Documents. Tranche means
  Tranche A, Tranche B or Tranche C, as appropriate. Tranche A means Tranche A of the Facility made available under
  this Agreement as described in Clause 2.2(a) (Tranche A) 22


Tranche A Loanmeans a loan
  made or to be made under Tranche A of the Facility or the principal amount
  outstanding for the time being of that loan. Tranche B means Tranche B of the Facility made available under
  this Agreement as described in Clause 2.3(a) (Tranche B). Tranche
  B Loan means a loan made or to be made under Tranche B of the
  Facility or the principal amount outstanding for the time being of that loan.
  Tranche C means Tranche C of
  the Facility made available under this Agreement as described in Clause
  2.4(a) (Tranche C). Tranche C Loan means a loan made
  or to be made under Tranche C or the principal amount outstanding for the
  time being of that loan. Transaction
  means a Transaction as defined in and entered into pursuant to any of
  the Hedging Documents. Transaction
  Document means each Operative Document and each Finance Document and
  collectively the Transaction
  Documents. Transfer
  Certificate means a certificate substantially in the form set out in
  Part I of Schedule 5 (Form of Transfer Certificate and
  Accession Letter) or any other form agreed between the Agent and the
  Obligors. Transfer Date means,
  in relation to a transfer, the later of: (a) the proposed Transfer Date
  specified in the Transfer Certificate; and (b) the date on which the Agent
  executes the Transfer Certificate. Unpaid
  Sum means any sum due and payable but unpaid by an Obligor under the
  Finance Documents. US Operations means
  any operations, loading or discharging of cargo in the United States of
  America or transit through the exclusive economic zone as defined in the US
  Oil Pollution Act of 1990 (or any part thereof). US$ and $ and Dollars
  means the lawful currency for the time being of the United States of
  America. Utilisation means a
  utilisation of the Facility. Utilisation
  Date means the date of a Utilisation, being the date on which the
  relevant Loan is to be made. Utilisation
  Request means a notice substantially in the form set out in Schedule
  3 (Requests). Valuation means in relation to a
  Vessel, a valuation performed pursuant to Clause 24.8 (Valuations). VAT means
  value added tax as provided for in the Value Added Tax Act 1994 and any other
  tax of a similar nature. Vessel means
  Vessel A, Vessel B or Vessel C, as appropriate. 23


Vessel Ameans a 8,530
  teu container ship of approximately 101,000 dwt to be built by the
  Shipbuilder pursuant to the Shipbuilding Contract for Vessel A, which is to
  be identified during construction as Hull No. Z00002 and which is to be
  registered in the name of Borrower A through the Registry upon its Delivery
  Date. Vessel B means a 8,530
  teu container ship of approximately 101,000 dwt to be built by the
  Shipbuilder pursuant to the Shipbuilding Contract for Vessel B, which is to
  be identified during construction as Hull No. Z00003 and which is to be
  registered in the name of Borrower B through the Registry upon its Delivery
  Date. Vessel C means a 8,530
  teu container ship of approximately 101,000 dwt to be built by the
  Shipbuilder pursuant to the Shipbuilding Contract for Vessel C, which is to
  be identified during construction as Hull No. Z00004 and which is to be
  registered in the name of Borrower C through the Registry upon its Delivery
  Date. Vote Disclosure Termination
  Date means the date on which the Agent issues a notice pursuant to
  Clause 29.2(h)(ii) of this Agreement. 1.2 Construction (a) Unless a contrary indication appears, any
  reference in this Agreement to: (i) the Agent, the Sinosure
  Agent, any Arranger, any
  Finance Party, any Hedging Bank, Sinosure, any Lender,
  any Obligor, any Party, any Secured Party or the Security
  Agent shall be construed so as to include its successors in title,
  permitted assigns and permitted transferees; (ii) assets includes present and future properties, revenues
  and rights of every description; (iii) a Finance Document, an Operative Document, a Transaction Document or any other
  agreement or instrument is a reference to that Finance Document, Operative
  Document, Transaction Document or other agreement or instrument as amended,
  novated, supplemented, extended, restated (however fundamentally and whether
  or not more onerously) or replaced and includes any change in the purpose of,
  any extension of or any increase in any facility or the addition of any new
  facility under that Finance Document or other agreement or instrument; (iv) indebtedness includes any
  obligation (whether incurred as principal or as surety) for the payment or
  repayment of money, whether present or future, actual or contingent; (v) a person includes any individual,
  firm, company, corporation, government, state or agency of a state or any
  association, trust, joint venture, consortium or partnership (whether or not
  having separate legal personality); (vi) a regulation includes any regulation, rule, official directive,
  request or guideline (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; (vii) a
  provision of law is a reference to that provision as amended or re-enacted; 24


(viii) a time
  of day is a reference to London time; (ix)
  law includes, common, customary or civil law or any constitution,
  decree, judgment, legislation, order, ordinance, treaty or other legislative,
  judicial or administrative measure, requirement or decision (or its
  interpretation or application) whether or not having the force of law but if
  not having the force of law only if the persons to whom it is intended to
  apply generally comply with it; and (x) a party to any agreement or instrument includes a reference to
  that persons successors, permitted assigns and permitted transferees. (b) Section,
  Clause and Schedule headings are for ease of reference only. (c) Unless a
  contrary indication appears, a term used in any other Finance Document or in
  any notice given under or in connection with any Finance Document has the
  same meaning in that Finance Document or notice as in this Agreement. (d) A
  Default (other than an Event of Default) is continuing if it has not been
  remedied or waived and an Event of Default is continuing if it has not been
  waived. 1.3 Third Party rights
  (a) A Party may enforce the provisions of any indemnity set out in this
  Agreement on behalf of any Related Indemnitee. (b) Subject to paragraph
  (a) above, the terms of this Agreement may be enforced only by a Party
  to it and the operation of the Contracts (Rights of Third Parties) Act 1999
  is excluded. (c) Notwithstanding any provision of this Agreement, the Parties
  do not require the consent of any third party to rescind or vary this
  Agreement at any time. 25


SECTION 2 THE FACILITY2. THE FACILITY 2.1 The Facility Subject to the terms of
  this Agreement, the Lenders make available to the Borrowers a term loan
  facility in Dollars in an aggregate amount equal to the Total Commitments.
  2.2 Tranche A (a) Subject to
  the terms of this Agreement, the Lenders make available Tranche A of the
  Facility to Borrower A in respect of Vessel A, in an amount not exceeding the
  aggregate of the Commitments applicable to Tranche A. (b) Two (2) Loans
  only may be requested under Tranche A of the Facility in respect of Vessel A:
  (i) the first such Loan shall be in an amount which is the lower of
  US$67,800,000 and such part (if any) of the Final Instalment of the Contract
  Price due by Borrower A to the Seller under Shipbuilding Contract for Vessel
  A and shall be used in or towards payment of such part (if any) of the Final
  Instalment on the Delivery Instalment Fund Transfer Date; and (ii) the second such Loan shall be
  in an amount equal to the Available Commitment in respect of Tranche A which
  remains after deducting the amount in paragraph (i) above and shall, on
  the Delivery Date for Vessel A, be used for the purposes set out in Clause 3.1
  (Purpose). 2.3 Tranche B (a) Subject to the terms
  of this Agreement, the Lenders make available Tranche B of the Facility to
  Borrower B in respect of Vessel B in an amount not exceeding the aggregate of
  the Commitments applicable to Tranche B. (b) Two (2) Loans only may be
  requested under Tranche B of the Facility in respect of Vessel B: (i) the
  first such Loan shall be in an amount which is the lower of US$67,800,000 and
  such part (if any) of the Final Instalment of the Contract Price due by
  Borrower B to the Seller under Shipbuilding Contract for Vessel B and shall
  be used in or towards payment of such part (if any) of the Final Instalment
  on the Delivery Instalment Fund Transfer Date; and (ii) the second such Loan
  shall be in an amount equal to the Available Commitment in respect of Tranche
  B which remains after deducting the amount in paragraph (i) above and
  shall, on the Delivery Date for Vessel B, be used for the purposes set out in
  Clause 3.1 (Purpose). 2.4 Tranche C (a) Subject to the terms
  of this Agreement, the Lenders make available Tranche C of the Facility to
  Borrower C in respect of Vessel C in an amount not exceeding the aggregate of
  the Commitments applicable to Tranche C. 26


(b) Two
  (2) Loans only may be requested under Tranche C of the Facility in
  respect of Vessel C: (i) the first such Loan shall be in an amount which is
  the lower of US$67,800,000 and such part (if any) of the Final Instalment of
  the Contract Price due by Borrower C to the Seller under Shipbuilding
  Contract for Vessel C and shall be used in or towards payment of such part
  (if any) of the Final Instalment on the Delivery Instalment Fund Transfer
  Date; and (ii) the second
  such Loan shall be in an amount equal to the Available Commitment in respect
  of Tranche C which remains after deducting the amount in paragraph
  (i) above and shall, on the Delivery Date for Vessel C, be used for the
  purposes set out in Clause 3.1 (Purpose).
  2.5 Sinosure override (a)
  Notwithstanding anything to the contrary in this Agreement, nothing in this
  Agreement shall oblige any Secured Party to act (or omit to act) in a manner
  that is inconsistent with any requirement of Sinosure under or in connection
  with the Sinosure Insurance Policy and, in particular: (i) the Agent shall be
  authorised to take all such actions as it may deem necessary to ensure that
  all requirements of Sinosure under or in connection with the Sinosure
  Insurance Policy are complied with; and (ii) the Agent shall not be obliged
  to do anything if, in its opinion, to do so could result in a breach of any
  requirements of Sinosure under or in connection with the Sinosure Insurance
  Policy or affect the validity of the Sinosure Insurance Policy. (b) Nothing
  in this Clause 2.5 (Sinosure
  override) shall affect the rights or obligations of the Obligors. 2.6 Secured Parties rights and obligations
  (a) The obligations of each Secured Party under the Finance Documents are
  several. Failure by a Secured Party to perform its obligations under the
  Finance Documents does not affect the obligations of any other Party under
  the Finance Documents. No Secured Party is responsible for the obligations of
  any other Secured Party under the Finance Documents. (b) The rights of each
  Secured Party under or in connection with the Finance Documents are separate
  and independent rights and any debt arising under the Finance Documents to a
  Secured Party from an Obligor shall be a separate and independent debt. (c) A
  Secured Party may, except as otherwise stated in the Finance Documents,
  separately enforce its rights under the Finance Documents. 2.7 Termination of Commitments The
  Lenders Commitment under the Facility in respect of a Tranche will terminate
  on the expiry of the Availability Period relating to that Tranche or, if
  earlier, upon the relevant Vessel the subject of that Tranche being sold or
  becoming a Total Loss. Any part of a Commitment undrawn at the end of the
  Availability Period or upon the relevant Vessel being sold or becoming a
  Total Loss will be immediately cancelled. 1


2.8 Obligor& rights and obligations (a) The obligations of each of the
  Obligors under this Agreement and the Finance Documents, including the
  obligations to repay Loans and make payments under Hedging Documents, shall be
  joint and several, and absolute and unconditional. The failure by an Obligor
  to perform its obligations under the Finance Documents shall constitute a
  failure by each other Obligor in the performance of its obligations under the
  Finance Documents. Each Obligor shall be responsible for the performance of
  the obligations of the other Obligors under the Finance Documents. (b) The
  Secured Parties or any of them may take action against any of the Obligors
  and/or may release or compromise in whole or in part the liability of any of
  the Obligors under this Agreement or any other Finance Document or grant any
  time or other indulgence to any of the Obligors in each case without
  affecting the liability of each other Obligor. (c) Each Obligor may
  separately enforce its rights under the Finance Documents and such rights may
  not be enforced by any other Obligor. (d) Each Obligor agrees to be bound by
  the Finance Documents to which it is, or is to be, a party notwithstanding
  that each other Obligor which is intended to sign or to be bound may not do
  so or be effectually bound and notwithstanding that any of the Finance
  Documents may be invalid or unenforceable against any other Obligor, whether
  or not the deficiency is known to any Finance Party. (e) None of the obligations
  or liabilities of the Obligors under this Agreement or any other Finance
  Document shall be discharged or reduced by reason of (i) the insolvency,
  liquidation, dissolution, winding-up, administration, receivership,
  amalgamation, reconstruction or other incapacity of any person whatsoever or
  any change of name or style or constitution of an Obligor or any other person
  liable; (ii) any Finance Party granting any time, indulgence or concession
  to, or compounding with, discharging, releasing or varying the liability of,
  an Obligor or any other person liable or renewing, determining, varying or
  increasing, any accommodation, facility or transaction or otherwise dealing
  with the same in any manner whatsoever, or concurring in, accepting, varying
  any compromise, arrangement or settlement or omitting to claim or enforce
  payment from an Obligor or any other person liable; or (iii) anything done or
  omitted which but for this provision might operate to exonerate the Obligors
  or any of them. (f) None of the Finance Parties shall be obliged to make any
  claim or demand or to resort to any Finance Document or other means of
  payment now or hereafter held by or available to it for enforcing this
  Agreement or any of the Finance Documents against an Obligor or any other
  person liable and no action taken or omitted by the Finance Parties in
  connection with any such Finance Document or other means of payment will
  discharge, reduce, prejudice or affect the liability of the Obligors under
  this Agreement and the Finance Documents to which they are, or are to be, a
  party. (g) Each Obligor agrees that, while any part of the Total Commitment
  remains outstanding, and until the Agent is satisfied that all the
  Liabilities have been irrevocably paid in full and that all facilities 2


which might
  give rise to the Liabilities have terminated, it will not, without the prior written consent of the
  Agent: (i) exercise any right of subrogation, reimbursement, contribution and
  indemnity against any other Obligor or any other person liable; (ii) demand
  or accept repayment in whole or in part of any Financial Indebtedness now or
  hereafter due to such Obligor from any other Obligor or from any other person
  liable or demand or accept any guarantee, indemnity or other assurance
  against financial loss or any document or instrument creating or evidencing
  any Security in respect of the same or dispose of the same; (iii) take any
  steps to enforce any right against any other Obligor or any other person
  liable in respect of any such moneys; or (iv) claim any set-off or
  counterclaim against any other Obligor or any other person liable or claiming
  or proving in competition with any Finance Party in the liquidation of any
  other Obligor or any other person liable or have the benefit of, or share in,
  any payment from or composition with, any other Obligor or any other person
  liable or any other Finance Document now or hereafter held by any Finance
  Party for any moneys owing under this Agreement or for the obligations or
  liabilities of any other person liable but so that, if so directed by the
  Agent it will prove for the whole or any part of its claim in the liquidation
  of any other Obligor or other person liable on terms that the benefit of such
  proof and all moneys received by it in respect thereof shall be held on trust
  for the Finance Parties and applied in or towards discharge of any moneys
  owing under the Finance Documents in such manner as the Agent shall deem
  appropriate. 2.9 increase (a) The Guarantor may by giving prior notice to the
  Agent by no later than the date falling 5 Business Days after the effective
  date of a cancellation of the Available Commitments of a Defaulting Lender in
  accordance with Clause 7.8 (Right of
  cancellation in relation to a Defaulting Lender, request that the
  Total Commitments be increased
  (and the Total Commitments under that Facility shall be so increased) in an
  aggregate amount in Dollars of up to the amount of the Available Commitments
  or Commitments so cancelled as follows: (A) the increased Commitments will be
  assumed by one or more Lenders or other banks, financial institutions,
  trusts, funds, Sinosure or other entities (each an Increase Lender) selected by the Guarantor (each of which
  shall not be a member of the Group and which is further acceptable to the
  Agent (acting on the instructions of all of the Lenders)) and each of which
  confirms its willingness to assume and does assume all the obligations of a
  Lender corresponding to that part of the increased Commitments which it is to
  assume, as if it had been an Original Lender; (B) each of the Obligors and
  any increase Lender shall assume obligations towards one another and/or
  acquire rights against one another as the Obligors and the Increase Lender
  would have assumed and/or acquired had the increase Lender been an Original Lender; 3


(C) each
  Increase Lender shall become a Party as a Lender and any Increase Lender
  and each of the other Finance Parties shall assume obligations towards one
  another and acquire rights against one another as that Increase Lender and
  those Finance Parties would have assumed and/or acquired had the Increase
  Lender been an Original Lender; (D) the Commitments of the other Lenders
  shall continue in full force and effect; and (E) any increase in the Total
  Commitments shall take effect on the date specified by the Company in the
  notice referred to above or any later date on which the conditions set out in
  paragraph (b) below are satisfied. (b) An increase in the Total
  Commitments will only be effective on: (i) the execution by the Agent of an
  Increase Confirmation from the relevant Increase Lender; and (ii) in relation
  to an Increase Lender which is not a Lender immediately prior to the relevant
  increase: (A) the Increase Lender entering into the documentation required
  for it to accede as a party to the Intercreditor Agreement and each Account
  Charge; and (B) the performance by the Agent of all necessary know your
  customer or other similar checks under all applicable laws and regulations
  in relation to the assumption of the increased Commitments by that Increase
  Lender, the completion of which the Agent shall promptly notify to the
  Company and the Increase Lender. (c) Each Increase Lender, by executing the
  Increase Confirmation, confirms (for the avoidance of doubt) that the Agent
  has authority to execute on its behalf any amendment or waiver that has been
  approved by or on behalf of the requisite Lender or Lenders in accordance
  with this Agreement on or prior to the date on which the increase becomes
  effective. (d) The Company may pay to the Increase Lender a fee in the amount
  and at the times agreed between the Company and the Increase Lender in a Fee
  Letter. (e) Clause 27.4 (Limitation
  of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2
  in relation to an Increase Lender as if references in that Clause to: (i) an Existing Lender were references to
  all the Lenders immediately prior to the relevant increase; (ii) the New Lender were references to that
  Increase Lender; and (iii) a
  re-transfer and re-assignment were
  references to respectively a
  transfer and assignment.
  4


3. PURPOSE 3.1 Purpose Each Borrower shall apply all amounts borrowed by it
  under any Tranche of the Facility towards (i) such part (if any) of the Final
  Instalment of the relevant Vessel the subject of that Tranche and (ii)
  refinancing such part of the Contract Price paid by the relevant Borrower in
  respect of that Vessel, respectively as referred to in Clause 2 (The Facility). The Facility
  consists of Tranche A (applicable to Vessel A), Tranche B (applicable to
  Vessel B) and Tranche C (applicable to Vessel C). 3.2 Monitoring No Finance Party is bound to monitor or verify the
  application of any amount borrowed pursuant to this Agreement. 4. CONDITIONS OF UTILISATION 4.1 Initial Conditions precedent (a)
  A Borrower may deliver a Utilisation Request if the Agent has received all of
  the documents and other evidence listed in Part I of Schedule 2 (Initial Conditions Precedent) in
  form and substance satisfactory to the Agent. The Agent shall notify the
  relevant Borrower and the Lenders promptly upon being so satisfied. (b) The
  Agent shall not: (i) confirm that the Sinosure Insurance Policy is in a form
  and substance satisfactory to it; or (ii)
  waive delivery of the Sinosure Insurance Policy as a condition
  precedent under paragraph 1 (f) of Part I of Schedule 2 (Initial Conditions Precedent),
  unless instructed to do so by all of the Lenders. 4.2 Conditions precedent to a Loan (a) The obligation of the Lenders
  to make a Loan shall be subject to the condition that the Agent has received,
  not later than three (3) Business Days before the day on which such Loan
  is to be made, all of the documents and other evidence listed in Part 11
  of Schedule 2 (Conditions precedent
  to a Loan) in form and substance satisfactory to the Agent. The Agent
  shall notify the relevant Borrower and the other Secured Parties promptly
  upon being so satisfied. (b) The Lenders and the Agent acknowledge that,
  pursuant to Article II 4(f) of any Shipbuilding Contract, such part
  (if any) of the Final Instalment required to be deposited into the Sellers
  Account with the Sellers Bank on a date (the Preplacement Date) which is at least four (4) Business
  Days prior to the proposed Delivery Date of a Vessel (the Scheduled Delivery Date) and that,
  as a result, paragraphs 1(c), 4, 6, 7, 8, 10, 11, 13, 16 and 18 of the
  conditions precedent specified in Part II of Schedule 2 (Conditions precedent to a Loan)
  set out in Clause 4.4 (Further
  Conditions Precedent) may not be satisfied by the date such deposit
  (and the associated Loan) is made. (c) Notwithstanding Clause 4.2(b), each
  Loan under a Tranche shall be made by the Lenders on the relevant
  Preplacement Date as follows: 5


(i) the first
  Loan to be made under a Tranche in respect of the Final Instalment of any
  Vessel shall be remitted by the Agent on behalf of the Lenders to the
  Sellers Bank in the manner set out in paragraph (d) below. The Agent
  will instruct the Sellers Bank to release such Loan to the Sellers Account
  on the Delivery Date relating to that Vessel upon satisfaction of all of the
  conditions precedent set out in Part II of Schedule 2 (Conditions precedent to a Loan) and
  set out in Clause 4.4 (Further
  conditions precedent). Such release of funds shall be deemed to satisfy
  the relevant Borrowers obligation to pay the instalments due on the Delivery
  Date for a Vessel under the relevant Shipbuilding Contract. (ii) any second Loan that is made
  under a Tranche which does not form part of the Final Instalment of any
  Vessel shall be remitted by the Agent on behalf of the Lenders to the
  Security Agent, to be conditional credited to a non-interest bearing suspense
  account of the Security Agent. The Security Agent shall release such Loan to
  the Borrower on the Delivery Date relating to that Vessel upon satisfaction
  of all of the conditions precedent set out in Pad ll of Schedule 2 (Conditions precedent to a Loan) and
  set out in Clause 4.4 (Further
  conditions precedent). (d) The Final Instalment to be remitted by the
  Agent in accordance with paragraph (c)(i) above shall be deposited
  subject to irrevocable instructions delivered by authenticated Swift MT 199
  substantially in the following form: We have today remitted to [insert name of the Shipbuilders Bank]
  (insert international recognition codes)) the amount of [ ] (the Deposit), to be held in the name
  of Citibank International Plc, London Branch. This payment is made in
  connection with the instalments which will become payable by [insert name of the Borrower] (the Buyer) to [insert name of the Shipbuilder] (the Shipbuilder) under the terms of the shipbuilding contract
  dated [ ] [as amended on [ ] ] relating to hull no. [ ] (the Vessel). You are irrevocably
  instructed to hold the Deposit in escrow and to release the Deposit to the
  Shipbuilder only upon your receipt of a copy of the Protocol of Delivery and
  Acceptance relating to the Vessel signed by the Shipbuilder and the Buyer and
  acknowledged as to the release of funds by Citibank International Plc, London
  Branch. If at any time you receive instructions from us to release the
  Deposit to us you shall return the Deposit, together with any accrued
  interest, to us (for credit to Citibank N.A., New York, Swift address:
  CITIUS33, FW02000089, favour Citibank International Plc, London Branch, Swift
  code: CITTGB2LELA, account number 10963054, Attention: Loans Agency, Ref: ([insert Borrowers name])) upon
  your receipt of written instructions from us to do so. If, by [ ] ( [ ] time)
  on the date which falls fourteen (14) days after the [here insert the scheduled delivery date] or such longer
  period as we may agree, we have not ordered the release of the Deposit to the
  Shipbuilder in accordance with the above instructions you shall (unless
  otherwise instructed by us) return the Deposit, together with any accrued
  interest, to us (for credit to the account referred to above) on and for
  value on the date which falls fourteen (14) days after the scheduled delivery
  date or such longer period as we may agree. (e) The Borrowers undertake with
  the Finance Parties: 6


(i) not to sign
  a Protocol of Delivery and Acceptance in respect of a Vessel unless
  (A) the Agent has confirmed that the conditions precedent relating to
  that Vessel specified in Part II of Schedule 2 (Conditions precedent to a Loan) have been or will,
  simultaneously with such signing, be satisfied and that each of the other
  conditions precedent remains satisfied and (B) the Agent has
  countersigned such Protocol of Delivery and Acceptance; and (ii) to
  immediately repay each Loan, together with interest thereon (calculated in
  accordance with Clause 8.2 (Payment
  of interest)), on the date which Sellers Bank is required to return
  any Loan to the Agent in accordance with the irrevocable instructions in
  paragraph (d) above (regardless of whether the Sellers Bank has then
  carried out such instructions), provided that any money returned to the Agent
  pursuant to paragraph (g) below shall be applied by it in satisfaction
  of such obligation. (f) The Borrowers irrevocably and unconditionally
  undertake that they shall not give any instructions to the Seller or the
  Sellers Bank which are inconsistent with the instructions given by the Agent
  under Clause 4.2(c). (g) If the Delivery of a Vessel has not occurred within
  fourteen (14) days after the proposed Delivery Date of such Vessel: (i) the
  Sellers Bank shall immediately return any Loan relating to a Vessel which
  has been remitted to the Sellers Bank, together with interest thereon (if
  any), to the Agent; and (ii) the Security Agent shall immediately return any
  Loan relating to a Vessel which has been remitted to it, together with
  interest thereon (if any), to the Agent. Moneys returned to the Agent shall,
  subject to Clause 4.2(h), be applied by the Agent in satisfaction of such
  obligation of the Borrowers in paragraph (e)(ii) above and in payment of
  any amounts payable by the Borrowers under this Agreement (h) Any return of a
  Loan in accordance with Clause 4.2(g) shall not, unless the Borrower so
  requests, be regarded as a prepayment of such Loan and the amount returned
  shall, subject to the terms of this Agreement, remain available to be
  utilised by the relevant Borrower. 4.3 Conditions subsequent to a Loan The Borrowers undertake that
  they will provide the documents and evidence set out in Part Ill of
  Schedule 2 (Conditions Subsequent) to
  the Agent and to each Hedging Bank on the Delivery Date of each Vessel. 4.4 Further conditions precedent The
  Lenders will only be obliged to comply with Clause 5.4 (Lenders participation) or
  paragraph (c) of Clause 4.2 (Conditions
  precedent to a Loan) if
  on the date of the Utilisation Request and on the proposed Utilisation Date
  or, in respect of paragraph (c) of Clause 4.2 (Conditions precedent to a Loan), on the date of release of
  the deposit referred to therein: (a) no Default is continuing or would result
  from the proposed Loan; (b) the Repeating Representations to be made by each
  Obligor are true in all material respects; 7


(c) the
  relevant Vessel has not been sold or no agreement or understanding with
  respect to the sale of the Vessel has been entered into; (d) no event which
  constitutes, or may in the reasonable opinion of the Agent constitute, a
  Total Loss has occurred with respect to a Vessel (either before or after
  Delivery); (e) no Change of Control has occurred; and (f) Sinosure has not
  advised any of the Lenders that the making of Loans should be suspended. 8


SECTION 3 UTILISATION5. UTILISATION 5.1 Delivery of a Utilisation Request (a) Subject to the terms
  of this Agreement, a Borrower may utilise a Tranche by delivery to the Agent
  of a duly completed Utilisation Request not later than the Specified Time.
  (b) Borrower A may only issue a Utilisation Request in relation to Tranche A,
  Borrower B may only issue a Utilisation Request in relation to Tranche B and
  Borrower C may only issue a Utilisation Request in relation to Tranche C. 5.2
  Completion of a Utilisation Request
  (a) Each Utilisation Request is irrevocable and will not be regarded as
  having been duly completed unless: (I) it identifies the Facility and Tranche
  to be utilised; (ii) the proposed Utilisation Date is a Business Day within
  the Availability Period; (iii) the
  currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); (iv) the proposed Interest Period
  complies with Clause 9 (Interest
  Periods); (v) it specifies the account and bank to which the proceeds
  of the Utilisation are to be credited; and (vi) it confirms that the relevant
  Loan is to be applied towards payment for one of the relevant purposes set
  out in Clause 3 (Purpose), as
  appropriate, and it specifies the purpose to which the relevant Loan is to be
  applied. (b) Only one Loan may be requested in each Utilisation Request. 5.3 Currency and amount (a) The currency
  specified in a Utilisation Request must be Dollars. (b) The amount of the
  proposed Loan must be in an amount equal to the lower of (i) the
  required amount set out in Clause 2.2(b) (Tranche A) in respect of a Tranche A Loan, Clause
  2.3(b) (Tranche B) in
  respect of a Tranche B Loan or Clause 2.4(b) (Tranche C) in respect of a Tranche C Loan as the case may be,
  (ii) such amount which when aggregated with each other Loan made or to
  be made under that same Tranche does not exceed sixty (60) per cent of the
  lower of (x) the Contract Price as at the date of this Agreement and
  (y) the Contract Price as at the Delivery Date respectively for the
  Vessel relating to that Tranche and (iii) the Available Facility for the
  relevant Tranche to which such Loan relates. 5.4 Lenders participation (a) If the conditions set out in this
  Agreement have been met, each Lender shall make its participation in each
  Loan available by the Utilisation Date through its Facility Office. 9


(b) The amount
  of each Lenders participation in a Tranche A Loan will be equal to the
  proportion borne by its Available Commitment in respect of Tranche A in
  respect of that Facility to the aggregate of all Lenders Available
  Commitments in respect of Tranche A under that Facility immediately prior to
  making the Tranche A Loan, (C) The amount of each Lenders participation in a
  Tranche B Loan will be equal to the proportion borne by its Available
  Commitment in respect of Tranche B in respect of that Facility to the
  aggregate of all Lenders Available Commitments in respect of Tranche B under
  that Facility immediately prior to making the Tranche B Loan. (d) The amount
  of each Lenders participation in a Tranche C Loan will be equal to the
  proportion borne by its Available Commitment in respect of Tranche C in
  respect of that Facility to the aggregate of all Lenders Available
  Commitments in respect of Tranche C under that Facility immediately prior to
  making the Tranche C Loan. (e) The Agent shall notify each Lender of the
  amount of each Loan and the amount of its participation in that Loan by the
  Specified Time (and with respect to the Export-Import Bank of China the Agent
  shall notify via SWIFT). 5.5 Cancellation
  of Commitment The Total Commitments shall be immediately cancelled at
  the end of the Availability Period. 10


SECTION 4REPAYMENT, ILLEGALITY, PREPAYMENT AND
  CANCELLATION 6. REPAYMENT
  6.1 Repayment of Tranche A Loans (a) The Borrowers shall repay
  the Tranche A Loan made to Borrower A in twenty (20) equal instalments by
  repaying on each Repayment Date the Tranche A Loan in an amount equal to that
  set out opposite such Repayment Date in Part I of Schedule 6 (Loan repayment). (b) Borrower A
  may not re-borrow any part of Tranche A of the Facility which is repaid. 6.2 Repayment of Tranche B Loans (a) The Borrowers shall repay the Tranche
  B Loan made to Borrower B in twenty (20) equal instalments by repaying on
  each Repayment Date the Tranche B Loan in an amount equal to that set out
  opposite such Repayment Date in Part II of Schedule 6 (Loan repayment). (b) Borrower B
  may not re-borrow any part of Tranche B of the Facility which is repaid. 6.3 Repayment of Tranche C Loans (a) The Borrowers shall repay the
  Tranche C Loan made to Borrower C in twenty (20) equal instalments by
  repaying on each Repayment Date the Tranche C Loan in an amount equal to that
  set out opposite such Repayment Date in Part III of Schedule 6 (Loan repayment). (b) Borrower C
  may not re-borrow any part of Tranche C of the Facility which is repaid. 6.4 Adjustment to Loan repayment schedule
  The Repayment Dates set out in the first column of each of Part 1,
  Part II and Part III of Schedule 6 (Loan repayment) have been calculated on the assumption that
  the Delivery Date for Vessel A will be 24 June 2011, the Delivery Date
  for Vessel B will be 4 August 2011 and the Delivery Date for Vessel C
  will be 30 July 2011. If the Delivery Date assumed in each of
  Part I, Part II and Part III of Schedule 6 (Loan repayment) differs from the
  date assumed in such Loan repayment schedule, the Agent will provide to the
  Lenders and to each Obligor a substitute schedule for each Loan reflecting
  the actual Delivery Date and the substitute schedule will then replace each
  of Part I, Part II
  and Part III of Schedule 6 (Loan
  repayment)), unless it is manifestly incorrect. 7. ILLEGALITY, PREPAYMENT AND CANCELLATION
  7.1 Illegality (a) If an
  Illegality Event occurs or a Lender reasonably considers that an illegality
  Event is likely to occur in relation to its participation in a Loan (an
  Affected Lender), the
  Affected Lender will promptly notify the Agent which will promptly notify the
  other Parties. (b) If, upon receiving notice of the Illegality Event from the
  Agent, any Party requests the other Parties to do so, the Parties will
  consult with each other in accordance with Clause 15 (Mitigation) to try to find a means of avoiding or mitigating
  the effect of the Illegality Event. 37


(c) If the
  Parties are not able to agree on a means of avoiding or mitigating the effect
  of the Illegality Event within the Consultation Period, the Affected Lender
  may notify the Agent, which will promptly notify the other Parties and: (i)
  if the Affected Lender has not yet funded its participation in the relevant
  Loan, the Commitment of that Affected Lender will be immediately cancelled;
  or (ii) if the Affected Lender has funded its participation in the relevant
  Loan, the Borrower will, on the Illegality Repayment Date, repay that
  Affected Lenders participation in that Loan. 7.2 Voluntary cancellation Each of the Borrowers may, if it gives
  the Agent not less than 30 Business Days (or such shorter period as the
  Majority Lenders may agree, which shall never be shorter than 3 Business
  Days) prior notice, cancel the whole or any part (being a minimum amount of
  US$5,000,000 and integral multiples of US$1,000,000) of Available Commitments
  under a Tranche. Any cancellation under this Clause 7.2 shall reduce the
  Commitments of the Lenders rateably. 7.3 Voluntary prepayment of Loans (a) The Borrower to which a Loan
  has been made may, if it gives the Agent not less than 30 Business Days (or
  such shorter period as the Majority Lenders may agree, which shall never be
  shorter than 3 Business Days) prior notice, prepay the whole or any part of
  any Loan (but, if in part, being an amount that reduces the Loan by a minimum
  amount of US$5,000,000 and in increments equal to 2 or more instalments). (b)
  A Loan may only be prepaid after the last day of the Availability Period (or,
  if earlier, the day on which the Available Facility for each Tranche is
  zero). (c) Following prepayment in accordance with this Clause 7.3, the Agent
  and the Borrower(s) shall, if required by the Agent (acting on the
  instructions of the Majority Lenders), co-operate in good faith to determine
  the process for obtaining the reimbursement by Sinosure of any portion of the
  Sinosure Insurance Premium which is reimbursable under the Sinosure Insurance
  Policy in relation to the prepaid amounts. 7.4 Mandatory prepayment: Total Loss If a Total Loss occurs in respect of a Vessel, the Commitments
  under the Tranche under each Facility relating to the relevant Vessel shall be automatically cancelled and all
  outstanding Loans under the Tranche under each Facility relating to the
  relevant Vessel shall become automatically due and payable on the Total Loss
  Repayment Date relating to that Vessel. 7.5 Mandatory prepayment: Sale (a) If a Vessel is sold in accordance
  with paragraph (b)(iii) of Clause 22.5 (Disposals), the Commitments with respect to the Tranche
  relating to that Vessel shall be automatically cancelled and: (i) all
  outstanding Loans under the Tranche relating to that Vessel under each
  Facility; and (ii) such additional amount of the Facility as is required to
  ensure compliance with the provisions of Clause 24.9 (Asset Cover Ratio) immediately after such prepayment has been
  made, 38


shall become
  automatically due and payable on or before the date on which title to that
  Vessel is to transfer to the purchaser of that Vessel. (b) If any of the
  following occurs: (i) any Shipbuilding Contract is frustrated, cancelled or
  otherwise terminated, or is transferred or novated, except where the Agent
  (with the approval of the Majority Lenders) shall have given its express
  consent in writing to any such transfer or novation without requiring such
  mandatory prepayment to be made; or (ii) any Vessel has not for any reason
  been delivered to, and accepted by, the relevant Borrower under the
  applicable Shipbuilding Contract by the end of the Availability Period
  applicable to the Tranche relating to such Vessel; then the undrawn portion
  of the Commitments of the relevant Tranche relating to that Vessel under the
  Facility shall be automatically cancelled and the Loan(s) already made
  under any Tranche under the Facility relating to that Vessel shall become
  immediately due and payable in full. (c) Any prepayment under this Clause 7.5
  shall be applied in inverse order of maturity starting from the Final
  Maturity Date. 7.6 Mandatory
  prepayment on a breach of the Asset Cover Ratio If at any time the
  Asset Cover Ratio is not complied with, the Borrowers shall be required to
  prepay the outstanding Loans in accordance with Clause 24.9 (Asset Cover Ratio) (subject always to paragraph
  (ii) of Clause 24.9(c)). 7.7 Adjustment
  to the repayment profile on prepayment of a Loan Where either Tranche
  A, Tranche B or Tranche C of the Facility is prepaid in part pursuant to
  Clause 7.3 (Voluntary prepayment of
  Loans) the amount of such prepayment shall be applied so as to reduce
  the amount of outstanding Loans under that Tranche to be repaid on each
  Repayment Date as set out in Schedule 6 (Loan repayment) in inverse order of maturity starting from
  the Final Maturity Date. 7.8 Right of
  cancellation in relation to a Defaulting Lender (a) If any Lender
  becomes a Defaulting Lender, the Guarantor may, at any time whilst the Lender
  continues to be a Defaulting Lender, give the Agent 15 Business Days notice
  of cancellation of each Available Commitment of that Lender. (b) On the
  notice referred to in paragraph (a) above
  becoming effective, each Available Commitment of the Defaulting Lender shall
  immediately be reduced to zero. The Agent shall as soon as practicable after
  receipt of a notice referred to in paragraph (a) above, notify all the
  Lenders. 7.9 Restrictions (a)
  Any notice of cancellation or prepayment given by any Party under this Clause
  7 shall be irrevocable and, unless a contrary indication appears in this
  Agreement, shall specify the date or dates upon which the relevant
  cancellation or prepayment is to be made and the amount of that cancellation
  or prepayment. 39


(b) Any
  prepayment under this Agreement shall be made together with accrued interest
  on the amount prepaid, all amounts then due to the relevant Finance Parties
  under the Finance Documents as a consequence of that prepayment and, subject
  to any Break Costs, without premium or penalty. (c) No Borrower may reborrow
  any part of the Facility which is prepaid. (d) The Borrowers shall not repay
  or prepay all or any part of the Loans or cancel all or any part of the
  Commitments except at the times and in the manner expressly provided for in
  this Agreement. (e) Subject to Clause 2.9 (Increase), no amount of the Total Commitments cancelled under
  this Agreement may be subsequently reinstated. (f) If the Agent receives a
  notice under this Clause 7 it shall promptly forward a copy of that notice to
  either the Borrowers or the affected Lender, as appropriate. (g) Each
  Borrower, and/or the Agent on behalf of the Borrower, shall: (i) notify each
  Hedging Bank of any cancellation, prepayment or repayment under this Clause 7
  promptly upon becoming aware of any such event; and (ii) deliver to each
  Hedging Bank a true copy of each notice of cancellation or prepayment given
  by a Party under this Clause 7 as soon as practicable following its delivery
  and/or receipt of such notice. 40


SECTION 5COSTS OF UTILISATION 8. INTEREST 8.1 Calculation of interest The rate of interest on each Loan for
  each Interest Period is the percentage rate per annum which is the aggregate
  of the applicable: (a) Margin; (b) LIBOR; and (c) Mandatory Cost, if any. 8.2
  Payment of interest The
  Borrowers shall pay accrued interest on each Loan on the last day of each interest
  Period. 8.3 Default interest
  (a) If an Obligor fails to pay any amount payable by it under a Finance
  Document on its due date, interest shall accrue on the overdue amount from
  the due date up to the date of actual payment (both before and after
  judgment) at a rate which, subject to paragraph (b) below, is the sum of
  two (2) per cent. and the rate which would have been payable if the
  overdue amount had, during the period of non-payment, constituted a Loan in
  the currency of the overdue amount for successive Interest Periods, each of a
  duration selected by the Agent (acting reasonably). Any interest accruing
  under this Clause 8.3 shall be immediately payable by the Obligor on demand
  by the Agent. (b) If any overdue amount consists of all or part of a Loan
  which became due on a day which was not the last day of an Interest Period
  relating to that Loan: (i) the first Interest Period for that overdue amount
  shall have a duration equal to the unexpired portion of the current interest
  Period relating to that Loan; and (ii) the rate of interest applying to the
  overdue amount during that first Interest Period shall be the sum of two
  (2) per cent. and the rate which would have applied if the overdue
  amount had not become due. (c) Default interest (if unpaid) arising on an
  overdue amount will be compounded with the overdue amount at the end of each
  Interest Period applicable to that overdue amount but will remain immediately
  due and payable. 8.4 Notification of
  rates of interest The Agent shall promptly notify the Lenders and the
  relevant Borrower of the determination of a rate of interest under this
  Agreement. 9. INTEREST PERIODS
  9.1 Interest Periods (a) The
  first Interest Period for any Loan will commence on its Utilisation Date and
  end of the Scheduled Delivery Date for the Vessel to which such Loan relates.
  41


(b) If Delivery
  of the applicable Vessel does not occur on the Scheduled Delivery Date for
  that Vessel, subsequent interest Periods for the Loan made in respect of a
  Vessel shall be daily until the earlier of the Delivery Date of the Vessel to
  which such Loan relates and the date of return of such Loan pursuant to
  Clause 4.2(g). (c) Subject to the remaining provisions of this Clause 9, with
  effect from the Delivery Date of a Vessel, each interest Period for the
  applicable Loan shall be of six Months duration and shall commence on the
  Delivery Date of the Vessel to which such Loan relates and thereafter, shall
  commence on the last day of the preceding Interest Period. (d) An Interest
  Period for a Loan shall not extend beyond the relevant Final Maturity Date
  for the Vessel to which such Loan relates. 9.2 Non-Business Days If an
  Interest Period would otherwise end on a day which is not a Business Day,
  that interest Period will instead end on the next Business Day in that
  calendar month (if there is one) or the preceding Business Day (if there is
  not). 9.3 Consolidation of Loans
  If interest Periods for two (2) or more any Loans in the same Tranche
  end on the same date, those Loans will be consolidated into, and treated as,
  a single Loan on the last day of the interest Period. 10. CHANGES TO THE CALCULATION OF INTEREST 10.1 Absence of quotations Subject
  to Clause 10.2 (Market disruption), If
  LIBOR is to be determined by reference to the Reference Banks but a Reference
  Bank does not supply a quotation by the Specified Time on the Quotation Day,
  the applicable LIBOR shall be determined on the basis of the quotations of
  the remaining Reference Banks. 10.2 Market
  disruption (a) If a Market Disruption Event occurs in relation to a
  Loan for any interest Period, then the rate of interest on each Lenders
  share of that Loan for the interest Period shall be the percentage rate per
  annum which is the sum of: (i)
  the Margin; (ii) the rate notified to the Agent by that Lender as soon as
  practicable and in any event before interest is due to be paid in respect of
  that interest Period, to be that which expresses as a percentage rate per
  annum the cost to that Lender of funding its participation in that Loan from
  whatever source it may reasonably select; and (iii) the Mandatory Cost, if
  any, applicable to that Lenders participation in the Loan. (b) In this
  Agreement Market Disruption Event means:
  (i) at or about noon on the Quotation Day for the relevant Interest Period
  the Screen Rate is not available and none or only one of the Reference Banks
  supplies a rate to the Agent to determine LIBOR for Dollars for the relevant
  currency and interest Period; or 1


(ii) before
  close of business in London on the Quotation Day for the relevant interest
  Period, the Agent receives notifications from at least two (2) Lenders
  (whose aggregate participations in a Loan exceed 35 per cent. of that Loan)
  that the cost to it of obtaining matching deposits in the Relevant Interbank
  Market would be in excess of LIBOR. 10.3 Alternative basis of interest or funding (a) If a Market
  Disruption Event occurs and the Agent or an Obligor so requires, the Agent
  and that Obligor shall enter into negotiations (for a period of not more than
  30 days) with a view to agreeing a substitute basis for determining the rate
  of interest. (b) Any alternative basis agreed pursuant to paragraph
  (a) above shall, with the prior consent of all the Lenders and the
  Obligors, be binding on all Parties. 10.4 Break Costs (a) Each Borrower shall, within three Business Days
  of demand by a Finance Party, pay to that Finance Party its Break Costs
  attributable to all or any part of a Loan or Unpaid Sum being paid by that
  Borrower on a day other than the last day of an interest Period for that Loan
  or Unpaid Sum. (b) Each Lender shall, as soon as reasonably practicable after
  a demand by the Agent, provide a certificate confirming the amount of its
  Break Costs for any interest Period in which they accrue. 11. FEES 11.1 Commitment fee (a) The Obligors
  shall pay to the Agent (for the account of each Lender) a commitment fee in
  the amount and at the times agreed in a Fee Letter. (b) No commitment fee is
  payable to the Agent (for the account of a Lender) on any Available
  Commitment of that Lender for any day on which that Lender is a Defaulting Lender.
  11.2 Arrangement fee The
  Obligors shall pay to the Arrangers an arrangement fee in the amount and at
  the times agreed in a Fee Letter. 11.3
  Agency fee The Obligors shall pay to the Agent (for its own account)
  an agency fee in the amount and at the times agreed in a Fee Letter. 11.4 Security Agency fee (a) The
  Obligors shall pay to the Security Agent (for its own account) a security
  agency fee in the amount and at the times agreed in a Fee Letter. (b) If a
  Default shall have occurred or if the Security Agent finds it expedient or
  necessary or is requested by any Obligor to undertake duties which such
  Obligor agrees to be of an exceptional nature or otherwise outside the scope
  of the Security Agents normal duties, the Obligors will pay such additional
  remuneration as the Security Agent and the Obligors may agree, or failing
  agreement as determined by an investment bank (acting as an expert) selected
  by the Security Agent and approved by the Obligors or failing such approval,
  nominated by the president for the time being of the Law Society of England
  and Wales. The expense involved in such nomination 2


and such
  investment banks fees will be borne by the Obligors. The determination of
  such investment bank will be conclusive and binding on the Security Agent and
  the Obligors. 3


SECTION 6ADDITIONAL PAYMENT OBLIGATIONS 12. TAX GROSS UP AND INDEMNITIES 12.1 Definitions (a) In this Agreement: Protected Party means a Finance
  Party which is or will be subject to any liability, or required to make any
  payment, for or on account of Tax in relation to a sum received or receivable
  (or any sum deemed for the purposes of Tax to be received or receivable)
  under a Finance Document. Tax
  Credit means a credit against, relief or remission for, or repayment
  of any Tax. Tax Deduction means
  a deduction or withholding for or on account of Tax from a payment under a
  Finance Document. Tax Payment means
  either the increase in a payment made by an Obligor to a Finance Party under
  Clause 12.2 (Tax gross-up) or
  a payment under Clause 12.3 (Tax indemnity).
  (b) Unless a contrary indication appears, in this Clause 12 a reference to
  determines or determined means a determination made in the absolute
  discretion of the person making the determination. 12.2 Tax gross-up (a) Each Obligor shall
  make all payments to be made by it without any Tax Deduction, unless a Tax
  Deduction is required by law. (b) Each Obligor shall promptly upon becoming
  aware that an Obligor must make a Tax Deduction (or that there is any change
  in the rate or the basis of a Tax Deduction) notify the Agent accordingly.
  Similarly, a Lender shall notify the Agent on becoming so aware in respect of
  a payment payable to that Lender. If the Agent receives such notification
  from a Lender it shall notify the Obligors. (c) If a Tax Deduction is
  required by law to be made by an Obligor or, if as a result of a Change in
  Law, the Agent is required to make a Tax Deduction from any amount that the
  Agent is required to pay any Lender, the amount of the payment due from that
  Obligor shall be increased to an amount which (after making any Tax
  Deduction) leaves an amount equal to the payment which would have been due if
  no Tax Deduction had been required. (d) If an Obligor is required to make a
  Tax Deduction, that Obligor shall make that Tax Deduction and any payment
  required in connection with that Tax Deduction within the time allowed and in
  the minimum amount required by law. (e) Within thirty days of making either a
  Tax Deduction or any payment required in connection with that Tax Deduction,
  the Obligor making that Tax Deduction shall deliver to the Agent for the
  Finance Party entitled to the payment an original receipt (or certified copy
  thereof) or if unavailable, evidence reasonably satisfactory to that Finance
  Party that the Tax Deduction has been made or (as applicable) any appropriate
  payment paid to the relevant taxing authority. 4


12.3 Tax
  indemnity (a) The Obligors shall (within five (5) Business Days of
  demand by the Agent) pay to a Protected Party an amount equal to the loss,
  liability or cost which that Protected Party determines will be or has been
  (directly or indirectly) suffered for or on account of Tax by that Protected
  Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect
  to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction
  in which that Finance Party is incorporated or, if different, the
  jurisdiction (or jurisdictions) in which that Finance Party is treated as
  resident for tax purposes; or (B) under the law of the jurisdiction in which
  that Finance Partys Facility Office is located in respect of amounts
  received or receivable in that jurisdiction, if that Tax is imposed on or
  calculated by reference to the net income received or receivable (but not any
  sum deemed to be received or receivable) by that Finance Party; or (ii) to
  the extent a loss, liability or cost is compensated for by an increased
  payment under Clause 12.2 (Tax
  gross-up) (c) A Protected Party making, or intending to make, a claim
  under paragraph (a) above shall promptly notify the Agent of the event
  which will give, or has given, rise to the claim, following which the Agent
  shall notify the Obligors. (d) A Protected Party shall, on receiving a
  payment from an Obligor under this Clause 12.3, notify the Agent. 12.4 Tax Credit If an Obligor makes a Tax
  Payment and the relevant Finance Party determines that: (a) a Tax Credit is
  attributable either to an increased payment of which that Tax Payment forms
  part, or to that Tax Payment; and (b) that Finance Party has obtained,
  utilised and fully retained that Tax Credit on an affiliated group basis, the
  Finance Party shall pay an amount to the Obligor which that Finance Party
  determines will leave it (after that payment) in the same after-Tax position
  as it would have been in had the Tax Payment not been required to be made by
  the Obligor. 12.5 Stamp taxes
  The Obligors shall pay and, within three Business Days of demand, indemnify
  each Finance Party against any cost, loss or liability that Finance Party
  incurs in relation to all stamp duty, registration and other similar Taxes
  payable in respect of any Finance Document 12.6 Value added tax (a) All amounts set out, or expressed to be
  payable under a Finance Document by any Party to a Finance Party which (in
  whole or in part) constitute the consideration for VAT purposes shall be 5


deemed to be
  exclusive of any VAT which is chargeable on such supply, and accordingly,
  subject to paragraph (c) below, if VAT is chargeable on any supply made
  by any Finance Party to any Party under a Finance Document, that Party shall
  pay to the Finance Party (in addition to and at the same time as paying the
  consideration) an amount equal to the amount of the VAT (and such Finance
  Party shall promptly provide an appropriate VAT invoice to such Party). (b)
  If VAT is chargeable on any supply made by any Finance Party (the Supplier) to any other Finance
  Party (the Recipient) under
  a Finance Document, and any Party (the Relevant Party) is required by the terms of any Finance
  Document to pay an amount equal to the consideration for such supply to the
  Supplier (rather than being required to reimburse the Recipient in respect of
  that consideration), such Party shall also pay to the Supplier (in addition
  to and at the same time as paying such amount) an amount equal to the amount
  of such VAT. The Recipient (unless it is the Security Agent) will promptly
  pay to the Relevant Party an amount equal to any credit or repayment from the
  relevant tax authority which it reasonably determines relates to the VAT
  chargeable on that supply. (e) Where a Finance Document requires any Party to
  reimburse a Finance Party for any costs or expenses, that Party shall also at
  the same time pay and indemnify the Finance Party against all VAT incurred by
  the Finance Party in respect of the costs or expenses. 13. INCREASED COSTS 13.1 Increased costs Subject to
  Clause 13.3 (Exceptions) the
  Borrowers shall, within three Business Days of a demand by the Agent, pay for
  the account of a Finance Party the amount of any Increased Costs incurred by
  that Finance Party or any of its Affiliates as a result of (i) any
  Change in Law or (ii) compliance with any law or regulation made after
  the date of this Agreement or (iii) any adverse change in the treatment
  of the Vessel as Security for the purposes of determining a Finance Partys
  anticipated loss or default when calculating the regulatory capital treatment
  of the Loans. 13.2 Increased cost
  claims (a) A Finance Party intending to make a claim pursuant to
  Clause 13.1 (Increased costs) shall
  notify the Agent of the event giving rise to the claim, following which the
  Agent shall promptly notify the Obligors. (b) Each Finance Party shall, as
  soon as practicable after a demand by the Agent, provide a certificate
  confirming the amount of its Increased Costs. 13.3 Exceptions (a) Clause 13.1 (Increased costs) does not apply to the extent any Increased
  Cost is: (i) attributable to a Tax Deduction required by law to be made by an
  Obligor; (ii) compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause
  12.3 (Tax indemnity) but was
  not so compensated solely because any of the exclusions in paragraph
  (b) of Clause 12.3 (Tax
  indemnity) applied); or (iii) compensated for by the payment of the
  Mandatory Cost; or 6


(iv)
  attributable to the wilful breach by the relevant Finance Party or its
  Affiliates of any law or regulation. (b) In this Clause 13.3, a reference to
  a Tax Deduction has the same meaning given to the term in Clause 12.1 (Definitions). 14. OTHER INDEMNITIES 14.1 Currency indemnity (a) If any sum
  due from an Obligor under the Finance Documents (a Sum), or any order,
  judgment or award given or made in relation to a Sum, has to be converted
  from the currency (the First
  Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose
  of: (i) making or filing a claim or proof against that Obligor; (ii)
  obtaining or enforcing an order, judgment or award in relation to any litigation
  or arbitration proceedings, that Obligor shall as an independent obligation,
  within three Business Days of demand, indemnify each Finance Party to whom
  that Sum is due against any Losses arising out of or as a result of the
  conversion including any discrepancy between (A) the rate of exchange
  used to convert that Sum from the First Currency into the Second Currency and
  (B) the rate or rates of exchange available to that person at the time
  of its receipt of that Sum. (b) Each Obligor waives any right it may have in
  any jurisdiction to pay any amount under the Finance Documents in a currency
  or currency unit other than that in which it is expressed to be payable. 14.2
  Other indemnities The Obligors
  shall (or shall procure that an Obligor will), within three Business Days of
  demand, indemnify each Secured Party against any cost, loss or liability
  incurred by that Secured Party as a result of: (a) the occurrence of any
  Event of Default; (b) any obligation guaranteed by an Obligor is or becomes
  unenforceable, invalid or illegal; (c) the operation of law; (d) a failure by an Obligor to pay
  any amount due under a Finance Document on its due date, including without
  limitation, any cost, loss or liability arising as a result of Clause 33 (Sharing among the Secured Parties);
  (e) funding, or making arrangements to fund, its participation in a Loan
  requested by a Borrower in a Utilisation Request but not made by reason of
  the operation of any one or more of the provisions of this Agreement (other
  than by reason of default or negligence by that Finance Party alone); (f) a
  Loan (or part of a Loan) not being prepaid in accordance with a notice of
  prepayment given by a Borrower; 7


(g) the
  Sinosure Insurance Policy being or becoming unenforceable, invalid or illegal;
  or (h) any indemnity payment made by any Lender to the Sinosure Agent acting
  as the insured party under the Sinosure Insurance Policy pursuant to Clause
  30.3 (Lenders indemnity to the
  Sinosure Agent). 14.3 Indemnity
  to the Agent, the Sinosure Agent and the Security Agent The Obligors
  shall promptly indemnify each of the Agent, the Sinosure Agent and the
  Security Agent against any cost, loss or liability properly incurred by the
  Agent, the Sinosure Agent or the Security Agent as a result of: (a) investigating
  any event which it reasonably believes is a Default; (b) acting or relying on
  any notice, request or instruction which it reasonably believes to be
  genuine, correct and appropriately authorised; (c) taking, holding,
  protecting or enforcing any Security created pursuant to any Finance
  Documents; or (d) exercising any of the rights, powers, discretions or
  remedies vested in it under any Finance Document or by law. 14.4 General indemnity (a) The Obligors
  shall indemnify and keep indemnified each Indemnitee against all Losses which
  may at any time be incurred by that Indemnitee: (i) relating to, or arising
  directly or indirectly in any manner whatsoever out of, the condition,
  testing, design, manufacture, purchase, importation to or exportation from
  any country, registration, possession, control, chartering, sub-chartering,
  use, operation, storage, maintenance, repair, service, modification,
  overhaul, replacement, insurance, removal, repossession, re-delivery,
  disposal or Total Loss of any Vessel; (ii)
  on the grounds that any Vessel or any design, article or material in
  or forming part of any Vessel or the operation or use thereof constitutes or
  is alleged to constitute an infringement of any patent or other intellectual
  property right or any other right whatsoever;
  (iii) in preventing or attempting to prevent the arrest, confiscation,
  seizure, taking in execution, impounding, forfeiture or detention of any
  Vessel at any time, or in securing the release of any Vessel; (iv) in
  retaking possession of any Vessel or detaining any Vessel or any other vessel
  in connection with the enforcement of rights of that lndemnitee under the
  Finance Documents; (v) as a consequence of a Vessel becoming a wreck or
  obstruction to navigation (including, without limitation, in respect of the
  removal or destruction of the wreck or obstruction under statutory powers but
  only to the extent that the relevant Loss has not been recovered from the
  Vessels Insurers); (vi) resulting from the Operator parting with possession
  of a Vessel at any time; 8


(vii) arising
  out of an Environmental Claim made or asserted against any Finance Party if
  such Environmental Claim would not have been made, or been capable of being
  made or asserted against that Finance Party if it has not entered into any of
  the Finance Documents and/or exercised any of its rights, powers and
  discretions thereby conferred and/or performed any of its obligations
  thereunder and/or been involved in the transactions contemplated by the
  Finance Documents; or (viii) any claim, investigation, litigation or
  proceeding (or the preparation of any defence with respect thereto) commenced
  or threatened in relation to the Finance Documents (or the transactions
  contemplated thereby and, in the case of the Agent and the Security Agent, the
  exercise and performance of their obligations thereunder) or any use made or
  proposed to be made with the proceeds of the Facility. This indemnity shall
  apply whether or not such claims, investigation, litigation or proceeding is
  brought by any Obligor, any of the Obligors shareholders or creditors, an
  Indemnified Party or any other person, or an Indemnified Party is otherwise a
  party thereto. (b) The Obligors need not indemnify an Indemnitee under
  paragraph (a) above in respect of Losses which: (i) are the result of
  the fraud, gross negligence or wilful default of that Indemnitee; (ii) are
  compensated for by the indemnity in Clause 12.3 (Tax indemnity) (or would be compensated for by Clause 12.3 (Tax indemnity) but are not so
  compensated solely because an exclusion in paragraph (b) of Clause 12.3 (Tax indemnity) applies); (iii) are
  the result of the breach by that Indemnitee of any of its express obligations
  under any of the Finance Documents (other than a breach attributable to the
  breach by any other party to any Transaction Document of its obligations
  under the Transaction Documents); (iv) are the result of any
  misrepresentation by that Indemnitee set out in a Finance Document to which
  it is a party (other than a misrepresentation attributable to the misrepresentation
  of or breach by any other party to any Transaction Document); or (v)
  constitute an ordinary and usual operating or overhead expense of that
  Indemnitee. (c) The indemnity in paragraph (a) above will remain in full
  force and effect following the termination of this Agreement. 14.5 Tax on indemnity payments If, as a
  result of its Tax treatment, any Finance Party would be in a worse position
  after receiving an indemnity payment under any of the Finance Documents than
  it would have been if the Loss giving rise to the right to be indemnified had
  not occurred, the Obligors will pay to that Finance Party such additional sum
  as may be necessary to leave that Finance Party in the same position after
  Tax than it would have been in had the Loss not occurred. 9


15. MITIGATION BY THE LENDERS 15.1
  Mitigation (a) If any Party requests the other Party to consult pursuant to
  paragraph (b) of Clause 7.1 (Illegality)
  or if any circumstances arise which would result in any amount
  becoming payable under or pursuant to, or cancelled pursuant to, Clause 12
  (Tax gross-up and indemnities) or
  Clause 13 (Increased Costs), the
  Parties will consult with each other for a period (the Consultation Period) of up to
  thirty (30) days to try to find a means of avoiding or mitigating the effect
  of the Illegality Event, restructuring the transaction or of avoiding or
  reducing the need for any amount to become payable or cancelled, including
  (but not limited to) transferring the rights and obligations of a Finance
  Party under the Finance Documents to another Affiliate or Facility Office.
  (b) No Party will be obliged to implement any arrangement proposed during the
  Consultation Period. (c) This Clause 15 does not in any way limit the
  obligations of the Obligors under the Transaction Documents. (d) Any Lender
  may, by written notice to the Agent, the Security Agent and the Obligors,
  terminate the consultations at any time if: (i) an Event of Default has
  occurred and is continuing; or (ii) that Lender considers, acting reasonably,
  that its rights under any Finance Document are or are likely to be prejudiced
  if the consultations continue; or (iii) the continuation of the consultations
  would cause that Lender to breach any applicable law. 15.2 Limitation of liability (a) The Borrowers shall indemnify
  each Finance Party for all costs and expenses properly incurred by that
  Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation). (b) A Finance Party
  is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting
  reasonably), to do so might be prejudicial to it. 16. COSTS AND EXPENSES 16.1
  Transaction expenses The Borrowers shall promptly on demand pay the
  Agent, the Security Agent, the Sinosure Agent, the Arranger and Sinosure the
  amount of all costs and expenses (including legal fees and out-of-pocket
  expenses) reasonably incurred by any of them in connection with the
  negotiation, preparation, printing, execution and syndication of: (a) this
  Agreement and any other documents referred to in this Agreement; (b) any
  other Finance Documents executed after the date of this Agreement. 16.2 Amendment costs If (a) an Obligor requests an
  amendment, waiver or consent or (b) an amendment is required pursuant to
  Clause 34.9 (Change of currency), the
  Obligors shall, within three Business Days of demand, reimburse the Agent and
  the Security Agent for the amount of all costs and expenses 10


(including
  legal fees) reasonably incurred by the Agent or the Security Agent in
  responding to, evaluating, negotiating or complying with that request or
  requirement. 16.3 Enforcement costs
  The Borrowers shall, within three Business Days of demand, pay to each
  Secured Party the amount of all costs and expenses (including legal fees)
  incurred by that Secured Party in connection with the enforcement of, or the
  preservation of any rights under, any Finance Document or the Sinosure
  Insurance Policy. 16.4 Security Agent
  expenses The Borrowers shall promptly on demand pay the Security Agent
  the amount of all costs and expenses (including legal fees) reasonably
  incurred by it in connection with holding or administering or the release of
  any Security created pursuant to any Security Document. 16.5 Account Bank fees and expenses (a) The Borrowers shall pay to the
  Account Bank all out-of pocket expenses reasonably incurred by the Account
  Bank in performance of its role under this Agreement (including, but not
  limited to, all legal fees, stamp and other documentary duties or taxes and
  expenses incurred in connection with the preparation and negotiation of this
  Agreement or under Clause 31.7(f)(i) (Further Account Bank provisions)). (b) All amounts of whatever nature payable to, and recoverable
  by, the Account Bank pursuant to the terms of this Agreement shall be payable,
  without set-off or counterclaim, by the Borrowers within 3 clear Business
  Days of receipt of any invoice of the Account Bank. 11


SECTION 7 GUARANTEE17. GUARANTEE AND INDEMNITY 17.1 Guarantee and indemnity The
  Guarantor absolutely, irrevocably and unconditionally: (a) guarantees to each
  Secured Party punctual performance by each Borrower of all that Borrowers
  obligations under the Finance Documents; (b) undertakes with each Secured
  Party that whenever a Borrower does not pay any amount when due under or in
  connection with any Finance Document, the Guarantor shall immediately on
  demand pay that amount as if it was the principal obligor; and (c) agrees
  with each Secured Party that if any obligation guaranteed by it is or becomes
  unenforceable, invalid or illegal, it will, as an independent and primary
  obligation, indemnify that Secured Party immediately on demand against any
  Loss it incurs as a result of an Obligor not paying any amount which would,
  but for such unenforceability, invalidity or illegality, or any operation of
  law have been payable by it under any Finance Document on the date when it
  would have been due. The amount payable by the Guarantor under this indemnity
  will not exceed the amount it would have had to pay under this Clause 17 if
  the amount claimed had been recoverable on the basis of a guarantee. 17.2 Continuing guarantee This guarantee
  is a continuing guarantee and will extend to the ultimate balance of sums
  payable by any Obligor under the Finance Documents, regardless of any intermediate
  payment or discharge in whole or in part. 17.3 Reinstatement If any discharge, release or arrangement (whether
  in respect of the obligations of any Obligor or any security for those
  obligations or otherwise) is made by a Secured Party in whole or in part on
  the basis of any payment, security or other disposition which is avoided or
  must be restored in insolvency, liquidation or otherwise, without limitation,
  then the liability of the Guarantor under this Clause 17 will continue or be
  reinstated as if the discharge, release or arrangement had not occurred. 17.4
  Waiver of defences The
  obligations of the Guarantor under this Clause 17 will not be affected by an
  act, omission, matter or thing which, but for this Clause, would reduce,
  release or prejudice any of its obligations under this Clause 17 (without
  limitation and whether or not known to it or any Secured Party) including:
  (a) any time, waiver or consent granted to, or composition with, any Obligor
  or other person; (b) the release of any other Obligor or any other person
  under the terms of any composition or arrangement with any creditor of any
  member of the Group; 12


(c) the taking,
  variation, compromise, exchange, renewal or release of, or refusal or neglect
  to perfect, take up or enforce, any rights against, or security over assets
  of, any Obligor or other person or any non-presentation or non-observance of
  any formality or other requirement in respect of any instrument or any
  failure to realise the full value of any security; (d) any incapacity or lack
  of power, authority or legal personality of or dissolution or change in the
  members or status of an Obligor or any other person; (e) any amendment,
  novation, supplement, extension, restatement (however fundamental and whether
  or not more onerous) or replacement of any Finance Document or any other
  document or security, including any change in the purpose of, any extension
  of or any increase in any facility or the addition of any new facility under
  any Finance Document or other document or security; (f) any unenforceability,
  illegality or invalidity of any obligation of any person under any Finance
  Document or any other document or security; or (g) any insolvency or similar
  proceedings. 17.5 Immediate recourse The Guarantor waives any right
  it may have of first requiring any Secured Party (or any trustee or agent on
  its behalf) to proceed against or enforce any other rights or security or
  claim payment from any person before claiming from the Guarantor under this
  Clause 17, This waiver applies irrespective of any law or any provision of a
  Finance Document to the contrary. 17.6 Appropriations Until all amounts which may be or become payable
  by the Obligors under or in connection with the Finance Documents have been
  irrevocably paid in full, each Secured Party (or any trustee or agent on its
  behalf) may: (a) refrain from applying or enforcing any other moneys,
  security or rights held or received by that Secured Party (or any trustee or
  agent on its behalf) in respect of those amounts, or apply and enforce the
  same in such manner and order as it sees fit (whether against those amounts
  or otherwise) and the Guarantor shall not be entitled to the benefit of the
  same; and (b) hold in an interest-bearing suspense account any moneys
  received from the Guarantor or on account of the Guarantors liability under
  this Clause 17, 17.7 Deferral of
  Guarantors rights Until all amounts which may be or become payable by
  the Obligors under or in connection with the Finance Documents have been
  irrevocably paid in full and unless the Agent or, as the case may be, the
  Security Agent otherwise directs, the Guarantor will not exercise any rights
  which it may have by reason of performance by it of its obligations under the
  Finance Documents or by reason of any amount being payable or liability
  arising under this Clause 17: (a) to be indemnified by an Obligor; 13


(b) to claim or
  exercise any rights of contribution from any Obligor or any other guarantor
  of any Obligors obligations under the Finance Documents; (c) to exercise its
  rights of subrogation and reimbursement against any Obligor; (d) to claim or
  exercise any set-off or counterclaim against any Obligor or claim or prove in
  competition with the Agent or the Security Agent or any of the other Secured
  Parties in the liquidation of a Borrower or any other Obligor or have the
  benefit of, or share in, any payment from or composition with, a Borrower or
  any other Obligor or any other Finance Document now or hereafter held by any
  of the Secured Parties in respect of the obligations under the Finance
  Documents; (e) to bring legal or other proceedings for an order requiring any
  Obligor to make any payment, or perform any obligation, in respect of which
  the Guarantor has given a guarantee, undertaking or indemnity under Clause
  17.1 (Guarantee and indemnity); and/or
  (f) to take the benefit (in whole or in part and whether by way of
  subrogation or otherwise) of any rights of the Secured Parties under the
  Finance Documents or of any other guarantee or security taken pursuant to, or
  in connection with, the Finance Documents by any Secured Party. If the
  Guarantor receives any benefit, payment or distribution in relation to such
  rights it shall hold that benefit, payment or distribution to the extent
  necessary to enable all amounts which may be or become payable to the Secured
  Parties by the Obligors under or in connection with the Finance Documents to
  be repaid in full on trust for the Secured Parties and shall promptly pay or
  transfer the same to the Agent or as the Agent may direct for application in
  accordance with Clause 34 (Payment
  mechanics) of this Agreement. 17.8
  Additional security This guarantee is in addition to and is not in any
  way prejudiced by any other guarantee or security now or subsequently held by
  any Secured Party. 14


SECTION 8EARNINGS ACCOUNTS 18. EARNINGS ACCOUNTS 18.1 Account Bank The Earnings Accounts
  referred to in this Clause 18 shall be held at such branch of the Account
  Bank in London as the Account Bank may reasonably require. 18.2 Earnings Accounts (a) Subject to the
  provisions of this Clause 18.2 each Borrower shall open and thereafter
  maintain its Earnings Account at the relevant branch of the Account Bank,
  denominated in Dollars (b) Neither the existence of Earnings Accounts, nor
  the insufficiency of funds in any of them, nor any inability to apply any
  funds in any of them towards the relevant payment, shall affect the
  obligation of the Borrowers to make all payments required to be made to the
  Finance Parties or any of them on the due date for payment in accordance with
  the Finance Documents. (c) The Account Bank acknowledges that each Borrower
  has, pursuant to the Account Charge to which it is a party, granted a first
  fixed charge over its Earnings Account, in favour of the Security Agent (d)
  No sum may be credited to or withdrawn from any Earnings Account except as
  expressly permitted or required by this Agreement. (e) Each Borrower shall
  ensure the payment into its Earnings Account of: (i) all Borrower Revenues
  (other than sums which in accordance with this Clause 18.2 are otherwise
  applied) received by it; (ii) any amounts paid to it pursuant to the Hedging
  Documents; (iii) any other amounts (including any other amounts paid or
  advanced to it under the Finance Documents) received by it for any reason
  whatsoever except for amounts which, in accordance with this Clause 18.2, are
  otherwise applied. (f) Subject to Clause 18.5 (No withdrawals in certain circumstances), each Borrower may
  withdraw any sum from its Earnings Account. 18,3 Receipts into Earnings Accounts (a) The Account Bank shall not
  be obliged to make available to the Borrowers any sum which it is expecting
  to receive for the account of the Borrowers until it has received it. (b) The
  Borrowers shall promptly convert, or instruct the Account Bank to convert,
  into Dollars any funds received by them in a currency other than Dollars for
  crediting to the Earnings Account on the day of conversion into Dollars. (c)
  The Borrowers agree that the Account Bank has no responsibility whatsoever to
  ensure that amounts are deposited into the Earnings Accounts. 15


18.4 Withdrawals Requests from Earnings Accounts
  (a) All requests for withdrawals from an Earnings Account shall be made in
  accordance with a payment instruction provided to the Account Bank at least 3
  clear Business Days before the date on which the payment is to be made (Payment Instruction) provided
  that the relevant Earnings Account contains sufficient cleared funds to make
  such payment. (b) If there are insufficient cleared funds in the relevant
  Earnings Account to make a payment in accordance with a Payment Instruction
  then the Account Bank will inform the relevant Borrower of the shortfall as
  soon as practicable. Until the Account Bank is able to contact that Borrower
  and receive instructions, the Account Bank will be under no obligation to
  make a payment in accordance with a Payment instruction. The Account Bank is
  under no obligation to inform any other person (including, but not limited
  to, any person that is to receive the payment) if there are insufficient
  cleared funds credited to the relevant Earnings Account to make a payment in
  accordance with a Payment Instruction. (c) Each Borrower confirms that the
  Account Bank shall be entitled to treat each Payment Instruction as
  conclusive evidence of the same without any further investigation or enquiry.
  Each Borrower shall hold the Account Bank harmless and no claim or dispute
  shall be raised by any party or entity for lack of conformity of the
  respective Payment Instruction. If any dispute or claim is raised, each
  Borrower shall indemnify and keep indemnified the Account Bank for any loss,
  liability or claim, action, damages and expenses other than to the extent
  arising from its wilful misconduct and gross negligence. (d) The Account Bank
  shall release the amounts standing to the credit of the Earnings Accounts or
  any portion thereof to any designated payee in accordance with: (i) Clause
  18.4(a) or (ii) the terms of an order, judgment or decree ordering the
  release of amounts standing to the credit of the Earnings Accounts or any
  portion thereof, accompanied by a legal opinion satisfactory to the Account
  Bank given by counsel for the party requesting such release to the effect
  that such order, judgment or decree represents a final adjudication of the
  rights of the parties by a court of competent jurisdiction, and that the time
  for appeal from such order, judgment or decree has expired without an appeal
  having been made. (e) Each of the Borrowers and the Security Agent undertakes
  to give the Account Bank five clear Business Days notice in writing of any
  amendment to its Authorised Representatives or Callback Contacts giving the
  details specified in Schedule 10. Any amendment of Authorised Representatives
  or Callback Contacts of each Borrower or of Authorised Representatives of the
  Security Agent shall take effect upon the expiry of such five clear Business
  Days notice. (f) Promptly upon receipt of a Payment Instruction or the
  receipt of an order, judgment or decree and opinion of counsel referred to in
  Clause 18.4(d)(ii) above (and in no event later than three
  (3) clear Business Days following any such receipt at), the Account Bank
  shall release the amounts standing to the credit of the Earnings Accounts, or
  any portion thereof, as relevant. 57


(g) Any payment
  by the Account Bank under this Agreement will be made without any deduction or withholding for or on account
  of any tax unless such deduction or withholding is required by applicable
  law. (h) If the Account Bank is required by law to make a deduction or
  withholding, it will not pay an additional amount in respect of that
  deduction or withholding to the relevant Party. (i) Each Borrower has,
  pursuant to the relevant Accounts Charge, granted a right of pledge in rem
  over the relevant Earnings Accounts in favour of each Lender of which the
  Account Bank has been notified by the Borrowers. (j) On the date of each
  withdrawal made by a Borrower from an Earnings Account, the Borrowers shall
  be deemed to represent and warrant that: (i) no Default would occur as a
  result of the withdrawal (other than any Default (not being an Event of
  Default) which will be cured as a result of making any such withdrawal); and
  (ii) each withdrawal is permitted pursuant to the terms of this Agreement. 18.5
  No withdrawals in certain
  circumstances Notwithstanding anything else in this Clause 18, no
  withdrawal shall be made by the Borrowers from its Earnings Account: (a) if a
  Default is continuing or an Event of Default has occurred (provided that
  (notwithstanding the provisions of this sub-paragraph (a)), to the extent
  none of the circumstances in sub-paragraphs (b), (c) or (d) below
  have or would arise, a Borrower may make a withdrawal from its Earnings
  Account solely in respect of any operating expenses and general
  administrative expenses relating to any Vessel which are reasonable and which
  need to be discharged in order to enable the continued operation of such
  Vessel and in circumstances where the relevant Borrower has provided to the
  Agent reasonable evidence of the payments that need to be made); (b)
  following receipt by the Account Bank of a notice from the Agent or the
  Security Agent stating that the Agent has made a declaration under Clause 26 (Events of Default) (except as the
  Agent or, as the case may be, the Security Agent shall otherwise agree); (c)
  if, prior to the date of the relevant proposed withdrawal, the Agent or the
  Security Agent notifies the Borrowers and the Account Bank that the
  withdrawal is not or would not be permitted under this Agreement and such
  notice shall specify (for the benefit of the Borrowers) the provision of this
  Agreement which prohibits such withdrawal; or (d) to the extent that such
  Earnings Account would become overdrawn as a result. 18.6 Access to books and records/audit rights (a) Without
  prejudice to Clause 29.13 (Confidentiality)
  and to Clause 24.7 (Inspection),
  the Borrowers irrevocably grant the Agent and any of its appointed
  representatives unrestricted access to review the books and records of the
  Earnings Accounts whether or not such books and records are confidential and
  instruct the Account Bank to deliver to the Agent copies of all bank statements in respect of
  the Earnings Accounts at the same time as sent to the Borrowers. 58


The Borrowers
  authorise the Account Bank to give each Finance Party unrestricted access, on
  reasonable prior notice, to review such books and records held by the Account
  Bank. (b) Nothing in this Clause 18.6 shall require the Account Bank to
  disclose to any person any books, records or other information which the
  Account Bank would not be required to disclose to the Borrowers. 59


SECTION 9REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF
  DEFAULT 19. REPRESENTATIONS 19.1 Continuing representations
  Each Obligor jointly and severally makes the representations and warranties
  set out in Clauses 19.1(a) to 19.1(z) (inclusive) to each Secured
  Party on the date of this Agreement. (a) Status (i) it (and so far as it is aware, the other parties to
  the Finance Documents (other than the Finance Parties) and the Operative
  Documents) is a corporation, duly incorporated and validly existing under the
  law of its Home Jurisdiction. (ii) each of its Subsidiaries (and so far as it
  is aware, the other parties to the Finance Documents (other than the Finance
  Parties) and the Operative Documents) has the power to own its assets and
  carry on its business as it is being conducted. (b) Binding obligations The obligations expressed to be assumed by
  it in each Finance Document and Operative Document (and so far as it is
  aware, the other parties to the Finance Documents (other than the Finance
  Parties) and the Operative Documents) are legal, valid, binding and
  enforceable, subject to: (i) any general principles of law limiting its
  obligations which are specifically referred to in any legal opinion delivered
  pursuant to Clause 4 (Conditions of
  Utilisation) or Clause 28 (Changes
  to the Obligors); or (ii) in
  the case of any Security Document, the requirements specified at the end of
  Clause (e) (Validity and
  admissibility in evidence). (c) Non-conflict with other obligations The entry into and
  performance by it of, and the transactions contemplated by, the Finance
  Documents and Operative Documents (and so far as it is aware, the other
  parties to the Finance Documents (other than the Finance Parties) and the
  Operative Documents) do not and will not conflict with: (i) any law or
  regulation applicable to it; (ii) its or any of its Subsidiaries
  constitutional documents; or (iii) any agreement, or instrument binding upon
  it or any of its Subsidiaries or any of its Subsidiaries assets, nor (except
  as provided in any Security Document) result in the existence of, or oblige
  it to create, any Security over any of its assets. 60


(d) Power and authority It (and so far
  as it is aware, the other parties to the Finance Documents (other than the
  Finance Parties) and the Operative Documents) has the power to enter into,
  perform and deliver, and has taken all necessary action to authorise its
  entry into, performance and delivery of, the Finance Documents and Operative
  Documents to which it is a party and the transactions contemplated by those
  Finance Documents and Operative Documents. (a) Validity and admissibility in evidence All Authorisations
  required or desirable: (i) to enable each Borrower lawfully to own the
  relevant Vessel; (ii) to enable it lawfully to enter into, exercise its
  rights and comply with its obligations in the Finance Documents and Operative
  Documents to which it is a party; (iii) to make the Finance Documents and
  Operative Documents to which it is a party admissible in evidence in its
  jurisdiction of incorporation; and (iv) to enable it to create the Security
  to be created by it pursuant to any Security Document and to ensure that such
  Security has the priority and ranking it is expressed to have, have been
  obtained or effected and are in full force and effect save for the making of
  the appropriate registrations of the Mortgages with the Registry. (f) Governing law and enforcement (i)
  The choice of governing law stated to govern any Finance Document and any
  Operative Document will be recognised and enforced in its Home Jurisdiction
  and in the Flag State. (ii) Any judgment obtained in England in relation to a
  Finance Document or an Operative Document will be recognised and enforced in
  its Home Jurisdiction, the Flag State and, in relation to any Finance
  Document or Operative Document governed by the law other than English law,
  the jurisdiction of the governing law of that document. (g) Deduction of Tax It is not
  required to make any deduction for or on account of Tax from any payment it may
  make under any Finance Document. (h)
  No filing or stamp taxes Except for the registration of the Mortgages
  under the laws of the Flag State through the Registry, under the law of its
  Home Jurisdiction it is not necessary that the Finance Documents or the
  Sinosure Insurance Policy be filed, recorded or enrolled with any court or
  other authority in that jurisdiction or that any stamp, registration or
  similar tax be paid on or in relation to the Finance Documents or the
  Sinosure Insurance Policy or the transactions contemplated by the Finance
  Documents or the Sinosure Insurance Policy. 61


(i) No default (i) No Default is
  continuing or might reasonably be expected to result from the making of any
  Utilisation. (ii) No other event or circumstance is outstanding which
  constitutes a default under any other agreement or instrument which is
  binding on it or any of its Subsidiaries or to which its (or any of its
  Subsidiaries) assets are subject which might have a Material Adverse Effect.
  (j) No misleading information
  Any written or factual information provided by or on behalf of any member of
  any Obligor was true and accurate in all material respects as at the date it
  was provided or as at the date (if any) at which it is stated. (k) Financial statements (i) In the case
  of the Guarantor, its Original Financial Statements, and in the case of the
  Borrowers, its most recent profit and loss statement (up to the EBITBA level), were prepared in
  accordance with GAAP consistently applied. (ii) In the case of the Guarantor,
  its Original Financial Statements fairly represent its financial condition
  and operations (consolidated in the case of the Guarantor), and in the case
  of the Borrowers, its most recent profit & loss statement (up to the
  EBITDA level) fairly represents its financial condition, as at the end of and
  for the relevant financial year. (iii) There has been no material adverse
  change in its business or financial condition (or the business or operations,
  consolidated financial condition or operations of the Group taken as a whole,
  in the case of the Guarantor) since the date of its most recent financial
  statements. (l) Pari passu ranking
  (i) Subject to the requirements specified at the end of Clause 19.1(e) (Validity and admissibility in evidence), each
  Security Document creates (or, once entered into, will create) in favour of
  the Security Agent for the benefit of the Secured Parties the Security which
  it is expressed to create with the ranking and priority it is expressed to
  have. (ii) Without limiting paragraph (i) above, its payment obligations
  under the Finance Documents rank at least pari passu with the claims of all its other unsecured and
  unsubordinated creditors, except for obligations mandatorily preferred by law
  applying to companies generally. (m) No
  proceedings pending or threatened No litigation, arbitration or
  administrative proceedings of or before any court, arbitral body or agency
  (including but not limited to investigative proceedings) which, if adversely
  determined, might reasonably be expected to have a Material Adverse Effect 62


have (to the
  best of its knowledge and belief) been started or threatened against it or
  any of its Subsidiaries. (n) Immunity
  It will not be entitled to claim immunity from suit, execution, attachment or
  other legal process in any proceedings taken in respect of itself or any of
  its assets in the Peoples Republic of China or in any other jurisdiction in
  relation to any Finance Document. (o) Environmental
  laws and licences It and each of its Subsidiaries and the Manager has:
  (i) complied with all Environmental Laws to which it may be subject and
  procured that the Vessel relating to it meets any standards or requirements
  applicable to it under Environmental Laws; (ii) obtained all Environmental
  Licences required or desirable in connection with its business and the Vessel
  relating to it; (iii) complied with the terms of those Environmental
  Licences; and (iv) disclosed all environmental reports and other assessments
  commissioned from external consultants which relate to the Vessel or its
  business. (p) Environmental releases
  No: (i) property (including any Vessel) currently or previously owned,
  leased, occupied or controlled by it (including any offsite waste management
  or disposal location utilised by it or any of its Subsidiaries) is
  contaminated with any Hazardous Substance; (ii) discharge, release, leaching,
  migration or escape of any Hazardous Substance into the Environment has
  occurred or is occurring on, under or from that property (including any
  Vessel); and (iii) Environmental Claim is pending or threatened or likely to
  be made against it. (q) Operative
  Documents (i) The copies of the Operative Documents delivered to the
  Agent prior to the date of the Agreement are true, correct and up-to-date;
  (ii) Each Operative Document constitutes valid, binding and enforceable
  obligations of each party to it in accordance with its terms; and (iii) There
  have been no amendments of, or variations to, termination of, or waiver of
  any right of obligation under, any Operative Documents which has not been
  approved by the Agent and no action has been taken by any party to those
  documents which in any way renders any Operative Document inoperative or
  unenforceable, in whole or in part. 63


(r) Ownership of the Obligors (i)
  members of the Coustas Family are the ultimate legal and beneficial owners of
  not less than thirty-three and one third per cent. (33 1/3%) of the issued
  share capital plus one share of the Guarantor; and (ii) The Guarantor is the
  legal and beneficial owner of not less than 100 per cent. of the issued share
  capital of each Borrower. (s) No
  Default under the Shipbuilding Contracts No Borrower is in default of
  any of its obligations under the Shipbuilding Contracts. (t) No Security (i) No Obligor has
  previously charged, encumbered or assigned the benefit of any of their
  rights, title and interest in or to the Shipbuilding Contracts and such
  benefit and all such rights, title and interest are freely assignable and
  chargeable in the manner contemplated by the Security Documents; (ii) No
  property or rights of the Borrowers or any part thereof is subject to any
  Security, other than Permitted Lien. (u) No other business No Borrower has prior to the date of this
  Agreement entered into any agreement or incurred any liability other than
  pursuant to or as contemplated by the Finance Documents and the Operative
  Documents or any matter ancillary thereto. (v) Money Laundering Any termination contemplated by each
  Obligor under the Finance Documents and the performance of such Obligors obligations
  under the Finance Documents to which it is a party will be for its own
  account and will not involve any breach by it of any law or regulatory
  measure relating to money laundering as defined in Article 1 of the
  Directive (91/308/ELC) of the Council of the European Communities or any
  equivalent law or regulatory measure in any other jurisdiction. (w) No rebate There is no agreement
  or understanding to allow or pay any rebate, premium, commission, discount or
  other benefit or payment (howsoever described) to any Obligor, the Seller or
  any third party in connection with the purchase by the Borrowers of the
  Vessels, other than as disclosed to the Agent in writing on or prior to the
  date of this Agreement. (x) Taxes It
  has paid all Taxes applicable to, or imposed on or in relation to it and its
  business. 64


(y) Solvency (i) No member of the Group
  is unable, or admits or has admitted its inability to pay its debts or has
  suspended or is about to suspend making payment on any of its debts or has
  ceased to meet its liabilities generally as they become due. (ii) No member
  of the Group has made or intends to make any formal declaration of bankruptcy
  or any formal statement to the effect that it is insolvent or likely to
  become insolvent. (iii) The value of the assets of the Group as a whole is
  not less than its liabilities (taking into account contingent and prospective
  liabilities). (iv) No moratorium is being, or may, in the reasonably
  foreseeable future be, declared in respect of any indebtedness of any member
  of the Group. (v) No corporate action, legal proceedings or other procedure
  or step described in paragraph (i) of Clause 26.8 (Insolvency proceedings) in Clause
  26.9 (Creditors process) has
  commenced. (z) The Borrowers have not entered into any Hedging Documents
  other than the Existing Hedging Documents. 19.2 Delivery Date representations Each Obligor jointly and severally
  makes the Repeating Representations and the representations and warranties
  set out in this Clause 19.2 to each Secured Party on the Delivery Date for
  each Vessel: (a) Vessel The
  relevant Vessel is: (i) in the absolute ownership of the applicable Borrower
  who is the sole, legal and beneficial owner of such Vessel, subject to the
  Security created pursuant to the Security Documents; (ii) registered in the
  name of the applicable Borrower through the Registry as a ship operating
  under the laws and flag of the Flag State; (iii) operationally seaworthy and
  in every way fit for service; and (iv) classed with the Classification free
  of all outstanding and overdue requirements and recommendations of the
  Classification Society which could affect the class of such Vessel. (b) Consents obtained Every consent,
  authorisation, licence or approval of, or registration with or declaration
  to, governmental or public bodies or authorities or courts required by each
  Borrower (and considered by the Agent, in its absolute discretion, to be
  material) to authorise, or required by the applicable Borrower in connection
  with, the execution, delivery, validity, enforceability or admissibility in
  evidence of the relevant Mortgage or the relevant Management Agreement or the
  performance by each Borrower of its obligations under 65


the Security
  Documents relating to the relevant Vessel, has been obtained or made and is
  in full force and effect and there has been no default in the observance of
  any condition or restriction (if any) imposed in, or in connection with, any
  of the same. (c) Vessel Insurances
  All Insurances in respect of the relevant Vessel are in full force and effect.
  (d) Title Each Borrower has
  good and marketable title to the assets subject to the Security created by it
  pursuant to any Security Document, free from all Security except the Security
  created pursuant to, or permitted by, the Finance Documents. (e) Environmental Releases No
  Environmental Claim is pending or threatened or likely to be made against the
  relevant Vessel. (f) Vessels
  employment (i) The relevant Vessel will not be subject to any charter
  other than the Time Charters and there will not be any agreement or
  arrangement whereby the Earnings may be shared with any other person other
  than as contemplated by the Security Documents. (ii) The relevant Time
  Charter for that Vessel has not been amended, varied or supplemented save as
  approved in writing by all the Lenders. (iii) Each Borrower is, to the best
  of its knowledge after due enquiry, not aware of any information, fact,
  circumstance or event relating to the Charterer and/or the relevant Time
  Charter for that Vessel, which would adversely affect the performance,
  legality, validity or binding nature of the obligations of the Charterer
  thereunder. (g) Freedom from Security
  Neither the relevant Vessel (or its Earnings, Insurances or Requisition
  Compensation), the Time Charter relating to that Vessel, the Earnings
  Accounts or any other properties or rights of the Obligors which are, or are
  to be, the subject of any of the Security Documents nor any part thereof is
  subject to any Security other than any Permitted Lien. (h) ISM Code and ISPS Code compliance
  All requirements of the ISM Code and the ISPS Code as they relate to the
  relevant Borrower, the Manager and the relevant Vessel have been complied
  with. 19.3 Repetition The
  Repeating Representations are deemed to be made by each Obligor by reference
  to the facts and circumstances then existing on the date of each Utilisation
  Request and the first day of each Interest Period, and as if reference in
  Clause 19.1(k) (Financial
  statements) to the Original Financial Statements were a reference to
  the then most recent audited consolidated financial statements of that
  Obligor. 66


20. INFORMATION UNDERTAKINGS The
  undertakings in this Clause 20 remain in force from the date of this
  Agreement for so long as any amount is outstanding under the Finance
  Documents or any Commitment is in force. 20.1 Financial statements Each Obligor shall supply to the Agent in
  sufficient copies for all the Lenders: (a) as soon as the same become
  available, but in any event within 150 days after the end of each of its financial
  years, the audited consolidated financial statements of the Guarantor for
  that financial year; and (b) as soon as the same become available, but in any
  event within 40 days after the end of each half of each of its financial
  years, the consolidated financial statements of the Guarantor for that
  financial half year; and (c) as soon as the same become available, but in any
  event within 40 days after the end of each quarter: (i) the consolidated
  financial statements of the Guarantor for that quarter; and (ii) profit and
  loss statements up to the EBITDA level of each Borrower for that quarter.
  20.2 Compliance Certificate
  (a) Each Obligor shall supply to the Agent, with each set of financial
  statements delivered pursuant to paragraph (a)(a) or (b)(b) or
  (c) of Clause 20.1 (Financial
  statements), a Compliance Certificate setting out (in reasonable
  detail) computations as to compliance with Clause 21 (Financial covenants) as at the date as at which those
  financial statements were drawn up. (b)
  Each Compliance Certificate shall be signed by the Chief Financial
  Officer or two directors of the relevant Obligor and, if required to be
  delivered with the financial statements delivered pursuant to paragraph
  (a)(i) of Clause 20.1 (Financial
  statements). 20.3 Requirements
  as to financial statements (a) Each set of financial statements
  delivered by an Obligor pursuant to Clause 20.1 (Financial statements) shall be certified by a director of the
  relevant company as fairly representing its (or, as the case may be, its consolidated)
  financial condition and operations as at the end of and for the period in
  relation to which those financial statements were drawn up. (b) Each Obligor
  shall procure that each set of its financial statements delivered pursuant to
  Clause 20.1 Financial Statements) is
  prepared using GAAP, accounting practices and financial reference periods
  consistent with those applied in the preparation of the Original Financial
  Statements for that Obligor unless, in relation to any set of financial
  statements, it notifies the Agent that there has been a change in GAAP, the
  accounting practices or reference periods and its auditors (or, if
  appropriate, the auditors of the Obligor) deliver to the Agent: (i) a
  description of any change necessary for those financial statements to reflect
  the GAAP, accounting practices and reference periods upon which that
  Obligors Original Financial Statements were prepared; and 67


(ii) sufficient
  information, in form and substance as may be reasonably required by the
  Agent, to enable the Lenders to determine whether Clause 21 (Financial covenants) has been
  complied with and make an accurate comparison between the financial position
  indicated in those financial statements and that Obligors Original Financial
  Statements. Any reference in this Agreement to those financial statements
  shall be construed as a reference to those financial statements as adjusted
  to reflect the basis upon which the Original Financial Statements were
  prepared. 20.4 Information: miscellaneous Each Obligor shall supply to the
  Agent (in sufficient copies for all the Lenders, if the Agent so requests,
  and each Hedging Bank): (a) all documents dispatched by it to its creditors
  generally at the same time as they are dispatched; (b) all documents required
  by any applicable law to be dispatched by it to its shareholders (or any
  class of them)), generally at the same time as they are dispatched; (c) at
  any time following a Default, all documents dispatched by it to its
  shareholders (or any class of them) generally
  at the same time as they are dispatched; (d) promptly, such further
  information regarding the financial condition, business and operations of any
  member of the Group as any Finance Party (through the Agent) or Hedging Bank
  may reasonably request; (e) upon reasonable request by the Agent, any
  information regarding: (i) any Vessel, her employment, position, arrangements
  and Insurance; (ii) the Earnings and payments and amounts due to the master
  and crew of any Vessel; (iii) any expense incurred, or likely to be incurred,
  in connection with the operation, maintenance or repair of a Vessel and any
  payment made in respect of a Vessel; (iv) any damages and salvages; (v) its
  compliance, the Mangers compliance or the compliance of any Vessel with the
  ISM Code and the ISPS Code, and upon the Agents request, provide copies of
  any current charter relating to a Vessel and of any current charter guarantee
  relating to a Vessel, and of the ISM Code and ISPS Code documentation; and
  (f) all documents or information as required by Sinosure, the Sinosure Agent
  or the Agent in relation to the Sinosure Insurance Policy. 20.5 Information: Shipbuilding Contract
  (a) Each Obligor shall, upon the request of the Agent, advise the Agent on
  the progress of construction of any Vessel and supply the Agent with such
  other information as the Agent and/or the other Secured Parties may
  reasonably request regarding such Vessel, the materials 68


allocated to
  such Vessel, the Shipbuilding Contract relating to that Vessel, or otherwise
  in relation to the construction of such Vessel. (b) Each Obligor shall
  promptly notify the Agent in writing (and in sufficient copies for all the
  Lenders if the Agent so requests) of: (i) receipt by an Obligor of a notice
  of delay and extension of time from the Seller under any Shipbuilding
  Contract; (ii) any amendment, waiver, variation or termination of a
  Shipbuilding Contract or a decision to re-negotiate a Shipbuilding Contract
  after having invoked rights thereunder; (iii) a breach under any Shipbuilding
  Contract; (iv) the termination (howsoever it occurs) of any Shipbuilding
  Contract if either party purports to do so; (v) the rejection of a Vessel by
  a Borrower; (vi) the Total Loss of a Vessel prior to its Delivery or any
  damage affecting the Classification or proposed Delivery Date of a Vessel;
  and (vii) receipt by an Obligor of notification of a proposed Delivery Date
  from the Shipbuilder 20.6 Notification
  of Default, litigation and adverse events Each Obligor shall notify
  the Agent and each Hedging Bank of (and if any such event is continuing, the
  steps, if any, being taken to remedy it): (a) any Default (and the steps, if
  any, being taken to remedy it) promptly upon becoming aware of its
  occurrence; (b) promptly upon becoming aware of them, the details of any
  litigation, arbitration or administrative proceedings which are current,
  threatened or pending against any member of the Group and which might, if
  adversely determined, result in a liability of US$500,000 or more or have a
  Material Adverse Effect; (c) in the event that the Seller and/or either
  Borrower resorts to arbitration as provided in Article XIII of the
  Shipbuilding Contract relating to that Vessel immediately notify the Agent in
  writing that such arbitration has been initiated, advise the Agent in writing
  of the identity of the appointed arbitrators and upon termination of the
  arbitration notify the Agent in writing to that effect and supply the Agent
  with a copy of the arbitration award and a certified English translation
  thereof (to the extent that the award is not delivered in English). (d) any
  Total Loss of a Vessel or the occurrence of or any event which, by the
  passing of time or otherwise, will likely constitute a Total Loss of a
  Vessel, or any damage to a Vessel affecting the Classification or proposed
  Delivery Date of that Vessel; (e) any
  damage, accident or casualty in respect of a Vessel where the cost would be
  likely to exceed US$750,000 (the Specified
  Amount); (f) any actual or likely claim by any third party relating
  to a Vessel for an amount in excess of the Specified Amount; 69


(g) any
  requirement of an Insurer, the Classification Society, the Registry or other
  Competent Authority which has been made in respect of a Vessel which is not,
  or cannot be, complied with in accordance with the terms of this Agreement or
  of the Mortgage relevant to that Vessel (including without limitation any
  time limit specified by any Insurer, the Classification Society, the Registry
  or any other Competent Authority; (h) any assistance given to a Vessel which
  is likely to result in a lien for salvage over a Vessel; (i) any material
  failure to comply with the requirements of the ISM Code or ISPS Code
  applicable to a Vessel; (j) any formally threatened or actual withdrawal of
  any document or certificate (including any Environmental Licence) generally
  applicable to a Vessel which is required or desirable in connection with any
  maritime regulations or Environmental Law; (k) 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; (l) any Security other
  than a Permitted Lien arising over a Vessel; (m) any event of default,
  potential event of default (however described) or the termination (by
  effluxion of time or otherwise) under a Time Charter; (n) the attachment,
  arrest, seizure, requisition for use or hire or detention of the Vessel (if
  the arrest or detention has not been released within 5 Business Days of its
  imposition or the relevant Borrower considers that the arrest or detention
  will not be released within 5 Business Days of its imposition); and (o) any
  intended dry docking of a Vessel which the relevant Borrower knows, or
  reasonably determines, will or may exceed (or has exceeded) 30 days in total.
  20.7 Notification of Environmental
  Claim Each Obligor shall, and shall procure that each Manager shall,
  notify the Agent and each Hedging Bank of: (a) any Environmental Claim
  promptly upon becoming aware of its occurrence; (b) any Environmental Claim
  which is pending; (c) any investigation into any matter which is reasonably
  likely to result in an Environmental Claim which may reasonably be expected
  to have a Material Adverse Effect; (d) any Environmental Licence which has
  been revoked, suspended, amended, varied, withdrawn or refused, the
  revocation, suspension, amendment, variation, withdrawal or refusal of which
  may reasonably be expected to have a Material Adverse Effect. 20.8 Know your customer checks (a) If:
  (i) the introduction of or any change in (or in the interpretation,
  administration or application of) any law or regulation made after the date
  of this Agreement; (ii) any change in the status of an Obligor after the date
  of this Agreement; or 70


(iii) a
  proposed assignment or transfer by a Lender of any of its rights and
  obligations under this Agreement to a party that is not a Lender prior to
  such assignment or transfer, obliges the Agent, the Security Agent or any
  Lender (or, in the case of paragraph (iii) above, any prospective new
  Lender) to comply with know your customer or similar identification
  procedures in circumstances where the necessary information is not already
  available to it, each Obligor shall promptly upon the request of the Agent,
  the Security Agent or any Lender supply, or procure the supply of, such
  documentation and other evidence as is reasonably requested by the Security
  Agent, the Agent (for itself or on behalf of any Lender) or any Lender (for
  itself or, in the case of the event described in paragraph (iii) above,
  on behalf of any prospective new Lender) in order for the Agent, the Security
  Agent, such Lender or, in the case of the event described in paragraph
  (iii) above, any prospective new Lender to carry out and be satisfied it
  has complied with all necessary know your customer or other similar checks
  under all applicable laws and regulations pursuant to the transactions
  contemplated in the Finance Documents. (b) Each Lender shall promptly upon
  the request of the Agent supply, or procure the supply of, such documentation
  and other evidence as is reasonably requested by the Agent (for itself) in
  order for the Agent to carry out and be satisfied it has complied with all
  necessary know your customer or other similar checks under all applicable
  laws and regulations pursuant to the transactions contemplated in the Finance
  Documents. 20.9 Information: Time
  Charter Each Obligor shall promptly notify the Agent in writing (and
  in sufficient copies for all the Lenders if the Agent so requests) of: (a)
  any amendment, waiver, variation or termination of a Time Charter or a
  decision to renegotiate a Time Charter; (b) a breach under any Time Charter;
  (c) the termination (howsoever it occurs) of any Time Charter if either party
  purports to do so. 20.10 Sinosure
  requested documents Each Obligor shall supply to the Agent (in
  sufficient copies for all the Lenders, if the Agent so requests) with such
  additional financial and other information concerning any Obligor as the
  Agent or any Secured Party (acting through the Agent) may from time to time
  reasonably request in order to satisfy the requests of Sinosure pursuant to
  the Sinosure Insurance Policy. 21. FINANCIAL
  COVENANTS 21.1 Financial
  condition The Guarantor shall ensure that: (a) the value of Minimum
  Liquidity is not less than: (i) at any time during the period beginning on
  the date of this Agreement and ending on (and including) the third
  anniversary of the date of this Agreement, US$30,000,000; and 71


(ii) at any
  time after the period referred to in (i) above, an amount equal to the
  higher of US$30,000,000 and 2% of Consolidated Debt; (b) Total Net Debt for
  any Relevant Period will not at any time exceed 70% of Adjusted Total
  Consolidated Assets for that Relevant Period; (c) the ratio of EBITDA to
  Interest Expense for a twelve (12) month period ending on the last day of any
  Relevant Period is not less than 2.5:1; and (d) the Adjusted Net Worth for
  any Relevant Period is not less than US$400,000,000. 21.2 Financial covenant calculations
  Adjusted Net Worth, Adjusted Total Consolidated Assets, EBITDA, Interest
  Expense, Minimum Liquidity and Total Net Debt, shall be calculated and
  interpreted on a consolidated basis in accordance with the GAAP applicable to
  the Original Financial Statements of the Guarantor and shall be expressed in
  Dollars. 21.3 Definitions In this Clause 21 (Financial Covenants): Adjusted
  Net Worth means, in relation to any Relevant Period, the Adjusted
  Total Consolidated Assets for that Relevant Period (after adding back in the
  Cash and Cash Equivalent Investments available to the Group on the last day
  of the Relevant Period) less Total Liabilities on the last day of that Relevant Period. Adjusted Total Consolidated Assets means in relation to any
  Relevant Period, the value on the last day of such period of total
  consolidated assets of the Group resulting after the replacement of the
  aggregate net book value of all the vessels (whether on-the-water or under
  construction), owned by any member of the Group (as reflected in the
  Guarantors consolidated financial statements) with an amount equal to the
  aggregate of each Market Value of each such vessel, less Cash and Cash
  Equivalent Investments available to the Group on the last day of that Relevant
  Period. Borrowings means, as
  at any time, the aggregate outstanding principal, capital or nominal amount
  (and any fixed or minimum premium payable on prepayment or redemption) of the
  Financial Indebtedness of members of the Group. For this purpose, any amount
  outstanding or repayable in a currency other than Dollars shall on that day
  be taken into account in its Dollar equivalent at the rate of exchange that
  would have been used had an audited consolidated balance sheet of the Group
  been prepared as at that day in accordance with the GAAP applicable to the
  Original Financial Statements of the Guarantor. Cash means any credit balance on any deposit, savings, current
  or other account, and any cash in hand, which is: (a) freely withdrawable on
  demand; (b) not subject to any Security; (c) denominated and payable in
  freely transferable and freely convertible currency; and 1


(d) capable of
  being remitted to an Obligor in its Home Jurisdiction. Cash Equivalent Investments means:
  (a) certificates of deposit maturing within one year after the relevant date
  of calculation (b) any investment in marketable debt obligations issued or
  guaranteed by the government of the United States of America, the United
  Kingdom, any member state of the European Economic Area or any Participating
  Member State (provided always that any such government has a rating for its
  long-term unsecured and non credit-enhanced debt obligations of A or higher
  by Standard & Poors Rating Services or Fitch Ratings Ltd or A2 or
  higher by Moodys Investor Services Limited or a comparable rating from an
  internationally recognised credit rating agency) or by an instrumentality or
  agency of any of them having an equivalent credit rating, maturing within one
  year after the relevant date of calculation and not convertible or
  exchangeable to any other security; (c) commercial paper not convertible or
  exchangeable to any other security: (i) for which a recognised trading market
  exists; (ii) issued by an issuer incorporated in the United States of
  America, the United Kingdom, any member state of the European Economic Area
  or any Participating Member State; (iii) which matures within one year after
  the relevant date of calculation; and (iv) which has a credit rating of
  either A-1 or higher by Standard & Poors Rating Services or Fl or
  higher by Fitch Ratings Ltd or P-1 or higher by Moodys Investor Services
  Limited, or, if no rating is available in respect of the commercial paper,
  the issuer of which has, in respect of its long-term unsecured and noncredit
  enhanced debt obligations, an equivalent rating; (d) any investment in money
  market funds which (i) have a credit rating of either A-1 or higher by
  Standard & Poors Rating Services or Fl or higher by Fitch Ratings
  Ltd or P-1 or higher by Moodys Investor Services Limited, (ii) which
  invest substantially all their assets in securities of the types described in
  paragraphs (a) to (c) above and (iii) can be turned into cash
  on not more than 30 days notice; or (e) any other debt security approved by
  the Majority Lenders, in each case not subject to any Security, denominated
  and payable in freely transferable and freely convertible currency and the
  proceeds of which are capable of being remitted to an Obligor in its Home
  Jurisdiction. Consolidated Debt means,
  at any time, the aggregate amount of Borrowings of the Group (excluding
  (i) any Borrowings owed by one member of the Group to another member of
  the Group and (ii) any indebtedness referred to in paragraph (g) of
  the definition of Financial Indebtedness and any guarantee or indemnity in
  respect of that indebtedness). EBITDA
  means, in relation to any period, the consolidated net income of the
  Group during that period before taking into account: 2


(a)
  consolidated interest; (b) gains or losses under any hedging arrangements;
  (c) tax; (d) depreciation; (e) amortisation; (f) any other non cash item; (g)
  capital gains or losses realised from the sale of any vessel; (h) financing
  payments, fees and commissions; (i) capital losses on vessel cancellations;
  and (j) any other Non-Recurring Items, as determined (except as needed to
  reflect the terms of this Clause 21) from the financial statements of the
  Group and Compliance Certificate delivered under Clause 20.1 (Financial statements) and Clause
  21.2 (Compliance Certificate). Interest Expense means, in
  relation to any period, the aggregate amount of interest, commission, fees
  and any other finance charges (whether or not paid or payable but excluding
  capitalised interest) accrued by the Group in that period in respect of
  Borrowings including: (a) the interest element of leasing and hire purchase
  payments; (b) commitment fees, commissions, arrangement fees, prepayment fees
  and guarantee fees; and (c) amounts in the nature of interest payable in
  respect of any shares other than equity share capital. Market Value means in respect of
  any vessel for any Relevant Period, the most recent valuation of such vessel
  performed prior to the last day of such Relevant Period and determined on the
  same methodology and basis, as to the Valuation of any Vessel pursuant to
  Clause 24.8 (Valuation) provided
  that: (a) the Guarantor shall commission the valuations of all relevant
  vessels for the purposes of this definition of Market Value on a semi-annual
  basis (to be dated as at 30 June and 31 December in each year) and,
  to the extent the Majority Lenders reasonably require having regard to the
  financial condition of the Group at the time, additionally on 31
  March and 30 September in each year; and (b) the valuations for 30
  June and 31 December in any year and to the extent that additional
  valuations are commissioned in accordance with this definition, 31
  March and 30 September in each year, shall not have a date which is
  more than 1 week prior the relevant quarter date on which a financial
  covenant in clause 21 (Financial
  Covenants) or 22.14 (Dividends
  and share redemption) is tested; and 3


(c) in the
  event that no valuation has been commissioned for 31 March or 30
  September in any year, Market Value for the relevant quarter date shall
  be calculated by reference to the most recent valuation delivered in
  accordance with this definition. Minimum
  Liquidity means the aggregate of Cash and Cash Equivalent Investments
  available to the Group. Non-Recurring
  Items means (i) in relation to any period until the financial
  year ending 31 December 2011, any exceptional, one off non-recurring
  items, or (ii) in relation to any period until the financial year ending
  31 December 2012 and for any period thereafter, any exceptional, one off
  non-recurring items up to a maximum of 5% of EBITDA during that period. Relevant Period means: (a) each
  period beginning on (and including) the first day of each financial year of
  the Guarantor and ending on (and including) the last day of the first quarter
  of such financial year; (b) each period beginning on (and including) the
  first day of the second quarter of a financial year of the Guarantor and
  ending on (and including) the last day of such quarter; (c) each period
  beginning on (and including) the first day of the third quarter of a
  financial year of the Guarantor and ending on (and including) the last day of
  such quarter; and (d) each period beginning on (and including) the first day
  of the fourth quarter of a financial year of the Guarantor and ending on (and
  including) the last day of such quarter. Total Liabilities means, in relation to any Relevant Period,
  the aggregate of (i) all Borrowings on the last day of that Relevant
  Period and (ii) all other liabilities of the Group existing or outstanding
  on the last day of that Relevant Period. Total Net Debt means, in relation to any Relevant Period,
  Total Liabilities for that Relevant Period less Cash and Cash Equivalent
  Investments available to the Group on the last day of that Relevant Period.
  22. GENERAL UNDERTAKINGS The
  undertakings in this Clause 22 remain in force from the date of this
  Agreement for so long as any amount is outstanding under the Finance
  Documents or any Commitment is in force. 22.1 Authorisations (a) Each Obligor shall promptly: (i) obtain,
  comply with and do all that is necessary to maintain in full force and
  effect; and (ii) supply certified copies to the Agent of, any Authorisation
  required under any law or regulation of its Home Jurisdiction to enable it to
  perform its obligations under the Transaction Documents and to ensure the
  legality, validity, enforceability or admissibility in evidence in its Home
  Jurisdiction of any Transaction Document. (b) The relevant Obligor shall
  promptly make the registrations specified at the end of Clause 19.1(e) (Validity and admissibility in evidence).
  4


22.2 Compliance
  with laws Each Obligor shall comply, and shall procure that the Manager
  complies, in all respects with all laws to which it may be subject, if
  failure so to comply would materially impair its ability to perform its
  obligations under the Transaction Documents. 22.3 Financial Indebtedness No
  Borrower shall create, assume, guarantee, permit to subsist or otherwise be
  liable in respect of any Financial Indebtedness, except for: (a) Financial
  Indebtedness under the Finance Documents; (b) Financial Indebtedness incurred
  in the ordinary course of business for working capital purposes or to fund
  the operation of the Vessels by the Manager provided that such indebtedness
  does not and shall not result in a Material Adverse Effect. 22.4 Negative
  pledge (a) No Obligor shall (and the Guarantor shall procure that no other
  member of the Group will) create or permit to subsist any Security over the
  Charged Assets. (b) No Borrower shall, and shall procure that the Manager
  shall not, create or permit to subsist any Security over any of the assets of
  that Borrower. (c) No Borrower shall, and shall procure that the Manager
  shall not: (i) sell, transfer or otherwise dispose of any of the assets of
  that Borrower on terms whereby they are or may be leased to or re-acquired by
  an Obligor or any other member of the Group; (ii) sell, transfer or otherwise
  dispose of any of the receivables of that Borrower on recourse terms; (iii)
  enter into any arrangement under which money or the benefit of a bank or
  other account may be applied, set-off or made subject to a combination of
  accounts; or (iv) enter into any other preferential arrangement having a
  similar effect, in circumstances where the arrangement or transaction is
  entered into primarily as a method of raising Financial Indebtedness or of
  financing the acquisition of an asset. (d) Paragraphs (a) to (c) above do not
  apply to Permitted Liens. 22.5 Disposals (a) No Obligor shall enter into a
  single transaction or a series of transactions (whether related or not and
  whether voluntary or involuntary) to sell, lease, transfer or otherwise
  dispose of its material assets, including the Charged Assets. (b) Paragraph
  (a) above does not apply to: (i) any sale, lease, transfer or other disposal
  of an asset (other than a Charged Asset) made in the ordinary course of
  trading of the disposing entity; (ii) any sale, lease, transfer or other
  disposal of the Charged Assets to which all Lenders have given their prior consent;
  or 76


(iii) a sale of
  a Vessel provided that the proceeds of sale will be sufficient to enable the
  Obligor to comply in full with its obligations under Clause 7.5 (Mandatory prepayment: Sale) and
  that the relevant Borrower provides the Agent with notice of the sale and
  copies of the memorandum of agreement entered into by it with the proposed
  purchaser, (iv) any transfer, lease or disposal of assets (other than a
  Charged Asset) which reduces the Adjusted Total Consolidated Assets by no
  more than forty per cent. (40%) provided that the relevant Obligor gives
  prior written notice to the Agent of its intention to sell, lease, transfer
  or otherwise dispose of such assets. 22.6 Merger (a) No Borrower shall enter
  into any amalgamation, demerger, merger or corporate reconciliation. (b) The
  Guarantor shall not enter into any amalgamation, demerger, merger or
  corporate reconstruction if: (i) a Default is continuing or an Event of
  Default has occurred; or (ii) a Change of Control would occur; or (iii) the Guarantor
  has failed to supply to the Agent a compliance certificate (signed by the
  Chief Financial Officer) showing in reasonable details that such action is
  not forecast on a pro forma basis to cause a breach of Clause 21 during the
  subsequent 6 month period. 22.7 Restriction
  on business No Borrower shall: (a) engage in any business other than
  as contemplated by the Transaction Documents; (b) enter into any agreement
  with any person or incur any liability to any person other than as
  contemplated by the Transaction Documents (other than with respect to Taxes,
  ordinary costs and overhead expenses arising in the ordinary course of
  business referred to in paragraph (a) above); or (c) create or permit to
  subsist any Subsidiary, in each case unless it has first obtained the consent
  of the Agent. 22.8 Change of
  business, corporate existence and Tax residence (a) The Obligors shall
  procure that no substantial change is made to the general nature of the
  business of the Group or the Obligors taken as a whole from that carried on
  at the date of this Agreement. (b) The Guarantor shall maintain its listing
  on the New York Stock Exchange, NASDAQ or any recognised investment exchange
  (as that term is used in the Financial Services Markets Act 2000). (c) Each
  Obligor shall not, without the prior written consent of the Agent, change its
  existence as a company organised under the laws of its Home Jurisdiction. 77


(d) Each
  Obligor shall not, without the written consent of the Agent, become tax
  resident in any jurisdiction other than its Home Jurisdiction. 22.9 Environmental undertakings Each
  Obligor shall (and shall procure that each of its Subsidiaries will): (a)
  comply with all Environmental Laws to which it may be subject or which may
  apply to the Vessel and take all reasonable steps to prepare for known or
  anticipated changes thereto or new obligations thereunder; (b) obtain all
  Environmental Licences required in connection with its business and the
  Vessel; and (C) comply with all Environmental Licences obtained in connection
  with its business and the Vessel, in each case where failure to do so might
  have a Material Adverse Effect. 22.10 Hedging
  (a) Each Obligor shall ensure that the hedging required by Hedging Documents
  is effected in accordance with the terms thereof. (b) Save for the Existing
  Hedging Documents, no Borrower shall enter into any Hedging Document without
  the prior written consent of all the Lenders. (c) At or before the time that
  a Borrower enters into any Hedging Document with a Hedging Bank on or after
  the date of this Agreement, such Borrower shall ensure that the counterparty
  accedes as a Hedging Bank to the Intercreditor Agreement. (d) Each Borrower
  shall grant to the Security Agent for the benefit of the Secured Parties a
  first ranking assignment, in form and substance satisfactory to the Security
  Agent, of all its rights and benefits (including any moneys payable to it)
  under each Hedging Document to which it is a party, as soon as reasonably
  practicable after it enters into the relevant Hedging Document. (e) No
  Borrower shall enter, or agree to enter, into any derivative transaction. (f)
  Paragraph (e) above does not apply to any transaction required by the
  Existing Hedging Documents or any other Hedging Document to which all the
  Lenders have consented in writing. 22.11 Pari passu ranking Each Obligor shall ensure that its payment
  obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and
  unsubordinated creditors, except for obligations mandatorily preferred by law
  applying to companies generally. 22.12 Security (a) Each Borrower will, at its own expense, take all
  such action as the Agent may reasonably require: (i) for the purpose of
  perfecting or protecting the rights of the Secured Parties under, and preserving
  the Security intended to be created or evidenced by any of the, Security
  Documents; and (ii) for the purpose of facilitating the realisation of any of
  that Security, 78


including the
  execution of any transfer, conveyance, assignment or assurance of any
  property and the giving of any notice, order or direction and the making of
  any registration which the Agent may require. (b) Each Borrower will not do,
  or consent to the doing of, anything which might prejudice the validity,
  enforceability or priority of any of the Security created pursuant to the
  Security Documents. (c) Each Borrower shall comply with any internationally
  recognised system of recordation or filing to evidence the Secured Parties
  interest in such Security. 22.13 Isabella
  Clause Each Obligor shall perform its obligations under each Finance
  Document to which it is a party notwithstanding any failure by the Seller to
  fulfil its obligations under any commercial arrangement entered into with an
  Obligor or otherwise and no Obligor shall use any failure as an excise,
  defence, set-off or counterclaim in respect of its obligations under any
  Finance Document. 22.14 Dividends and
  share redemption (a) Except as permitted under clause
  22.14(b) below, the Guarantor shall not (and will ensure that no Borrower will); (i) declare, make
  or pay any dividend, charge, fee or other distribution (or interest on any
  unpaid dividend, charge, fee or other distribution) (whether in cash or in
  kind) on or in respect of its share capital (or any class of its share
  capital); (ii) repay or distribute any dividend or share premium reserve; or
  (iii) redeem, repurchase, defease, retire or repay any of its share capital
  or resolve to do so, each a Distribution. (b) Clause 22.14(a) above
  does not apply to the following Distributions: (i) the payment of a dividend
  to the Guarantor or any of its wholly-owned subsidiaries (provided that such
  Distribution is made when no Default is continuing or would occur immediately
  after the making of such Distribution); or (ii) the payment of a dividend by
  the Guarantor to any shareholder of it provided: (i) that such Distribution
  is made when no Default is continuing or would occur immediately after the
  making of the Distribution; (ii) the Guarantor has supplied the Agent with a compliance
  certificate (signed by the Chief Financial Officer) showing in reasonable
  detail that each financial covenant set out in clause 21 (Financial covenants) is forecast
  on a pro forma basis to be complied with for the subsequent 6 month period;
  (iii) Consolidated Net Leverage for the twelve (12) month period ending on
  the last day of each of the previous four consecutive Relevant Periods (as
  tested by reference to the most recent financial statements and/or each
  Compliance Certificate delivered pursuant to clauses 20.1 to 20.3) has been
  below 6:1; 79


(iv) the
  consolidated Vessel Leverage has been above 125% at all times during the
  previous four consecutive Relevant Periods; and (v) all debt service
  obligations owed to the Lenders have been paid at the date on which such
  Distribution is proposed to be made. (c) For the purposes of clause
  22.14(b)(ii), Cash, Cash
  Equivalent, Consolidated Debt, EBITDA and Relevant Period each have the meaning given to them in Clause
  21.3 (Definitions). Consolidated Net Leverage means,
  in respect of any period, the ratio of (a) Consolidated Debt (less Cash
  and Cash Equivalents) on the last day of such period to (b) EBITDA in
  respect of that period. Fleet
  Vessels means at any time all of the vessels (including vessels under
  construction at book values) from time to time owned or leased by any member
  of the Group which, at the relevant time, are included within the total
  consolidated assets in the financial statements of the Group or which would
  be included with in the total consolidated assets in such financial
  statements if such financial statements were required to be prepared at that
  time and Fleet Vessel shall
  be construed accordingly. Market
  Value means in respect of any Fleet Vessel, the most recent valuation
  of such Fleet Vessel determined on the same methodology and basis, as to the
  Valuation of any Vessel pursuant to Clause 24.8 (Valuation) provided that: (a) the Guarantor shall commission
  the valuations of all relevant vessels for the purposes of this definition of
  Market Value on a semi-annual basis (to be dated as at 30 June and 31
  December in each year) and, to the extent the Majority Lenders
  reasonably require having regard to the financial condition of the Group at
  the time, additionally on 31 March and 30 September in each year;
  and (b) the valuations for 30 June and 31 December in any year and
  to the extent that additional valuations are commissioned in accordance with
  this definition, 31 March and 30 September in each year, shall not
  have a date which is more than 1 week prior the relevant quarter date on
  which a financial covenant in clause 21 (Financial Covenants) or 22.14 (Dividends and share redemption) is tested; and (c) in the
  event that no valuation has been commissioned for 31 March or 30
  September in any year, Market Value for the relevant quarter date shall
  be calculated by reference to the most recent valuation delivered in
  accordance with this definition. Vessel
  Leverage means at any time the aggregate Market Value of all Fleet Vessels
  divided by the Consolidated Debt when expressed as a percentage. 22.15 Isabella Clause Each Borrower shall
  perform its obligations under each Finance Document to which it is a party
  notwithstanding any failure by the Seller to fulfil its obligations under the
  relevant Shipbuilding Contract or otherwise and each Borrower shall not use
  any such failure as an excuse, defence, set-off or counterclaim in respect of
  the Borrowers obligations under any Finance Document. 80


23.
  PRE-DELIVERY UNDERTAKINGS 23.1 Shipbuilding Contract (a) Each Borrower shall:
  (i) comply with its obligations under the Shipbuilding Contract; (ii) at any
  time on or after the termination or expiry of the appointment of the Existing
  Supervisor, appoint a supervisor approved by the Agent to supervise the
  construction and Delivery of the relevant Vessel in accordance with the terms
  of the relevant Shipbuilding Contract; (iii) exercise all due diligence and
  despatch to ensure that the Seller observes and performs all conditions and obligations
  imposed on it by the Shipbuilding Contract relating to that Vessel and take
  all steps within its power to ensure that the Shipbuilder proceeds with the
  construction of the relevant Vessel with due diligence; and (iv) ensure that
  the Lenders surveyor is permitted to survey the relevant Vessel during the
  construction period and participate in its Delivery, together with any other
  representatives of the Finance Parties, upon the request of the Agent and at
  the Borrowers cost. (b) No Borrower shall: (i) waive any material breach by
  the Seller of the relevant Shipbuilding Contract; or (ii) agree to any
  material variation or termination of, or material amendment to, the relevant
  Shipbuilding Contract or the Specification, in each case without the prior
  written consent of the Agent. 23.2 Time
  Charters The Obligors shall not agree to any amendment to, variation
  or termination of any Time Charter without the prior written consent of the
  Agent (acting on instructions of the Lenders) and Sinosure. 24. POST-DELIVERY UNDERTAKINGS The
  undertakings in this Clause 24 shall remain in force with respect to each
  Vessel, from the Delivery Date for such Vessel so long as any amount is
  outstanding under any Finance Documents or any Commitment is in force. 24.1 Registration Each Borrower shall
  ensure that the relevant Vessel is validly registered at all times with the
  Registry under the laws and flag of the Flag State. 24.2 Mortgage Upon Delivery of a Vessel,
  the relevant Borrower shall: (a) execute the relevant Mortgage and procure
  that it is registered under the laws and flag of the Flag State; and 81


(b) carry
  onboard a certified copy of the relevant Mortgage and affix in a prominent
  position in the navigation room and the masters cabin a framed notice
  stating that the Vessel is mortgaged by the Owner to the Security Agent. 24.3
  Classification Each Borrower
  shall: (a) ensure that the relevant Vessel is classed with the Classification
  by the Classification Society free from recommendations and notations; (b) if required by the Agent,
  provide the Agent with copies of: (i) certificates evidencing compliance as
  soon as the same become available; and (ii) all survey reports and other
  documents relating to the classification of the relevant Vessel; and (c)
  submit the relevant Vessel regularly to such periodical or other surveys as
  may be required by the Classification Society. 24.4 Maintenance and operation Each Borrower shall procure that the
  relevant Vessel: (a) is seaworthy and maintained, crewed and managed in
  accordance with first class shipping industry practice and Classification
  Society requirements; (b) is not operated in breach of any applicable law,
  regulation, international convention, Flag State or Classification Society
  requirements; (c) is not operated for any purpose or in any manner
  inconsistent with or not fully covered by the Insurances; and (d) is not
  operated in a manner which could conflict with any prohibition, sanction or
  restriction issued or imposed by the United Nations Security Council, the Peoples
  Republic of China, the Council of the European Union, the United States of
  America, or the United Kingdom. 24.5 Chartering
  (a) The Obligors shall ensure that on Delivery of a Vessel: (i) such Vessel
  will be chartered to the Time Charterer under the relevant Time Charter; and
  (ii) notice of the relevant
  Time Charterer Assignment is served on the Time Charterer and the Obligors
  shall use their best endeavours to obtain a signed acknowledgement of the
  same from the Time Charterer. (b) The Obligors shall not enter into, or
  permit the entry into, of any sub-charter of a Vessel unless such sub-charter
  is a time charter in Iine with customary practice in the shipping industry.
  The Obligors should promptly notify the Agent and Sinosure in writing of any
  actual or proposed sub-charter of a vessel and the identity of the relevant
  sub-charterer as soon as it becomes aware of the same. The Obligors shall not
  enter into, or permit the entry into, of any bareboat charter of a Vessel
  without the prior written consent of the Agent (acting on the instruction of
  the Majority Lenders) and Sinosure. 82


(c) The
  Obligors shall not agree to any material amendment to, material variation of
  or termination of a Time Charter without the prior written consent of the
  Agent. (d) The Obligors shall procure that following the expiry or
  termination (howsoever it arises) of a Time Charter: (i) a new charter is
  entered into on terms and with a charterer acceptable to (and in the absolute
  discretion of) all the Lenders and Sinosure within sixty (60) days of the
  expiry or termination of that Time Charter; and (ii) notice of the relevant
  Time Charterer Assignment is served on the new charterer and the Obligors
  shall use their best endeavours to obtain a signed acknowledgement from the
  new charterer. 24.6 Management The
  Obligors shall: (a) procure that each Vessel is managed solely by the Manager
  in accordance with the relevant Management Agreement; (b) procure that each
  Manager in respect of a Vessel complies with ITWF requirements; (c) not terminate,
  vary or amend in any material respect a Management Agreement or enter into
  any other management agreement relating to the Vessel without the prior
  written consent of the Agent; and (d) procure that any replacement Manager
  shall enter into a new managers undertaking in favour of the Security Agent
  in relation to the relevant Vessel in substantially the same form as the
  current Managers Undertaking on the date on which it enters into a
  replacement management agreement in respect of the Vessel. 24.7 Inspection (a) In addition to the
  rights granted to Agent under Cause 18.6 (Access to books and records/audit rights), the Obligors shall
  allow the Agent (and its agents and representatives) to inspect its books and
  records (including any records maintained with the Classification Society or
  any Insurer or Broker) in relation to each Vessel. (b) The Obligors shall
  allow the Agent (and its agents and representatives) full and complete access
  to each Vessel for the purposes of performing periodic customary inspections
  of such Vessel, its cargo and its related records, contracts, documents and
  log books and otherwise from time to time. (c) Where the Agent (or its agent
  or representative) exercises its right to inspect a Vessel: (i) the costs and
  expenses relating to one inspection per calendar year and any additional
  inspection where the prior inspection showed the Vessel not to be in the
  condition required by the Finance Documents shall be borne by the Borrower
  and shall be repayable to the Agent on demand; and (ii) provided no Event of
  Default is continuing, the Agent shall give reasonable notice and ensure that
  the inspection does not interfere with the Vessels employment. 83


24.8 Valuation
  (a) On the Delivery Date for a Vessel, on each last day of a financial half
  year of the Guarantor falling thereafter, on each last day of a financial
  year of the Guarantor falling thereafter and at any other time either at the
  reasonable request of the Agent or following the occurrence of a Default, the
  Obligors shall procure a Valuation of that Vessel. (b) Each Valuation (other
  than Valuations carried out pursuant to Clause 24.9 (Asset Cover Ratio) following a Default) shall be: (i) the
  average of two valuations carried out by two Approved Valuers appointed by
  the Agent, which valuations shall be: (A) delivered in the form of a
  valuation certificate to the Agent; (B) dated as at a date not more than six
  (6) weeks previously; (C) be on the basis of a sale of the relevant
  Vessel for prompt delivery for cash on a without charter (unless the relevant
  Vessel is engaged or employed under a contract with six months or more
  remaining, in which case it shall be a charter-inclusive basis) or security
  basis and at arms length on normal commercial terms as between a willing buyer
  and a willing seller; and (ii) at the cost of the Guarantor. (c) If the
  market valuations prepared by the Approved Valuers differ by more than ten
  (10) per cent., a third valuation shall be prepared in accordance with
  paragraphs (b)(i) and (ii) of this Clause 24.8 by a third Approved
  Valuer, whereby the Valuation shall comprise average of the three valuations
  so obtained. (d) For the purposes of obtaining Valuation on a
  charter-inclusive basis, the value of the relevant Vessel shall be calculated
  as the aggregate of: (i) the present value of the bareboat equivalent time
  charter income of the relevant Vessel (for the remaining term of such time
  charter period excluding any renewal options); and (ii) the present value of
  the residual value of the relevant Vessel at the end of the time charter
  period which shall be deemed to be equal to the current without charter value
  of a vessel with similar characteristics to the relevant Vessel, save for
  age, which shall be equal to the age of the relevant Vessel at the expiration
  of the time charter (excluding any renewal options). In calculating the
  present value, the applicable discount rate shall be, at the time of the
  valuation, the aggregate of the applicable mid market interest Swap Rate (at
  11:00 a.m. in London on the date of its relevant valuation) for a period
  equal to the remaining term of the Vessels time charter (excluding any
  renewal options). (e) The Valuation of any Vessel still under construction
  shall be the valuation determined in accordance with paragraphs (b), (c) and (d) above,
  less the aggregate amount of the Pre- Delivery Instalments outstanding and
  the Final Instalment applicable to such Vessel. (f) The Obligors shall
  provide all such information and assistance as an Approved Valuer reasonably
  requires in order to effect a Valuation. 84


24.9 Asset Cover Ratio (a) The Obligors shall ensure that
  the aggregate market value (determined by reference to the most recent
  Valuation) of each Vessel is at all times 125% of the value of the aggregate
  outstanding Loans made to the Borrowers under the Tranche under each Facility
  relating to such Vessel (the Asset
  Cover Ratio). (b) If at any time the Asset Cover Ratio is not
  complied with in respect of any Vessel, the Obligors shall immediately notify
  the Agent whereupon the Obligors shall be required, within 30 days of the
  date of non-compliance either (i) to prepay the outstanding Loans
  relating to that Vessel (such prepayment to be applied pro rata against the instalments
  which remain payable on each future Repayment Date) to the value of an amount
  equal to the amount required to remedy the Asset Cover Ratio or (ii) to
  make an interest bearing cash deposit with the Agent or to provide or cause
  to be provided to the Agent additional collateral (such collateral to be from
  a security provider and in all respects satisfactory to the Agent (acting on
  the instructions of all Lenders)), such that the relevant Asset Cover Ratio
  is again met in respect of
  that Vessel. (c) The Agent shall be entitled to require that a Valuation in
  respect of each Vessel shall be carried out following the occurrence of a
  Default. 24.10 Compliance with
  maritime safety regulations Each Obligor shall procure that: (a) the
  Manager and any Operator complies with, and shall ensure that the relevant
  Vessel will at all times comply with, the ISM Code, the ISPS Code and any
  other international maritime regulations relevant to the operation and
  maintenance of the relevant Vessel; (b) copies of valid certificates
  evidencing compliance with the regulations referred to in paragraph
  (a) above are provided to the Agent as soon as the same become
  available; and (c) a copy of the DOC and the original SMC are kept on board
  each Vessel at all times. 24.11 US
  Operations The Obligors shall procure that, if a Vessel undertakes a
  US Operation, it shall: (a) obtain and maintain the requisite certification;
  (b) make the applicable declarations; and (c) where requested by the Agent
  and as required by Clause 25.4 (Insurance
  requirements for US Operations), make such additional insurance
  arrangements as the Agent may reasonably specify in accordance with good
  shipping industry practice. 24.12 Modifications
  No Obligor shall remove or permit the removal of any material equipment from
  any Vessel, nor make or permit to be made any material alteration in the
  structure, type or speed of any Vessel without the prior written consent of
  the Agent, which it shall have full power to withhold. 24.13 Arrest The Obligors shall procure
  the release of any Vessel which is arrested confiscated, seized, taken in
  execution, impounded, forfeited, detailed in exercise or purposes of any
  possessory lien or 85


other claim or
  otherwise taken from the possession of the Borrower, within five
  (5) days thereafter. 24.14 Unrest If the Flag State becomes involved in
  hostilities or civil war or there is a seizure of power in the Flag State by
  unconstitutional means, and if, in any such case, such event could in the
  reasonable opinion of the Agent be expected to have a Material Adverse
  Effect, the Obligors shall within ten (10) Business Days procure the
  change of registration of the vessel to a registry of another state or
  territory proposed in writing by the Obligors and approved by the Agent in
  writing. 25. INSURANCE 25.1 General insurances Each Obligor shall maintain,
  or cause to be maintained, insurances on and in relation to its business and
  assets with reputable insurers against those risks and to the extent usually
  insured against by prudent companies located in the same or a similar location
  and carrying on a similar business. 25.2 Vessel-related insurances (a) Each
  Borrower shall at all times from Delivery of a Vessel and whilst any
  Liabilities remain outstanding, at its expense, maintain or procure the
  maintenance of the following insurances in respect of any Vessel: (i) cover
  against fire and usual marine risks (including excess risks) and war risks
  (including, without limitation, terrorist acts, piracy, blocking and
  trapping) on an agreed value basis for the Agreed Value, with the Hull and
  Machinery insured value being at least 80% of 125% of the Loan outstanding in
  respect of the Vessel; and (ii) protection and indemnity cover for the full
  tonnage of the Vessel (including, for the avoidance of doubt, pollution cover
  at the maximum level available of $1,000,000,000 or such higher maximum
  amount which may become available from time to time); (iii) such other
  insurances in connection with the Vessel which the Agent may reasonably
  require, each in form and substance acceptable to the Agent. (b) The Security
  Agent may, at the cost of the Borrowers, take out and renew annually an Mil
  Policy for an amount equal to one hundred and ten per cent. (110%) of the
  Loans outstanding in respect of the Vessel. The Obligors shall fully
  indemnify the Security Agent upon demand in respect of all previous and other
  expenses incurred in connection with effecting, maintaining or reviewing such
  insurance or dealing with any matter in connection therewith. 25.3 Insurance
  requirements (a) Each Borrower will effect, or cause to be effected, the
  Insurances: (i) in Dollars or such other currency as the Agent may approve; 86


(ii) through
  the Brokers and/or Insurers with such first class insurance companies and/or
  underwriters as may from time to time be approved in writing by the Agent and
  underwritten one hundred per cent. (100%) by such insurers; (iii) in the case
  of protection and indemnity cover, with a protection and indemnity
  association which is a member of the International Group of P&I Clubs (or
  its successor); and (iv) in the case of war risks cover, with leading war
  risks associations or through the Brokers and/or Insurers with such first
  class insurance companies and/or underwriters as may from time to time be
  approved in writing by the Agent and underwritten one hundred per cent.
  (100%) by such insurers. (b) Subject to paragraph (c) below, the Agent
  may require the Insurances to be reviewed at any time by its Insurance
  Advisor and, if so required by the Agent, each Borrower will provide any
  information reasonably requested by the Lenders Insurance Adviser for the
  purposes of the review. (c) Each Borrower will reimburse the Agent for the
  reasonable cost of obtaining a detailed report on the Insurances from the
  Agents Insurance Advisor which states the opinion of that firm as to the
  adequacy of those Insurances, provided that the Agent may only require the
  Borrower to reimburse it for the cost of any such report once a year, unless:
  (i) there has been or is proposed to be a material change in the terms of the
  Insurances; (ii) there has been or is proposed to be a change of Insurer;
  and/or (iii) a Default or Event of Default has occurred and is continuing.
  25.4 Insurance requirements for US
  Operations Before any Vessel undertakes a US Operation, the relevant
  Borrower shall: (a) ensure that the certificate of entry for the relevant
  Vessel issued by the protection and indemnity association with which that
  Vessel is entered is endorsed, if applicable, with the US Oil Pollution
  Clause 20/2/91 (as amended or replaced from time to time) and, if applicable,
  written confirmation is given to the Agent that the relevant Borrower has
  provided all declarations and satisfied all other requirements of such
  association and that the US Trading Exclusion Clause has been deleted from
  the terms upon which such association covers the relevant Vessel against
  protection and indemnity risks (including oil pollution risks); (b) ensure
  that the relevant Vessel has a valid COFR (if required); (c) if required by
  the terms of the Insurances, promptly (and within any applicable time limits)
  complete and submit to the protection and indemnity association with which
  the relevant Vessel shall be entered: (i) a declaration made by or on behalf
  of the Agent, the relevant Borrower and any Operator or any other person who
  is named as an assured or co-assured in the relevant Vessels entry with that
  association that they will comply with all special 1


terms and
  conditions of the association (including, without limitation, payment of
  additional premia for additional voyages) applying to any US Operations; and
  (ii) any quarterly or other declarations that that association may require to
  be made (including, without limitation, declarations listing all voyages of
  that Vessel) to ensure that the relevant Vessel is covered for protection and
  indemnity risks (including oil pollution risks) on any US Operations, and
  procure that all such declarations are in a form acceptable to, and contain
  all information required by, that association; and (d) make any changes to
  the Insurances (including any increase in the insurance coverage for
  liability for oil pollution) that the Agent, having regard to appropriate
  advice from independent insurance advisers appointed by the Agent at the cost
  of the relevant Borrower, requires (acting on the instructions of any Lender)
  and which are generally available in the insurance market for vessels of the
  nature, usage and age of that Vessel and which (having regard to the
  interests of the Security Agent in the relevant Vessel) it is (or would be)
  the practice of a prudent operator of such a vessel to obtain. 25.5 Changes to the Insurance requirements
  (a) Subject to paragraph (b) below, if the Agent (acting on the
  instructions of any Lender) determines on reasonable grounds that the
  Insurances do not adequately protect the interests of the parties benefitting
  from the Insurances (the Interested
  Parties), it will consult with each Borrower and an independent firm
  of insurance brokers jointly selected by the Agent and the Borrowers in order
  to agree any changes to the Insurances that may he appropriate to protect the
  Interested Parties. (b) If the Agent and the Borrowers are unable to agree
  upon which changes may be appropriate, the Borrowers will comply with any
  further requirements relating to the Insurances that the Agent (acting on the
  instructions of any Lender) may stipulate, having regard to the advice of
  that independent firm of insurance brokers. 25.6 Renewal Each Borrower will: (a) notify the Agent of the date on
  which the Insurances will expire at least fourteen (14) days prior to their
  expiry; (b) procure that appropriate instructions for the renewal of the
  relevant Insurances are given to the applicable Brokers, Insurers,
  P&l Club or war risks association at least fourteen (14) days before the
  relevant policies, contracts or entries expire; and (c) procure that
  confirmation in writing of the terms of that renewal is provided to the Agent
  by the applicable Brokers, Insurers, P&I Club and/or war risks
  association as and when each
  renewal is effected. 25.7 Fleet cover
  If any of the Insurances referred to in Clause 25.2 (Vessel-related insurances) form part of a fleet cover, the
  Obligors shall procure that the Brokers or Insurers (as applicable) undertake
  to the Agent and the Security Agent that: 2


(a) they will
  not: (i) set off any claims in respect of the Vessel against any premiums due
  in respect of other vessels under that fleet cover or any premiums due for
  other insurances; or (ii) cancel the Insurances due to non-payment of
  premiums for other vessels under that fleet cover or for non-payment of
  premiums for such other insurances; and (b) if required, they will procure
  that a separate policy is issued in respect of the Vessel. 25.8 Brokers Letters of Undertaking Each
  Borrower will procure that each Broker and/or Insurer (as the case may be)
  for the time being and any P&1 Club or war risks association (where
  available in addition to each such associations standard undertaking)
  insuring the Vessel or third party risks provides to the Agent letters of
  undertaking addressed to the Security Agent in terms reasonably acceptable to
  the Security Agent under which they agree in relation to the Insurances to:
  (a) advise the Security Agent promptly: (i) if any underwriter, Broker or
  Insurer cancels or gives notice of cancellation of any such Insurances; (ii)
  of any material alteration in, or of any termination or expiry of, any such
  Insurances; (iii) of any default in the payment of any premium or call; (iv)
  of the failure to renew any such Insurances fourteen (14) days prior to the
  date of renewal thereof (which for the avoidance of doubt the Agent shall be
  entitled but not obliged to pay for in accordance with paragraph (a) of
  Clause 25.12 (Failure to insure)); and
  (v) of any act or omission or of any event of which they have knowledge and
  which might invalidate or render unenforceable in whole or in part any such
  insurance; (b) hold to the order of the Security Agent any original policies,
  cover notes, placing slips and certificates issued (including any
  endorsements) in respect of the Insurances, all of which the Borrower shall
  deposit or cause to be deposited with such Brokers; (c) supply to the
  Security Agent copies of all cover notes in respect of all such insurances;
  and (d) pay, in accordance with the Loss Payable Clause, any proceeds of such
  Insurances collected by the Brokers from the insurers without any set-off or
  deduction of any kind, (the Letters
  of Undertaking). 25.9 Protection
  of the Security Agent Each Borrower will procure that: (a) the
  interests of the Security Agent are endorsed on the relevant instruments of
  insurance in accordance with the terms of the notice of the Assignment of
  Earnings and Insurances; 3


(b) the Loss
  Payable Clause, or the standard loss payable clause of the relevant
  association (as the case may be) is endorsed on the relevant instruments of
  insurance; (c) all original slips, policies or other instruments of insurance
  from time to time issued in connection with the Insurances referred to in
  Clause 25.1 (General insurances) are
  deposited with the Brokers and/or applicable Insurers; and (d) the Security
  Agent is given certified copies of the relevant insurance cover notes and
  certificates of entry. 25.10 Insurance
  undertakings Each Borrower will: (a) comply with the terms and
  conditions of the Insurances and the requirements of the Transaction Documents
  in relation to the Insurances; (b) not do, consent to or permit any act or
  omission which might invalidate or render unenforceable the whole or any part
  of the Insurances; (c) not permit any Vessel to be employed otherwise than in
  conformity with the terms of the Insurances (including any warranties,
  express or implied, therein); (d) not materially amend, vary or substitute
  any Insurance or any element thereof, nor consent to or permit any of the
  same, without the prior written consent of the Agent; (e) not take out, or
  permit the taking out of, any additional insurances with respect to any
  Vessel if those additional insurances would result in the operation of any
  average clause or would otherwise prejudice the Lenders interest in the
  Insurances (unless the Insurers have consented to those additional
  insurances); (f) subject to paragraph (e) above, if any additional
  insurances are taken out, ensure that such additional insurances are endorsed
  with a notice of the Assignment of Earnings and Insurances and a Loss Payable
  Clause; (g) take all necessary action and comply with all requirements which
  may from time to time be applicable (including, without limitation, the
  making of all requisite declarations within any prescribed time limits) to
  ensure that the Insurances: (i) are not made subject to any exclusions or
  qualifications to which the Agent has not given its prior written consent;
  and (ii) are otherwise maintained on terms and conditions from time to time
  approved in writing by the Agent, which approval will not be unreasonably
  withheld or delayed; (h) pay, or procure payment of, all premiums, additional
  premiums, calls, contributions or other sums payable in respect of all the
  Insurances punctually and in accordance with the policy terms and conditions
  and shall produce all relevant receipts or other evidence of payment when
  required to do so by the Agent; (i) reimburse the total premium cost in
  respect of any MII Policy upon first written demand by the Agent; 4


(j) promptly
  after receiving them, provide to the Agent copies of any communication
  relating to: (i) the non-payment of premiums and/or cancellation of the
  Insurances; and (ii) the imposition of any exclusion or qualification or
  other material modification of the Insurances; (k) be responsible for any
  deductible under the Insurances; (l) not create or permit to exist any
  Security over its interests in the Insurances, other than Permitted Lien; (m)
  promptly arrange for the execution of such guarantees or indemnities as may
  from time to time be required by an Insurer, P&I Club or war risks
  association; and (n) not take any action that may adversely affect the
  interests and rights of the Agent under the Sinosure insurance Policy. 25.11 Payment and settlement of claims (a)
  Each Borrower will apply all sums receivable under the Insurances which are
  paid to it in accordance with the Loss Payable Clause. (b) No Borrower shall
  abandon or settle by way of compromise any claim arising under any of the
  Insurances in excess of the Specified Amount (or its equivalent in another
  currency) or permit any of the same, without the prior written consent of the
  Security Agent (if so directed by the Agent). (c) Each Borrower will do all
  things necessary and provide all documents, evidence and information within
  its power which may be reasonably requested by the Agent to enable the Agent
  to collect and recover any moneys which may at any time become due in respect
  of the Insurances. 25.12 Failure to
  insure (a) If a Borrower fails to maintain the Insurances as required
  by this Agreement, the Agent may: (i) at any time while that failure is
  continuing, require the applicable Vessel to remain at, or to proceed to and
  remain at, any port designated by the Agent until the failure is remedied to
  its satisfaction; (ii) pay the premiums due or effect and maintain insurances
  satisfactory to it; and/or (iii) otherwise remedy that failure in such manner
  as it considers appropriate without being obliged to do so, in each case
  without prejudice to its right to treat that failure as an Event of Default.
  (b) The Borrower shall immediately reimburse the Agent for any amounts paid
  by the Agent under paragraph (a) above, together with interest from the
  date of payment by the Agent to the date of reimbursement. 26. EVENTS OF DEFAULT Each of the events
  or circumstances set out in Clause 26 is an Event of Default (save for Clause
  26.22 (Acceleration). 5


26.1 Non-payment An Obligor does not pay
  on the due date any amount payable pursuant to a Finance Document at the
  place at and in the currency in which it is expressed to be payable unless:
  (a) its failure to pay is caused by administrative or technical error; and
  (b) payment is made within three Business Days of its due date. 26.2 Breach of Insurances Any Obligor
  fails to obtain and/or maintain the Insurances (in accordance with the
  requirements of the Finance Documents) or if any insurer in respect of such
  Insurances cancels the Insurances or disclaims liability by reason, in either
  case, of mis-statement in any proposal for the said Insurances or for any
  other failure or default on the part of an Obligor or any other person. 26.3 Financial covenants Any requirement
  of Clause 21 (Financial covenants) is
  not satisfied. 26.4 Other obligations
  (a) An Obligor does not comply with any provision of the Finance Documents
  (other than those referred to in Clause 26.1 (Non-payment), Clause 26.2 (Breach of Insurances) and Clause 26.3 (Financial covenants)) or of the Operative Documents. (b) No
  Event of Default under paragraph (a) above in relation to 22.1 (Authorisations) will occur if the
  failure to comply is capable of remedy and is remedied within ten
  (10) Business Days of the Agent (acting on behalf of the Secured
  Parties) giving notice to the relevant Obligor or the relevant Obligor
  becoming aware of the failure to comply. 26.5 Misrepresentation Any representation or statement made or deemed
  to be made by an Obligor in the Finance Documents or any other document
  delivered by or on behalf of any Obligor under or in connection with any
  Finance Document is or proves to have been incorrect or misleading in any
  material respect when made or deemed to be made. 26.6 Cross default (a) Any Financial Indebtedness of any member of
  the Group is not paid when due nor within any originally applicable grace
  period. (b) Any Financial Indebtedness of any member of the Group is declared
  to be or otherwise becomes due and payable prior to its specified maturity as
  a result of an event of default (however described). (c) Any commitment for
  any Financial indebtedness of any member of the Group is cancelled or
  suspended by a creditor of any member of the Group as a result of an event of
  default (however described). (d) Any creditor of any member of the Group
  becomes entitled to declare any Financial Indebtedness of any member of the
  Group due and payable prior to its specified maturity as a result of an event
  of default (however described). 6


(e) No Event of
  default will occur under this Clause 26.6 if the aggregate amount of
  Financial Indebtedness of any member of the Group or Commitment for Financial
  Indebtedness of any member of the Group falling within paragraphs (a) to
  (d) above is less than US$1,000,000 (or its equivalent in any other
  currency or currencies) or, in respect of the Guarantor only, US$5,000,000
  (or its equivalent in any other currency or currencies). 26.7 Insolvency (a) Any Obligor is unable
  or admits inability to pay its debts as they fall due, suspends making
  payments on any of its debts or, by reason of actual or anticipated financial
  difficulties, commences negotiations with one or more of its creditors with a
  view to rescheduling any of its indebtedness. (b) The value of the assets of
  any Obligor is less than its liabilities (taking into account contingent and
  prospective liabilities). (c) A moratorium is declared in respect of any
  indebtedness of any Obligor. 26.8 Insolvency
  proceedings Any corporate action, legal proceedings or other procedure
  or step is taken in relation to: (i) the suspension of payments, a moratorium
  of any indebtedness, winding-up, dissolution, administration or
  reorganisation (by way of voluntary arrangement, scheme of arrangement or
  otherwise) of any Obligor; (ii) a composition, compromise, assignment or
  arrangement with any creditor of any Obligor; (iii) the appointment of a
  liquidator, receiver, administrative receiver, administrator, compulsory
  manager or other similar officer in respect of any Obligor or any of their
  respective assets; or (iv) enforcement of any Security over any assets of any
  Obligor, or any analogous procedure or step is taken in any jurisdiction, but
  excluding any winding-up petition which is frivolous or vexatious and is
  discharged, stayed or dismissed within 14 days of commencement and prior to
  its advertisement. 26.9 Creditor&
  process Any expropriation, attachment, sequestration, distress or
  execution affects (i) any asset of a Borrower or (ii) assets of the
  Guarantor having an aggregate value of US$5,000,000 and which respectively is
  not discharged within 10 Business Days. 26.10 Change of Control A Change of Control occurs. 26.11 Final judgement An Obligor or any
  member of the Group fails to pay any sum due from it under any final
  judgement or final order made or given by any court of competent
  jurisdiction. 26.12 Cessation of
  business Any Obligor suspends or ceases or threatens to suspend or
  cease to carry on its business, other than a sale or total loss of a Vessel
  expressly permitted under the terms of this Agreement. 7


26.13 Unlawfulness It is or becomes
  unlawful for an Obligor or Sinosure to perform any of its obligations under
  the Finance Documents or the Sinosure Insurance Policy. 26.14 Seizure All or
  a material part of the undertaking, assets, rights or revenues of, or shares
  or other ownership interests in, the Obligors are seized, nationalised,
  expropriated or compulsorily acquired by or under the authority of any agency
  or governmental authority. 26.15 Termination
  and material breach of any Time Charter Any Time Charter is cancelled
  or terminated or becomes frustrated for any reason whatsoever (other than
  expiry by effluxion of time or where such termination was notified to the
  Agent and such notification was acknowledged and consented to in writing by
  the Agent and Sinosure, provided always that a new charter is entered into in
  accordance with Clause 24.5(d) and that Security equivalent to the Time
  Charter Assignments will have been granted to the Security Agent in respect
  of any replacement charter) or the Time Charterer fails to pay any
  Charterhire due thereunder for a period exceeding 30 days, or there is any
  other material breach of the Time Charter which has a Material Adverse
  Effect. 26.16 Management Agreement
  Notice of termination under a Management Agreement is served for any reason
  whatsoever, or a Management Agreement varied in any manner not permitted
  pursuant to the Finance Documents, where the relevant Borrower has not
  appointed a substitute manager which is satisfactory to the Agent. 26.17 Repudiation An Obligor or Sinosure
  repudiates a Finance Document or the Sinosure Insurance Policy or evidences
  an intention to repudiate a Finance Document or the Sinosure Insurance
  Policy. 26.18 Security and guarantees
  Any Security Document or any guarantee in any Finance Document is not in full
  force and effect or any Security Document does not create in favour of the
  Security Agent for the benefit of the Secured Parties the Security which it
  is expressed to create with the ranking and priority it is expressed to have.
  26.19 Sinosure Insurance Policy
  (a) The Sinosure Insurance Policy is cancelled, rescinded or otherwise
  terminated or impaired, or is not issued in full force and effect. (b)
  Sinosure ceases to be a policy-oriented statutory financial institution under
  the direct authority of the PRC State Council. (c) Sinosure refuses to accept
  a claim by the Insured or the Sinosure Agent (being duly appointed as agent
  by the Lenders, in other words, the Insured) under the Sinosure Insurance
  Policy or to pay the compensation in a manner as instructed by the Facility
  Agent (except where such refusal is valid under the Sinosure Insurance
  Policy. 8


26.20 Intercreditor
  Agreement Any party (other than a Secured Party) fails to comply with its
  obligations under the Intercreditor Agreement. 26.21 Material adverse change
  The Majority Lenders determine that a Material Adverse Effect exists, has
  occurred or might occur. 26.22 Acceleration (a) On and at any time after the
  occurrence of an Event of Default and subject to the prior consent of
  Sinosure (not to be unreasonably withheld or delayed), the Agent may, and
  shall if so directed by the Majority Lenders, by notice to the Obligors: (i)
  cancel the Total Commitments whereupon they shall immediately be cancelled;
  (ii) declare that all or part of the Loans, together with accrued interest,
  and all other amounts accrued or outstanding under the Finance Documents be
  immediately due and payable, whereupon they shall become immediately due and
  payable; and/or (iii) declare that all or part of the Loans be payable on
  demand, whereupon they shall immediately become payable on demand by the
  Agent on the instructions of the Majority Lenders. (b) On and at any time
  after the occurrence of an Event of Default, any Lender may instruct the
  Sinosure Agent (upon giving 3 Business Days notice the other Lenders) to
  enforce on its behalf its rights and remedies under the Sinosure Insurance
  Policy. (c) The Agent shall notify each Hedging Bank and Sinosure as soon as
  practicable after it exercises any of its rights under this Clause 26.22 (Acceleration). 9


SECTION 9CHANGES TO PARTIES 27. CHANGES TO THE LENDERS 27.1 Assignments and transfers by the Lenders
  (a) Subject to this Clause 27, a Lender (the Existing Lender) may: (i) assign any of its rights; or (ii)
  transfer by novation any of its rights and obligations, under the Finance
  Documents to another bank or financial institution or to a trust, fund,
  Sinosure or other entity which is regularly engaged in or established for the
  purpose of making, purchasing or investing in loans, securities or other
  financial assets (the New Lender).
  (b) The consent of Sinosure (not to be unreasonably withheld or delayed) is
  required for an assignment or transfer by a Lender. (c) The consent of the
  Guarantor (not to be unreasonably withheld or delayed) is required for an
  assignment or transfer by a Lender, other than: (i) following the occurrence
  of an Event of Default; or (ii) in respect of an assignment or transfer by a
  Lender or to an Affiliate of a Lender. 27.2 Conditions of assignment or transfer (a) An Existing Lender
  shall notify the Obligors of an assignment or transfer to a New Lender which
  shall in each case be no lower than US$5,000,000. (b) An assignment will only
  be effective on: (i) receipt by the Agent of written confirmation from the
  New Lender (in form and substance satisfactory to the Agent) that the New
  Lender will assume the same obligations to the other Finance Parties as it
  would have been under if it was a Lender; (ii) the New Lender acceding to the
  Intercreditor Agreement in accordance with the terms of the Agreement; and
  (iii) subject to Clause 20.8 (Know
  your customer checks) performance by the Agent and the Security Agent
  of all necessary know your customer or other similar checks under all
  applicable laws and regulations in relation to such assignment to a New Lender,
  the completion of which the Agent shall promptly notify to the Existing
  Lender and the New Lender. (c) A transfer will only be effective if the New
  Lender accedes to the lntercreditor Agreement in accordance with the terms of
  the Agreement and the procedure set out in Clause 27.5 (Procedure for transfer) is
  complied with. (d) If: 10


(i) a Lender
  assigns or transfers any of its rights or obligations under the Finance
  Documents and its interests in respect of the Sinosure Insurance Policy
  (including rights against Sinosure and/or the Sinosure Agent or Agent) or
  changes its Facility Office; and (ii) as a result of circumstances existing
  at the date the assignment, transfer or change occurs, an Obligor would be
  obliged to make a payment to the New Lender or Lender acting through its new
  Facility Office under Clause 12 (Tax
  gross-up and Indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting
  through its new Facility Office is only entitled to receive payment under
  those Clauses to the same extent as the Existing Lender or Lender acting
  through its previous Facility Office would have been if the assignment,
  transfer or change had not occurred, provided that, notwithstanding the
  foregoing, if Sinosure becomes a New Lender as a lender hereunder the
  provision of this paragraph (d) shall not apply but any payments
  required to be made by an Obligor pursuant to Clause 12 (Tax gross-up and indemnities) or
  Clause 13 (Increased Costs) shall
  apply. (e) Any assignment or transfer made by an Existing Lender of any of
  its rights and/or obligations with respect to any Tranche shall only be
  permitted if it is a pro rata assignment
  or transfer of such Existing Lenders commitments and participations under
  that Tranche and under each other Tranche. (f) Each Borrower or Existing
  Lender shall promptly sign, seal, execute, acknowledge, deliver, file and
  register all such additional documents, instruments, agreements,
  certificates, consents and assurances and do all such other acts and things
  as may be required by law or reasonably requested by the Agent from time to
  time in order to establish, maintain, amend, protect or preserve the rights
  of a New Lender or a Finance Party under any Account Charge or to enable such
  New Lender to obtain the full
  benefits of such Account Charge. 27.3 Assignment
  or transfer fee The New Lender (other than Sinosure) shall, on the
  date upon which an assignment or transfer takes effect, pay to the Agent (for
  its own account) a fee of US$2,000.00. 27.4 Limitation of responsibility of Existing Lenders (a) Unless
  expressly agreed to the contrary, an Existing Lender makes no representation
  or warranty and assumes no responsibility to a New Lender for: (i) the
  legality, validity, effectiveness, adequacy or enforceability of the Finance
  Documents, the Sinosure Insurance Policy or any other documents; (ii) the
  financial condition of any Obligor or Sinosure; (iii) the performance and
  observance by any Obligor of its obligations under the Finance Documents or
  any other documents or by Sinosure of its obligations under the Sinosure
  Insurance Policy; or (iv) the accuracy of any statements (whether written or
  oral) made in or in connection with any Finance Document, the Sinosure
  Insurance Policy or any other document, and any representations or warranties
  implied by law are excluded. 97


(b) Each New
  Lender (other than Sinosure) confirms to the Existing Lender and the other
  Finance Parties that it: (i) has made (and shall continue to make) its own
  independent investigation and assessment of the financial condition and
  affairs of each Obligor and its related entities and Sinosure in connection
  with its participation in this Agreement and has not relied exclusively on
  any information provided to it by the Existing Lender in connection with any
  Finance Document or the Sinosure Insurance Policy; and (ii) will continue to
  make its own independent appraisal of the creditworthiness of each Obligor
  and its related entities and Sinosure whilst any amount is or may be
  outstanding under the Finance Documents or any Commitment is in force. (a)
  Nothing in any Finance Document obliges an Existing Lender to: (i) accept a
  re-transfer from a New Lender of any of the rights and obligations assigned
  or transferred under this Clause 27; or (ii) support any losses directly or
  indirectly incurred by the New Lender by reason of the non-performance by any
  Obligor of its obligations under the Finance Documents, the Sinosure
  Insurance Policy (if any) or by Sinosure of its obligations under the
  Sinosure Insurance Policy, or otherwise. 27.5 Procedure for transfer (a) Subject to the conditions set out in
  Clause 27.2 (Conditions of
  assignment or transfer) a transfer is effected in accordance with
  paragraph (c) below when the Agent as agent for all the Finance Parties
  including the Security Agent and, for this purpose only, for each Obligor,
  executes an otherwise duly completed Transfer Certificate delivered to it by
  the Existing Lender and the New Lender. The Agent shall, subject to paragraph
  (b) below, as soon as reasonably practicable after receipt by it of a
  duly completed Transfer Certificate appearing on its face to comply with the
  terms of this Agreement and delivered in accordance with the terms of this
  Agreement, execute that Transfer Certificate_ (b) The Agent shall only be
  obliged to execute a Transfer Certificate delivered to it by the Existing
  Lender and the New Lender once it is satisfied it and the Security Agent have
  complied with all necessary know your customer or other similar checks
  under all applicable laws and regulations in relation to the transfer to such
  New Lender. (c) On the Transfer Date: (i)
  to the extent that in the Transfer Certificate the Existing Lender
  seeks to transfer by novation its rights and obligations under the Finance
  Documents each of the Obligors and the Existing Lender shall be released from
  further obligations towards one another under the Finance Documents and their
  respective rights against one another under the Finance Documents shall be
  cancelled (being the Discharged Rights
  and Obligations); (ii) each of the Obligors and the New Lender shall
  assume obligations towards one another and/or acquire rights against one
  another which differ from the Discharged Rights and 98


Obligations
  only insofar as that Obligor and the New Lender have assumed and/or acquired
  the same in place of that Obligor and the Existing Lender; (iii) the Agent,
  the Arranger, the Sinosure Agent, the Security Agent, the New Lender and
  other Lenders shall acquire the same rights and assume the same obligations
  between themselves as they would have acquired and assumed had the New Lender
  been a Lender with the rights and/or obligations acquired or assumed by it as
  a result of the transfer and to that extent the Agent, the Arranger, the
  Sinosure Agent, the Security Agent and the Existing Lender shall each be
  released from further obligations to each other under the Finance Documents
  or in connection with the Sinosure Insurance Policy; and (iv) the New Lender
  shall become a Party as a Lender. 27.6 Copy of Transfer Certificate or Increase Confirmation to the Obligors
  The Agent shall, as soon as reasonably practicable after it has executed a
  Transfer Certificate or Increase Confirmation, send to the Obligors and the
  Security Agent a copy of that Transfer Certificate or Increase Confirmation.
  27.7 Disclosure of confidential
  information Any Secured Party may disclose: (a) to any of its
  Affiliates and Related Funds and any of its or their officers, directors,
  employees, professional advisers, auditors, partners and Representatives such
  Confidential Information as that Secured Party shall consider appropriate if
  any person to whom the Confidential Information is to be given pursuant to
  this paragraph (a) is informed in writing of its confidential nature and
  that some or all of such Confidential Information may be price-sensitive
  information except that there shall be no such requirement to so inform if
  the recipient is subject to professional obligations to maintain the
  confidentiality of the information or is otherwise bound by requirements of
  confidentiality in relation to the Confidential Information; (b) to any
  person: (I) to (or through) whom it assigns or transfers (or may potentially
  assign or transfer) all or any of its rights and/or obligations under one or
  more Finance Documents and to any of that persons Affiliates, Related Funds,
  Representatives and professional advisers; (ii) Sinosure; (iii) with (or
  through) whom it or, where the disclosing party is the Agent , a Lender
  enters into (or may potentially enter into), whether directly or indirectly,
  any sub- participation in relation to, or any other transaction under which
  payments are to be made or may be made by reference to, one or more Finance
  Documents and/or one or more Obligors and to any of that persons Affiliates,
  Related Funds, Representatives and professional advisers; (iv) appointed by
  any Secured Party or by a person to whom paragraph (b)(i),(ii) or
  (iii) above applies to receive communications, notices, information or
  documents 99


delivered
  pursuant to the Finance Documents on its behalf (including, without
  limitation, any person appointed under paragraph (c) of Clause 29.14 (Relationship with the Lenders));
  (v) who invests in or otherwise finances (or may potentially invest in or
  otherwise finance), directly or indirectly, any transaction referred to in
  paragraph (b)(i) or (b)(iii) above; (vi) to whom information is
  required or requested to be disclosed by any court of competent jurisdiction
  or any governmental, banking, taxation or other regulatory authority or
  similar body, the rules of any relevant stock exchange or pursuant to
  any applicable law or regulation; (vii)
  to whom or for whose benefit that Secured Party charges, assigns or
  otherwise creates Security (or may do so) pursuant to Clause 27.8 (Security over Lenders rights);
  (viii) to whom information is required to be disclosed in connection with,
  and for the purposes of, any litigation, arbitration, administrative or other
  investigations, proceedings or disputes; (ix) who is a Party; or (x) with the
  consent of the Borrower; in each case, such Confidential Information as that
  Finance Party shall consider appropriate if: (A) in relation to paragraphs
  (b)(i), (b)(ii), b(iii) and b(iv) above, the person to whom the
  Confidential Information is to be given has entered into a Confidentiality
  Undertaking except that there shall be no requirement for a Confidentiality
  Undertaking if the recipient is a professional adviser and is subject to
  professional obligations to maintain the confidentiality of the Confidential
  Information; (B) in relation to paragraph (b)(v) above, the person to
  whom the Confidential information is to be given has entered into a
  Confidentiality Undertaking or is otherwise bound by requirements of
  confidentiality in relation to the Confidential Information they receive and
  is informed that some or all of such Confidential Information may be
  price-sensitive information; (C) in relation to paragraphs (b)(vi),
  (b)(vii) and (b)(viii) above, the person to whom the Confidential Information
  is to be given is informed of its confidential nature and that some or all of
  such Confidential Information may be price-sensitive information except that
  there shall be no requirement to so inform if, in the opinion of that Secured
  Party, it is not practicable so to do in the circumstances; (C) to any person
  appointed by that Secured Party or by a person to whom paragraph (b)(i) or
  (b)(iii) above applies to provide administration or settlement services
  in respect of one or more of the Finance Documents including without
  limitation, in relation to the trading of participations in respect of the
  Finance Documents, such Confidential Information as 100


may be required
  to be disclosed to enable such service provider to provide any of the
  services referred to in this paragraph (c) if the service provider to
  whom the Confidential Information is to be given has entered into a
  confidentiality agreement substantially in the form of the LMA Master
  Confidentiality Undertaking for Use With Administration/Settlement Service
  Providers or such other form of confidentiality undertaking agreed between
  the Borrower and the relevant Finance Party; (d) to any rating agency
  (including its professional advisers) such Confidential Information as may be
  required to be disclosed to enable such rating agency to carry out its normal
  rating activities in relation to the Finance Documents and/or the Obligors if
  the rating agency to whom the Confidential Information is to be given is
  informed of its confidential nature and that some or all of such Confidential
  Information may be price-sensitive information. This Clause supersedes any
  previous agreement relating to the confidentiality of this information. 27.8 Security over Lenders rights In
  addition to the other rights provided to Lenders under this Clause 27, each
  Lender may without consulting with or obtaining consent from any Obligor, at
  any time charge, assign or otherwise create Security in or over (whether by
  way of collateral or otherwise) all or any of its rights under any Finance
  Document to secure obligations of that Lender including: (a) any charge,
  assignment or other Security 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 granted to any holders (or trustee or
  representatives of holders) of obligations owed, or securities issued, by
  that Lender as Security for those obligations or securities, except that no
  such charge, assignment or Security shall: (i) release a Lender from any of
  its obligations under the Finance Documents or substitute the beneficiary of
  the relevant charge, assignment or Security for the Lender as a party to any
  of the Finance Documents; or (ii) require any payments to be made by an
  Obligor to be, or grant to any person any rights which are, greater or more
  extensive than those required to be made or granted to the relevant Lender
  under the Finance Documents, and payments shall continue to be made to that
  Lender unless notice to the contrary has been given to the Agent in
  accordance with Clause 29.14(a). 27.9 Prohibition
  on Debt Purchase Transactions by the Group No Obligor shall, and the
  Guarantor shall procure that each other member of the Group shall not: (a)
  enter into any Debt Purchase Transaction; or 101


(b)
  beneficially own all or any part of the share capital of a company that is a
  Lender or a party to a Debt Purchase Transaction of the type referred to in
  paragraphs (b) or (c) of the definition of Debt Purchase
  Transaction. 27.10 Additional
  Arranger A bank, financial institution, trust or fund shall become an
  Arranger if: (a) that bank, financial institution, trust or fund is or has
  become a Lender in accordance with the terms of this Agreement; and (b) that
  bank, financial institution, trust or fund delivers to the Agent a duly
  completed and executed Accession Letter; and (c) each Arranger consents in
  writing to such bank, financial institution, trust or fund becoming an
  Arranger. 28. CHANGES TO THE OBLIGORS
  No Obligor may assign any of its rights or transfer any of its rights or
  obligations under the Finance Documents without the consent of all Lenders. 102


SECTION 10THE FINANCE PARTIES 29. ROLE OF THE AGENT, THE SECURITY AGENT AND
  THE ARRANGER 29.1 Appointment
  of the Agent and the Security Agent (a) Each other Finance Party,
  other than the Security Agent (save where expressly so specified), and each
  Hedging Bank appoints the Agent to act as its agent under and in connection
  with the Finance Documents. (b) Each other Secured Party appoints the Security
  Agent to act as security trustee under and in connection with the Finance
  Documents in relation to any security interest which is expressed to be or is
  construed to be governed by English or Liberian law, or any other law from
  time to time designated by the Security Agent and an Obligor. (c) Except as
  expressly provided in paragraph (b) and without limiting or affecting
  Clause 34.11 (Parallel Debt), each
  other Secured Party appoints the Security Agent to act as security agent
  under and in connection with the Finance Documents. (d) Each other Finance
  Party and each Hedging Bank authorises the Agent to
  exercise the rights, powers, authorities and discretions specifically given
  to it under or in connection with the Finance Documents together with any
  other incidental rights, powers, authorities and discretions. (e) Each other
  Secured Party authorises the Security Agent to
  exercise its rights, power, authorities and discretions specifically given to
  it under or in connection with the Finance Documents together with any other
  incidental rights, powers, authorities and discretions. (f) Each other
  Finance Party, other than the Security Agent, authorises
  the Agent to sign and execute the Intercreditor
  Agreement on its behalf. 29.2 Duties
  of the Agent and the Security Agent (a) The Agent shall promptly
  forward to a Party the original or a copy of any document which is delivered
  to the Agent for that Party by any other Party. (b) The Agent shall promptly
  forward a copy of any instructions given to it by the Sinosure
  Agent to the Lenders and details of any actions that it has taken or proposes
  to take pursuant to its instructions. (c) Except where a Finance Document
  specifically provides otherwise, neither the Agent nor the Security Agent is
  obliged to review or check the adequacy, accuracy or completeness of any
  document it forwards to another Party. (d) If the Agent receives notice from
  a Party referring to this Agreement, describing a Default and stating that
  the circumstance described is a Default, it shall promptly notify the Secured
  Parties and Sinosure. (e) If the Agent is aware of
  the non-payment of any principal, interest, commitment fee or other fee
  payable to a Finance Party (other than the Agent or the Arranger) under this
  Agreement or receives notice from a Party on the occurrence of any Cause of
  Loss (as provided for under 103


Article 2
  of the Sinosure Insurance Policy) under the Sinosure Insurance Policy, it shall promptly notify the
  other Secured Parties. (f) The
  Agent shall promptly send to the Security Agent such certification as the
  Security Agent may require pursuant to paragraph 7 (Basis of distribution) of Schedule 7 (Security Agency provisions). (g) The duties of the Agent
  and the Security Agent under the Finance Documents are solely mechanical and
  administrative in nature. Neither the Agent nor the Security Agent shall have
  any other duties save as expressly provided in the Finance Documents to which
  it is a party. (h) The parties agree as follows: (i)
  at any time prior to the Vote Disclosure Termination Date, where the Agent
  has requested instructions from the Lenders in relation to the exercise of
  any right, power or discretion vested in the Agent under this Agreement, the
  Agent shall, promptly on receipt of a written request from any Lender,
  disclose in writing to that Lender the instructions it has received to date
  in response to the Agents request for instructions and the amount of
  Commitment and/or participations in any Loan(s) hereunder which relates
  to each such instruction (but without having to disclose the name of any
  Lender); and (ii) if at any point in time the Majority Lenders notify the
  Agent in accordance with the provisions of Clause 35 (Notifications) that they wish for the provisions of
  sub-clause (i) above to be disapplied,
  the Agent will promptly confirm by notice to the other Parties that such
  provisions are disapplied as of the date on which
  the Agent issues that notice. 29.3 Role
  of the Arranger Except as specifically provided in the Finance
  Documents, each Arranger has no obligations of any kind to any other Party
  under or in connection with any Finance Document. 29.4 Role of the Security Agent The
  Security Agent shall not be an agent of (except as expressly provided in any
  Finance Document) any Secured Party or Obligor under or in connection with
  any Finance Document. 29.5 No
  fiduciary duties (a) Nothing in this Agreement constitutes
  the Agent, the Security Agent (except as expressly provided in any Finance
  Document) or the Arranger as a trustee or fiduciary of any other person. (b)
  Neither the Agent, the Security Agent (except as expressly provided in any
  Finance Document) nor the Arranger shall be bound to account to any Lender or
  any Hedging Bank for any sum or the profit element of any sum received by it
  or any Affiliate of it for its own account. 29.6 Business with the Group The Agent, the Security Agent and the
  Arranger or any Affiliate of any of them may accept deposits from, lend money
  to and generally engage in any kind of banking or other business with any
  member of the Group. 29.7 Rights and
  discretions of the Agent and the Security Agent (a) The Agent and the
  Security Agent may rely on: 104


(i) any representation, notice or document believed by it
  to be genuine, correct and appropriately authorised
  and shall have no duty to verify any signature on any document; and (ii) any
  statement made by a director, authorised signatory
  or employee of any person regarding any matters which may reasonably be
  assumed to be within his knowledge or within his power to verify. (b) The
  Agent and the Security Agent may assume (unless it has received notice to the
  contrary in its capacity as agent for the Lenders or, as the case may be, as
  security trustee for the Secured Parties) that: (i) no Default has occurred (unless
  it has actual knowledge of a Default arising under Clause 26.1 (Non-payment)); (ii) any
  right, power, authority or discretion vested in any Party, the Majority
  Lenders or the Majority Hedging Banks (as the case may be) has not been
  exercised; and (iii) any notice or request made by an Obligor (other than a Utillsation Request) is made on behalf of and with the
  consent and knowledge of all the Obligors. (c) The Security Agent may assume
  that any direction or instruction given to it by the Agent is duly authorised by the Majority Lenders, the Lenders, the
  Majority Hedging Banks or the Hedging Banks (as the case may be) and shall
  have no obligation to check whether such is the case. (d) Each of the Agent
  and the Security Agent may engage, pay for and rely on the advice or services
  of any lawyers, accountants, surveyors or other experts. (e) Each of the
  Agent and the Security Agent may act in relation to the Finance Documents
  through its personnel and agents. (f) The Agent may disclose to any other
  Party any information it reasonably believes it has received as agent under
  this Agreement and the Security Agent shall be entitled to call for and rely
  on any such information and the Agent shall be obliged to provide the same
  promptly on request. (g) Without prejudice to the generality of paragraph
  (f) above, the Agent may disclose the identity of a Defaulting Lender to
  the other Finance Parties and an Obligor and shall disclose the same upon the
  written request of an Obligor or the Majority Lenders. (h) Notwithstanding any
  other provision of any Finance Document to the contrary, neither the Agent,
  the Security Agent nor the Arranger is obliged to do or omit to do anything
  if it would or might in its reasonable opinion constitute a breach of any law
  or regulation or a breach of a fiduciary duty or duty of confidentiality.
  29.8 Majority Lenders instructions (a)
  (i) Unless a contrary indication appears in a
  Finance Document, prior to the Senior Discharge Date the Agent shall
  (A) exercise any right, power, authority or discretion vested in it as
  Agent in accordance with any instructions given to it by the Majority Lenders
  (or, if so instructed by the Majority Lenders, refrain from exercising any
  right, power, authority or discretion vested in it as Agent) and (B) not
  be liable for any act (or 105


omission) if it acts
  (or refrains from taking any action) in accordance with an instruction of the
  Majority Lenders. (ii) Unless a contrary indication appears in a Finance
  Document, after the Senior Discharge Date the Agent shall (A) exercise
  any right, power, authority or discretion vested in it as Agent in accordance
  with any instructions given to it by the Majority Hedging Banks or, if so
  instructed by the Majority Hedging Banks, refrain from exercising any right,
  power, authority or discretion vested in it as Agent and (B) not be
  liable for any act (or omission) if it acts (or refrains from taking any
  action) in accordance with the instructions of the Majority Hedging Banks.
  (iii) The Security Agent shall (A) exercise any right, power, authority
  or discretion vested in it as Security Agent in accordance with any
  instructions given to it by the Agent (or, if so instructed by the Agent,
  refrain from exercising any right, power, authority or discretion vested in
  it as Security Agent) and (B) not be liable for any act (or omission) if
  it acts (or refrains from taking any action) in accordance with the
  instruction of the Agent and (C) have no obligation to act or refrain
  from acting until so instructed. (b) Unless a contrary indication appears in
  a Finance Document, (i) prior to the Senior
  Discharge Date any instructions given by the Majority Lenders and
  (ii) after the Senior Discharge Date any instructions given by the
  Majority Hedging Banks will be binding on all the Secured Parties. (C) The
  Agent may refrain from acting in accordance with the instructions of the
  Majority Lenders (or, if appropriate, the Lenders) or the Majority Hedging
  Banks (or, if appropriate, the Hedging Banks) and the Security Agent may
  refrain from acting in accordance with the instructions of the Agent until
  (in either case, as the case may be) it has received such security as it may
  require for any cost, loss or liability (together with any associated VAT)
  which it may incur in complying with the instructions. (d) In the absence of
  instructions from the Majority Lenders (or, if appropriate, the Lenders), the
  Agent may act (or refrain from taking action) as it considers or, after the
  Senior Discharge Date, the Majority Hedging Banks (or if appropriate, the
  Hedging Banks) to be in the best interest of the Lenders and each Hedging
  Bank but the Security Agent shall have no obligation to act or refrain from
  acting. (e) Neither the Agent nor the Security Agent is authorised
  to act on behalf of a Lender (without first obtaining that Lenders consent)
  in any legal or arbitration proceedings relating to any Finance Document. (f)
  Neither the Agent nor the Security Agent is authorised
  to act on behalf of a Hedging Bank (without first obtaining that Hedging
  Banks consent) in any legal or arbitration proceedings relating to any
  Finance Document. 29.9 Responsibility
  for documentation Neither the Agent, the Security Agent nor the
  Arranger: (a) is responsible for the adequacy, accuracy and/or completeness
  of any information (whether oral or written) supplied by the Agent, the
  Security Agent, the Arranger, an Obligor or any other person given in or in
  connection with any Finance Document; or 106


(b) is
  responsible for the legality, validity, effectiveness, adequacy or
  enforceability of any Finance Document or any other agreement, arrangement or
  document entered into, made or executed in anticipation of or in connection
  with any Finance Document. 29.10 Exclusion
  of liability (a) Without limiting paragraph (b) below, neither
  the Agent nor the Security Agent will be liable for any action taken by it
  under or in connection with any Finance Document, unless directly caused by
  its gross negligence, fraud or wilful misconduct.
  (b) No Party (other than the Agent or the Security Agent) may take any
  proceedings against any officer, employee or agent of the Agent or the
  Security Agent in respect of any claim it might have against the Agent or the
  Security Agent or in respect of any act or omission of any kind by that
  officer, employee or agent in relation to any Finance Document and any
  officer, employee or agent of the Agent or the Security Agent may rely on
  this Clause in accordance with the provisions of the Contracts (Rights of
  Third Parties) Act 1999. (C) Neither the Agent nor the Security Agent will be
  liable for any delay (or any related consequences) in crediting an account
  with an amount required under the Finance Documents to be paid by it if it
  has taken all necessary steps as soon as reasonably practicable to comply
  with the regulations or operating procedures of any recognised
  clearing or settlement system used by it for that purpose. (d) Nothing in
  this Agreement shall oblige the Agent, the Security Agent or the Arranger to
  carry out any know your customer or other checks in relation to any person
  on behalf of any Lender and each Lender confirms to the Agent, the Security
  Agent and the Arranger that it is solely responsible for any such checks it
  is required to carry out and that it may not rely on any statement in
  relation to such checks made by the Agent, the Security Agent or the
  Arranger. (e) Nothing in this Agreement shall oblige the Agent, the Security
  Agent or the Arranger to carry out any know-your-customer or other checks
  in relation to any person on behalf of any Hedging Bank and each Hedging Bank
  confirms to the Agent, the Security Agent and the Arranger that it is solely
  responsible for any such checks it is required to carry out and that it may
  not rely on any statement in relation to such checks made by the Agent, the Security
  Agent or the Arranger. 29.11 Lenders
  Indemnity to the Agent and the Security Agent (a) Prior to the Senior Discharge Date each Lender shall (in
  proportion to its share of the Total Commitments or, if the Total Commitments
  are then zero, to its share of the Total Commitments immediately prior to
  their reduction to zero) indemnify the Agent and the Security Agent, within
  three Business Days of demand, against any cost, loss or liability incurred
  by the Agent or the Security Agent (otherwise than by reason of its fraud,
  gross negligence or wilful misconduct) in acting as
  Agent or, as the case may be, Security Agent under the Finance Documents
  (unless it has been reimbursed by an Obligor pursuant to a Finance Document) (Indemnified Costs). (b) After the
  Senior Discharge Date: (i) with respect to those
  Indemnified Costs which accrue from prior to the Senior Discharge Date, each
  Lender and each Hedging Bank shall (in the proportions as set out in
  paragraph (i) and (ii) below) indemnify
  the Agent and the Security Agent, within three Business Days of demand,
  against any Indemnified Costs, where 107


(A) the Lenders
  shall in aggregate indemnify half of the amount of any Indemnified Costs and
  each Lender shall bear such amount in proportion to its share of the Total
  Commitments or, if the Total Commitments are then zero, to its share of the
  Total Commitments immediately prior to their reduction to zero; and (B) the
  Hedging Banks shall in aggregate indemnify half of the amount of any
  Indemnified Costs and each Hedging Bank shall bear such amount in proportion
  to its mark to market exposure in respect of its transactions under the
  Hedging Documents to the Total MtM Exposure or, if
  the Total MtM Exposure is then zero, to its share
  of the Total MtM Exposure immediately prior to its
  reduction to zero. (ii) with respect to those Indemnified Costs which accrue
  after the Senior Discharge Date, each Hedging Bank shall (in proportion to
  its mark to market exposure in respect of its transactions under the Hedging
  Documents to the Total MtM Exposure or, if the
  Total MtM Exposure is then zero, to its share of
  the Total MtM Exposure immediately prior to its
  reduction to zero) indemnify the Agent and the Security Agent, within three
  Business Days of demand, against any Indemnified Costs. 29.12 Resignation of the Agent or the Security
  Agent (a) The Agent may resign and appoint one of its Affiliates
  acting through an office in the United Kingdom or elsewhere as successor by
  giving notice to the other Secured Parties and the Obligors. (b)
  Alternatively the Agent may resign by giving notice to the other Secured
  Parties and the Obligors, in which case (x) prior to the Senior
  Discharge Date, the Majority Lenders (after consultation with the Obligors)
  and (y) after the Senior Discharge Date, the Majority Hedging Banks,
  shall appoint a successor Agent. (c) The Security Agent may resign and
  appoint one of its Affiliates acting through an office in the United Kingdom
  or elsewhere as successor by giving notice to the other Secured Parties and
  the Obligors. (d) Alternatively the Security Agent may resign by giving
  notice to the other Secured Parties and the Obligors, in which case
  (x) prior to the Senior Discharge Date, all Lenders (after consultation
  with the Obligors) and (y) after the Senior Discharge Date, the Majority
  Hedging Banks, may appoint a successor Security Agent. (e) If the Majority
  Lenders or the Majority Hedging Banks (as the case may be) have not appointed
  a successor Agent in accordance with paragraph (b) above or, as the case
  may be, Security Agent in accordance with paragraph (d) above, within 30
  days after notice of resignation was given, the Agent or, as the case may be,
  the Security Agent (after consultation with the Obligors and the Hedging
  Banks) may appoint a successor Agent or Security Agent (acting through an
  office in the United Kingdom). (f) The retiring Agent or Security Agent
  shall, at its own cost, make available to its successor such documents and
  records and provide such assistance as its successor may reasonably request
  for the purposes of performing its functions as Agent or Security Agent under
  the Finance Documents. 108


(g) The
  resignation notice of the Agent or Security Agent shall only take effect upon
  the appointment of a successor. (h) Upon the appointment of a successor, the retiring Agent or
  Security Agent shall be discharged from any further obligation in respect of
  the Finance Documents but shall remain entitled to the benefit of this Clause
  29. Its successor and each of the other Parties shall have the same rights
  and obligations amongst themselves as they would have had if such successor
  had been an original Party. (i) Prior to the Senior
  Discharge Date and after consultation with the Obligors, the Majority Lenders
  may, by notice to the Agent or, all Lenders may, by notice to the Security
  Agent, require it to resign in accordance with paragraph (b) or
  (d) above (as the case may be). In this event, the Agent or, as the case
  may be, the Security Agent shall resign in accordance with paragraph
  (b) or (d) above (as the case may be). (j) After the Senior
  Discharge Date and after consultation with the Obligors, the Majority Hedging
  Banks may, by notice to the Agent or, as the case may be, the Security Agent,
  require it to resign in accordance with paragraph (b) or (d) above
  (as the case may be). In this event, the Agent or, as the case may be, the
  Security Agent shall resign in accordance with paragraph (b) or
  (d) above (as the case may be). 29.13 Confidentiality (a) The Agent (in acting as agent for any or all
  of (i) the Finance Parties and (ii) the
  Hedging Banks) and the Security Agent (in acting as security trustee for the
  Secured Parties) shall be regarded as acting through its respective agency or
  security trustee division which in each case shall be treated as a separate
  entity from any other of its divisions or departments. (b) If information is
  received by another division or department of the Agent or, as the case may
  be, the Security Agent, it may be treated as confidential to that division or
  department and the Agent or, as the case may be, the Security Agent shall not
  be deemed to have notice of it. 29.14 Relationship
  with the Lenders (a) The Agent and the Security Agent may treat each
  Lender as a Lender, entitled to payments under this Agreement and acting
  through its Facility Office unless the Agent or the Security Agent (as the
  case may be) has received not less than five Business Days prior notice from
  that Lender to the contrary in accordance with the terms of this Agreement. (b) Each Lender shall supply the
  Agent with any information required by the Agent in order to calculate the
  Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formula). 29.15 Credit appraisal by the Lenders Without affecting the
  responsibility of any Obligor for information supplied by it or on its behalf
  in connection with any Finance Document or the Sinosure
  Insurance Policy, each Lender confirms to the Agent, the Security Agent and
  the Arranger that it has been, and will continue to be, solely responsible for
  making its own independent appraisal and investigation of all risks arising
  under or in connection with any Finance Document and the Sinosure
  Insurance Policy including but not limited to: (a) the financial condition,
  status and nature of each member of the Group or Sinosure;
  109


(b) the
  legality, validity, effectiveness, adequacy or enforceability of any Finance
  Document, the Sinosure Insurance Policy and any
  other agreement, Security, arrangement or document entered into, made or
  executed in anticipation of, under or in connection with any Finance Document
  and the Sinosure Insurance Policy; (c) whether that
  Lender has recourse, and the nature and extent of that recourse, against any
  Party or any of its respective assets under or in connection with any Finance
  Document or the Sinosure Insurance Policy, the
  transactions contemplated by the Finance Documents, the Sinosure
  Insurance Policy or any other agreement, Security, arrangement or document
  entered into, made or executed in anticipation of, under or in connection
  with any Finance Document or the Sinosure Insurance
  Policy; and (d) the adequacy, accuracy and/or completeness of any information
  provided by the Agent, the Security Agent, any Party or by any other person
  under or in connection with any Finance Document, the Sinosure
  Insurance Policy, the transactions contemplated by the Finance Documents, the
  Sinosure Insurance Policy or any other agreement,
  Security, arrangement or document entered into, made or executed in
  anticipation of, under or in connection with any Finance Document or the Sinosure Insurance Policy. 29.16 Credit appraisal by the Hedging Banks Without affecting the
  responsibility of any Obligor for information supplied by it or on its behalf
  in connection with any Finance Document, each Hedging Bank confirms to the
  Agent, the Security Agent and the Arranger that it has been, and will
  continue to be, solely responsible for making its own independent appraisal
  and investigation of all risks arising under or in connection with any Finance
  Document including but not limited to: (a) the financial condition, status
  and nature of each member of the Group; (b) the legality, validity,
  effectiveness, adequacy or enforceability of any Finance Document and any
  other agreement, Security, arrangement or document entered into, made or
  executed in anticipation of, under or in connection with any Finance
  Document; (c) whether that Hedging Bank has recourse, and the nature and
  extent of that recourse, against any Party or any of its respective assets under
  or in connection with any Finance Document, the transactions contemplated by
  the Finance Documents or any other agreement, Security, arrangement or
  document entered into, made or executed in anticipation of, under or in
  connection with any Finance Document; and (d) the adequacy, accuracy and/or
  completeness of any information provided by the Agent, the Security Agent,
  any Party or by any other person under or in connection with any Finance
  Document, the transactions contemplated by the Finance Documents or any other
  agreement, Security, arrangement or document entered into, made or executed
  in anticipation of, under or in connection with any Finance Document. 29.17 Reference Banks If a Reference Bank
  (or, if a Reference Bank is not a Lender, the Lender of which it is an
  Affiliate) ceases to be a Lender, the Agent shall (in consultation with the
  Obligors) appoint another Lender or an Affiliate of a Lender to replace that
  Reference Bank. 110


29.18 Management time of the Agent Any
  amount payable to the Agent under Clause 14.3 (Indemnity to the Agent, the Sinosure Agent
  and the Security Agent), Clause 16 (Costs and expenses) and Clause 29.11 (Lenders indemnity to the Agent and the Security Agent) shall
  include the cost of utilising its management time
  or other resources and will be calculated on the basis of such reasonable
  daily or hourly rates as it may notify to the Obligors and the Lenders, and
  is in addition to any fee paid or payable to it under Clause 11 (Fees). 29.19 Security Agency provisions The provisions
  of Schedule 7 (Security Agency
  provisions) shall bind each Party. 29 20 Deduction from amounts payable by the Agent or the Security Agent
  If any Party owes an amount to the Agent or the Security Agent under the
  Finance Documents the Agent or the Security Agent (as the case may be) may,
  after giving notice to that Party, deduct an amount not exceeding that amount
  from any payment to that Party which the Agent or the Security Agent (as the
  case may be) would otherwise be obliged to make under the Finance Documents
  and apply the amount deducted in or towards satisfaction of the amount owed.
  For the purposes of the Finance Documents that Party shall be regarded as
  having received any amount so deducted. 30. ROLE OF THE SINOSURE AGENT 30.1 Appointment and duties of the Sinosure Agent (a) Each Lender irrevocably
  appoints the Sinosure Agent to act as its agent
  under the Finance Documents in relation to matters involving Sinosure, and specifically the Sinosure
  Insurance Policy and payment of the Sinosure premium.
  (b) Each Lender and the Arranger irrevocably authorises
  the Sinosure Agent to: (i)
  perform the duties and to exercise the rights, powers and discretions that
  are specifically given to it under the Finance Documents, together with any
  other incidental rights, powers and discretions; and (ii) execute each
  Finance Document expressed to be executed by the Sinosure
  Agent. (c) The Sinosure Agent has only those duties
  which are expressly specified in the Finance Documents. (d) The Sinosure Agent shall be responsible for monitoring
  whether, in relation to a particular Loan, the further conditions precedent
  set out in Clause 4.4 (Further
  conditions precedent) are satisfied. (e) The Sinosure
  Agent shall promptly, and in any event, one Business Day prior to a proposed Utilisation Date, notify the Facility Agent in the event
  that the further condition precedent set out in Clause 4.4(d) (Further conditions precedent) is
  not satisfied. In the absence of any such notification (from the Sinosure Agent or any other entity), the Agent shall be
  entitled to assume that such further conditions precedent have been satisfied
  with regard to the proposed utilisation. 111


(f) The Sinosure Agent shall be entitled to perform its duties
  under the Finance Documents through its London Branch. 30.2 Resignation of the Sinosure
  Agent (a) The Sinosure Agent may resign and
  appoint one of its Affiliates as successor by giving notice to the other
  Finance Parties and the Borrower. (b) Alternatively the Sinosure
  Agent may resign by giving notice to the other Finance Parties and the
  Borrower, in which case the
  Majority Lenders (after consultation with the Borrower) may appoint a
  successor Sinosure Agent. (c) If the Majority
  Lenders have not appointed a successor Sinosure
  Agent in accordance with paragraph (b) above within 30 calendar days
  after notice of resignation was given, the Sinosure
  Agent (after consultation with the Borrower) may appoint a successor Sinosure Agent. (d) The retiring Sinosure
  Agent shall, at its own cost, make available to the successor Sinosure Agent such documents and records and provide such assistance as the successor Sinosure Agent may reasonably request for the purposes of
  performing its functions as Sinosure Agent under
  the Finance Documents. (e) The Sinosure Agents
  resignation notice shall only take effect upon the appointment of a
  successor. (f) Upon the appointment of a successor, the retiring Sinosure Agent shall be discharged from any further
  obligation in respect of the Finance Documents but shall remain entitled to
  the benefit of this Clause 30. Its successor and each of the other Parties
  shall have the same rights and obligations amongst themselves as they would
  have had if such successor had been an original Party. (g) After consultation
  with the Borrower, the Majority Lenders may, by notice to the Sinosure Agent, require it to resign in accordance with
  paragraph (b) above. In this event, the Sinosure
  Agent shall resign in accordance with paragraph (b) above. 30.3 Lenders indemnity to the Sinosure Agent Each Lender shall (in proportion to
  its share of the Total Commitments or, if the Total Commitments are then
  zero, to its share of the Total Commitments immediately prior to their
  reduction to zero) indemnify the Sinosure Agent
  within 5 Business Days of demand, against any cost, loss or liability
  incurred by the Sinosure Agent (otherwise than by
  reason of the Sinosure Agents gross negligence or wilful misconduct) in acting as Sinosure
  Agent under the Finance Documents or the insured party under the Sinosure Insurance Policy (unless the Sinosure
  Agent has been reimbursed by the Borrower pursuant to a Finance Document).
  31. THE ACCOUNT BANK 31.1 Role of the Account Bank (a) The
  Account Bank shall be responsible for performing the functions of an Account
  Bank expressly mentioned herein. (b) Except as specifically provided in the
  Finance Documents, the Account Bank has no obligations of any kind to any
  other Party under or in connection with any Finance Document. 112


(c) The Account
  Bank (in its capacity as Account Bank) shall not be deemed to be an agent,
  trustee or fiduciary of any Finance Party or an Obligor under or in
  connection with any Finance Document. The Account Bank does not have any
  proprietary interest in the amounts credited to the Earnings Accounts but
  merely holds such amounts as banker subject to the terms of this Agreement.
  (d) The duties of the Account Bank under the Finance Documents are solely
  mechanical and administrative in nature. (e) The Account Bank and the
  Borrowers shall comply with the terms of the provisions relating to it
  hereunder. 31.2 Account Banks
  business The Account Bank may accept deposits from, lend money to and
  generally engage in any kind of banking or other business with, a Borrower
  and any other party to any Finance Document or Operative Document. 31.3 Rights and discretions of the Account Bank
  (a) The Account Bank may rely on: (i) any
  representation, notice or document believed by it to be genuine, correct and
  appropriately authorised; and (ii) any statement
  made by a director, authorised signatory or
  employee of any person regarding any matters which may reasonably be assumed
  to be within his knowledge or within his power to verify. (b) The Account
  Bank may assume (unless it has received notice to the contrary in its capacity
  as Account Bank) that: (i) no Default has occurred
  (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment)); and (ii) any right,
  power, authority or discretion vested in any Party has not been exercised.
  (c) The Account Bank may engage, pay for and rely on the advice or services
  of any lawyers, accountants, surveyors or other experts and may act in
  relation to the Finance Documents through its personnel and agents. 31.4 Excluded obligations Notwithstanding
  anything to the contrary expressed or implied in this Agreement, the Account
  Bank shall not: (a) be bound to enquire as to the occurrence or otherwise of
  a Default or the performance by any other party to any of the Finance
  Documents of its obligations thereunder; (b) be
  bound to exercise any right, power or discretion vested in such Account Bank
  under any of the Finance Documents; (c) be bound to account to any other
  party hereto for any sum or the profit element of any sum received by it for
  its own account; (d) be bound to disclose to any other person any information
  relating to any other person; or 113


(e) be under any obligation to enquire as to the purpose of
  any withdrawal from an Earnings Account. 31.5 Exclusion of liability The Account Bank does not accept any
  responsibility for the accuracy and/or completeness of any information
  supplied in connection with any Finance Document or for the legality,
  validity, effectiveness, adequacy or enforceability of any Finance Document
  and shall not be under any liability as a result of taking or omitting to
  take any action in relation to the Earnings Accounts or the Finance Documents
  save in the case of gross negligence or wilful
  misconduct. 31.6 No actions
  Each of the other Parties hereto agrees that it will not assert or seek to
  assert against any director, officer or employee of the Account Bank any
  claim it might have against the Account Bank in respect of the matters
  referred to in Clause 31.5 (Exclusion
  of liability). 31.7 Further
  Account Bank provisions (a) The Account Bank shall not be under any
  duty to give the amounts standing to the credit of the Earnings Accounts held
  by it hereunder any greater degree of care than it gives to its own similar
  property. (b) This Agreement expressly sets forth all the duties of the
  Account Bank. The Account Bank shall not be bound by (and shall be deemed not
  to have notice of) the provisions of any other agreement entered into by or
  involving either Borrower except this Agreement and any Payment Instruction
  and no implied duties or obligations of the Account Bank shall be read into
  this Agreement and any Payment Instruction. (c) The Account Bank is under no
  duty to ensure that funds withdrawn from the Earnings Accounts are actually
  applied for the purpose for which they were withdrawn or that any Payment
  Instruction or other instruction or direction by a Borrower or the Borrowers
  is accurate, correct or in accordance with this Agreement. (d) The Account
  Bank shall not be required to make any distribution to the extent that the
  amounts standing to the credit of the Earnings Accounts or the relevant
  Earnings Account is insufficient. (e) Each Borrower unconditionally agrees to
  the use of any form of telephonic or electronic monitoring or recording by
  the Account Bank as the Account Bank deems appropriate for security and
  service purposes. (f) (i) The Account Bank shall
  not be liable to any person or entity including, but not limited to the
  Borrowers for any loss, liability, claim, action, damages or expenses arising
  out of or in connection with its performance of or its failure to perform any
  of its obligations under this Agreement save as are caused by its own gross
  negligence or wilful default; (ii) no Party shall
  be required to perform any of its obligations under this Agreement in the
  event of a force majeure event or if performance would result in such Party
  being in breach of any law or other regulation; 114


(iii) the
  liability of the Account Bank hereunder shall be limited to an amount equal
  to the sum of the amounts standing to the credit of the Earnings Accounts;
  (iv) notwithstanding the foregoing, under no circumstance will the Account
  Bank be liable to any Party for any consequential loss (inter allia, being loss of business, goodwill, opportunity or
  profit) even if advised of the possibility of such loss or damage. (g) Each
  Borrower shall indemnify and keep the Account Bank (and, without limitation,
  its directors, officers, agents and employees) indemnified and hold each of
  them harmless from and against any and all losses, liabilities, claims,
  actions, damages, fees and expenses, (including lawyers fees and
  disbursements), arising out of or in connection with this Agreement, save as
  are caused by their own gross negligence or wilful
  default. (h) Without prejudice to Clause 31.7(f)(i),
  the Account Bank shall not be obliged to make any payment or otherwise to act
  on any request or instruction notified to it under this Agreement if it is
  unable: (i) to verify any signature on the notice
  of request or instruction against the specimen signature provided for the
  relevant Authorised Representative hereunder; and
  (ii) to validate the authenticity of a request by a Borrower by telephoning a
  Callback Contact who is not the relevant Authorised
  Representative for the relevant Party. (i) The
  Account Bank shall be entitled to rely upon any order, judgment, decree,
  certification, demand, notice, or other written instrument delivered to it
  hereunder without being required to determine the authenticity or the
  correctness of any fact stated therein or validity or the service thereof.
  The Account Bank may act in reliance upon any instrument or signature
  believed by it to be genuine and may assume that any person purporting to
  give receipt or advice or make any statement or execute any document in
  connection with the provisions hereof has been duly authorised
  to do so. Each Borrower acknowledges that it is fully aware of the risks
  associated with transmitting instructions via facsimile and telephone. (j)
  The Account Bank may consult lawyers or professional advisers over any
  question as to the provisions of this Agreement or its duties. The Account
  Bank may act pursuant to the advice of lawyers or other professional advisers
  with respect to any matter relating to this Agreement and shall not be liable
  for any action taken or omitted in accordance with such advice. (k) The
  Account Bank does not have any interest in the amounts standing to the credit
  of the Earnings Accounts deposited hereunder. (l) This paragraph (l), and
  paragraph (f), paragraph (g), paragraph (i) and
  paragraph (j), above, shall survive notwithstanding any termination of this
  Agreement or the resignation or replacement of the Account Bank. (m) The
  Account Bank shall have no responsibility for the contents of any ruling of
  the arbitrators or any third party contemplated in any other document, to
  which a Borrower is privy, as a means to resolve disputes and may rely
  without any liability upon the contents thereof. (n) In the event of any
  disagreement between the Borrowers and any other person resulting in adverse
  claims or demands being made in connection with the amounts standing to the
  credit of 115


the Earnings
  Accounts, or in the event that the Account Bank in good faith is in doubt as
  to what action it should take hereunder, the Account Bank shall be entitled
  to retain such amounts until required to release it in accordance with Clause
  18.4(d)(ii). (0) No printed or other matter in any language (including
  without limitation prospectuses, notices, reports and promotional material) which
  mentions the Account Banks name or the rights, powers, or duties of the
  Account Bank shall be issued by either Borrower or on its behalf unless the
  Account Bank shall first have given its written consent thereto. (p) The
  obligations and duties of the Account Bank will be performed only by the
  Account Bank and, except to the extent required under any applicable law, are
  not obligations or duties of any other Citigroup Company (including any
  branch or office of the Account Bank) and the rights of a Borrower and the
  Security Agent with respect to the Account Bank extend only to such Account
  Bank and, except to the extent required under any applicable law, do not
  extend to any other Citigroup Company. (q) The Account Bank may use (and its
  performance will be subject to the rules of) any communications,
  clearing or payment system, intermediary bank or other system. 31.8 Cessation by the Account Bank (a)
  The Account Bank may at any time (without assigning any reason therefor) notify the Agent and the Borrowers in writing
  that it wishes to cease to be the Account Bank under this Agreement and upon
  receipt of such notice the Agent, with the consent of the Borrowers (such
  consent not to be unreasonably withheld or delayed), may nominate as a
  successor to the Account Bank: (i) another Lender
  which has a minimum credit rating in respect of its unsecured long term debt
  of either BBB+ from S&P or Baal from Moodys
  or, if higher, a rating equivalent to the retiring Account Bank; or, if none
  are able or willing to do so; (ii) another financial institution acting
  through an office in London and which has a minimum credit rating in respect
  of its unsecured long term debt of either A+ from S&P
  or Al from Moodys, by giving notice to the Secured Parties and the
  Borrowers. (b) The Account Bank may (at its own cost) resign and appoint one
  of its Affiliates acting through an office in London and which has a minimum
  credit rating in respect of its unsecured long term debt of either BBB+ from S&P or Baal from Moodys as successor by giving
  notice to the Lenders and the Borrowers. (c) The Account Banks resignation
  shall only take effect upon the successor Account Bank notifying the Agent
  that it accepts its appointment and such successor acceding to each of the
  Finance Documents to which the retiring Account Bank was a party, (d) If
  there is a change of Account Bank, the amount (if any) standing to the credit
  of the Earnings Accounts maintained with the old Account Bank will be
  transferred to the corresponding Earnings Accounts maintained with the new
  Account Bank immediately upon the appointment 116


takingeffect,
  whereupon the Account Bank shall be discharged from all further obligations
  arising in connection with this Agreement. (e) The Borrowers shall do all
  such things as the Agent and the Security Agent may reasonably request in
  order to facilitate any such change (including, without limitation, the
  execution of bank mandate forms and replacement Security over the Earnings
  Accounts). They shall do so at their own expense in all cases other than
  where the Account Bank is resigning and appointing one of its Affiliates
  pursuant to paragraph (b) above. (f) Upon the appointment of a
  successor, the retiring Account Bank shall be discharged from any further
  obligation in respect of the Finance Documents but shall remain entitled to
  the benefit of this Clause 31. Its successor and each of the other Parties
  shall have the same rights and obligations amongst themselves as they would
  have had if such successor had been an original Party. (g) With the agreement
  of the Borrowers, such agreement not to be unreasonably withheld or delayed,
  the Lenders may, by notice to the Account Bank, require it to resign in
  accordance with paragraph (a) or (b) above.
  In this event, the Account Bank shall resign in accordance with paragraph
  (a) or (b) above, as the case may be. (h) The retiring Account Bank
  shall, at its own cost, make available to the successor Account Bank such
  documents and records and provide such assistance as the successor Account
  Bank may reasonably request for the purposes of performing its functions as the
  Account Bank under the Finance Documents. 32. CONDUCT OF BUSINESS BY THE FINANCE PARTIES No provision of this
  Agreement will: (a) interfere with the right of any Secured Party to arrange
  its affairs (tax or otherwise) in whatever manner it thinks fit; (b) oblige
  any Secured Party to investigate or claim any credit, relief, remission or
  repayment available to it or the extent, order and manner of any claim; or
  (c) oblige any Secured Party to disclose any information relating to its
  affairs (tax or otherwise) or any computations in respect of Tax. 33. SHARING AMONG THE SECURED PARTIES
  33.1 Payments to Secured Parties
  If a Secured Party (a Recovering
  Secured Party) receives or recovers any amount from an Obligor other
  than in accordance with Clause 34 (Payment
  mechanics) and applies that amount to a payment due under the Finance
  Documents then: (a) the Recovering Secured Party shall, within three Business
  Days, notify details of the receipt or recovery to the Agent; (b) the Agent shall determine
  whether the receipt or recovery is in excess of the amount the Recovering
  Secured Party would have been paid had the receipt or recovery been received
  or made by the Agent and distributed in accordance with Clause 34 (Payment 117


mechanics),without taking
  account of any Tax which would be imposed on the Agent in relation to the
  receipt, recovery or distribution; and (c)
  the Recovering Secured Party shall, within three Business Days of
  demand by the Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt or recovery less any
  amount which the Agent determines may be retained by the Recovering Secured
  Party as its share of any payment to be made, in accordance with Clause 34.5 (Partial payments and prepayments),
  provided that this Clause shall not apply to the Security Agent except in
  respect of amounts which would otherwise fall under paragraph (a) of Clause 34.5 (Partial payments and prepayments).
  33.2 Redistribution of payments The Agent shall treat the
  Sharing Payment as if it had been paid by the relevant Obligor and distribute
  it between the Secured Parties (other than the Recovering Secured Party) in
  accordance with Clause 34.5 (Partial
  payments and prepayments). 33.3 Recovering Secured Partys rights (a) On a distribution by the
  Agent under Clause 33.2 (Redistribution
  of payments), the Recovering Secured Party will be subrogated to the
  rights of the Secured Parties which have shared in the redistribution. (b) If
  and to the extent that the Recovering Secured Party is not able to rely on its
  rights under paragraph (a) above, the relevant Obligor shall be liable
  to the Recovering Secured Party for a debt equal to the Sharing Payment which
  is immediately due and payable. 33.4 Reversal
  of redistribution If any
  part of the Sharing Payment received or recovered by a Recovering Secured
  Party becomes repayable and is repaid by that Recovering Secured Party, then:
  (a) each Secured Party which has received a share of the relevant Sharing
  Payment pursuant to Clause 33.2 (Redistribution
  of payments) shall, upon request of the Agent, pay to the Agent for
  account of that Recovering Secured Party an amount equal to the appropriate
  part of its share of the Sharing Payment (together with an amount as is
  necessary to reimburse that Recovering Secured Party for its proportion of
  any interest on the Sharing Payment which that Recovering Secured Party is
  required to pay); and (b) that Recovering Secured Partys rights of
  subrogation in respect of any reimbursement shall be cancelled and the
  relevant Obligor will be liable to the reimbursing Secured Party for the
  amount so reimbursed. 33.5 Exceptions
  (a) This Clause 33 shall not apply to the extent that the Recovering Secured
  Party would not, after making any payment pursuant to this Clause, have a
  valid and enforceable claim against the relevant Obligor. (b) A Recovering
  Secured Party is not obliged to share with any other Secured Party any amount
  which the Recovering Secured Party has received or recovered as a result of
  taking legal or arbitration proceedings, if: 118


(i) it notified that other Secured Party of the legal or
  arbitration proceedings; and (ii) that other Secured Party had an opportunity
  to participate in those legal or arbitration proceedings but did not do so as
  soon as reasonably practicable having received notice and did not take
  separate legal or arbitration proceedings. 119


SECTION 11  ADMINISTRATION
  34. PAYMENT MECHANICS 34.1 Payments to the Agent (a) On each date on which an
  Obligor or a Lender is required to make a payment under a Finance Document
  (other than a payment under a Hedging Document), that Obligor (subject to
  Clause 34.10 (Payments to the
  Security Agent) or Lender shall make the same available to the Agent
  (unless a contrary indication appears in a Finance Document) for value on the
  due date at the time and in such funds specified by the Agent as being
  customary at the time for settlement of transactions in the relevant currency
  in the place of payment. (b) Payment shall be made to such account in the
  principal financial centre of the country of that currency with such bank as
  the Agent specifies. 34.2 Distributions
  by the Agent Each payment received by the Agent under the Finance
  Documents for another Party shall, subject to Clause 34.3 (Distributions to an Obligor) and
  Clause 34.4 (Clawback)
  and Clause 34.10 (Payments to
  the Security Agent), be made available by the Agent as soon as
  practicable after receipt to the Party entitled to receive payment in
  accordance with this Agreement (in the case of a Lender, for the account of
  its Facility Office), to such account as that Party may notify to the Agent
  by not less than five Business Days notice with a bank in the principal
  financial centre of the country of that currency. 34.3 Distributions to an Obligor The Agent and the Security Agent may
  (with the consent of the Obligor or in accordance with Clause 35 (Set-off)) apply any amount
  received by it for that Obligor in or towards payment (on the date and in the
  currency and funds of receipt) of any amount due from that Obligor under the
  Finance Documents or in or towards the purchase of any amount of any currency
  to be so applied. 34.4 Clawback (a) Where a sum is
  to be paid to the Agent or the Security Agent under the Finance Documents for
  another Party, the Agent or, as the case may be, the Security Agent is not
  obliged to pay that sum to that other Party (or to enter into or perform any
  related exchange contract) until it has been able to establish to its
  satisfaction that it has actually received that sum. (b) if the Agent or the
  Security Agent pays an amount to another Party and it proves to be the case
  that it had not actually received that amount, then the Party to whom that
  amount (or the proceeds of any related exchange contract) was paid shall on
  demand refund the same to the Agent or, as the case may be, the Security
  Agent together with interest on that amount from the date of payment to the
  date of receipt by the Agent or, as the case may be, the Security Agent,
  calculated by it to reflect its cost of funds. 120


34.5 Partial payments and prepayments (a)
  If the Agent receives a payment that is insufficient to discharge all the
  amounts then due and payable by an Obligor under the Finance Documents, the
  Agent shall apply that payment towards the obligations of that Obligor under
  the Finance Documents in the following order: (i) first, in or towards payment pro
  rata of any unpaid fees, costs and expenses of the Agent and the Security
  Agent under the Finance Documents; (ii)
  secondly, in or towards payment pro rata of any unpaid fees, costs and
  expenses of the Sinosure Agent, the Arranger, the
  Account Bank or Sinosure under the Finance
  Documents and the Sinosure Insurance Policy; (iii) thirdly, in or towards payment
  pro rata of any accrued interest, fee or commission due but unpaid under this
  Agreement; (iv) fourthly, in
  or towards payment pro rata of any principal due but unpaid under this
  Agreement; and (v) fifthly, in
  or towards payment pro rata of any other sum due but unpaid under the Finance
  Documents (which for the avoidance of doubt, includes any and all amounts due
  and payable under a Hedging Document). (b) The Agent shall, if so directed by
  all Lenders, vary the order set out in paragraphs (a)(iii) to
  (v) above unless such variance would adversely affect the priority of any
  payment due but unpaid to Sinosure or, as the case
  may be, to a Hedging Bank under a Hedging Document. In such circumstances the
  Agent shall not vary the order in this Clause 34.5 without the prior written
  consent of Sinosure and, as the case may be, each
  Hedging Bank. (c) Paragraphs (a) and (b) above will override any
  appropriation made by an Obligor. 34.6 No set-off by Obligors All payments to be made by an Obligor
  under the Finance Documents shall be calculated and be made without (and free
  and clear of any deduction for) set-off or counterclaim. 34.7 Business Days (a) Any payment which
  is due to be made on a day that is not a Business Day shall be made on the
  next Business Day in the same calendar month (if there is one) or the
  preceding Business Day (if there is not). (b) During any extension of the due
  date for payment of any principal or Unpaid Sum under this Agreement interest
  is payable on the principal or Unpaid Sum at the rate payable on the original
  due date. 34.8 Currency of account
  (a) Subject to paragraphs (b) to (e) below, Dollars is the currency
  of account and payment for any sum due from an Obligor under any Finance
  Document. (b) A repayment of a Loan or Unpaid Sum or a part of a Loan or
  Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sum is
  denominated on its due date. (c) Each payment of interest shall be made in
  the currency in which the sum in respect of which the interest is payable was
  denominated when that interest accrued. 121


(d) Each
  payment in respect of costs, expenses or Taxes shall be made in the currency
  in which the costs, expenses or Taxes are incurred. (e) Any amount expressed
  to be payable in a currency other than Dollars shall be paid in that other
  currency. 34.9 Change of currency
  (a) Unless otherwise prohibited by law, if more than one currency or currency
  unit are at the same time recognised by the central
  bank of any country as the lawful currency of that country, then: (i) any reference in the Finance Documents to, and any
  obligations arising under the Finance Documents in, the currency of that
  country shall be translated into, or paid in, the currency or currency unit
  of that country designated by the Agent (after consultation with the
  Obligors); and (ii) any translation from one currency or currency unit to
  another shall be at the official rate of exchange recognised
  by the central bank for the conversion of that currency or currency unit into
  the other, rounded up or down by the Agent (acting reasonably). (b) If a
  change in any currency of a country occurs, this Agreement will, to the
  extent the Agent (acting reasonably and after consultation with the Obligors)
  specifies to be necessary, be amended to comply with any generally accepted
  conventions and market practice in the Relevant Interbank Market and
  otherwise to reflect the change in currency. 34.10 Payments to the Security Agent Notwithstanding any other
  provision of any Finance Document, at any time after any Security created by
  or pursuant to any Security Document becomes enforceable, the Security Agent
  may require: (a) any Obligor to pay all sums due under any Finance Document;
  or (b) the Agent to pay all sums received or recovered from an Obligor under
  any Finance Document, in each case as the Security Agent may direct for
  application in accordance with the terms of the Security Documents. Any
  payment made by the Security Agent to the Agent or directed by the Security
  Agent to be made to the Agent for distribution pursuant to this Clause 34
  shall discharge the obligations of the Security Agent to make payment of the
  same. 34.11 Parallel Debt (a)
  Each Obligor hereby irrevocably and unconditionally undertakes to pay to the
  Security Agent amounts equal to any amounts owing from time to time by that
  Obligor to any Secured Party under any Finance Document as and when those
  amounts are due. (b) Each Obligor and the Security Agent acknowledge that the
  obligations of each Obligor under paragraph (a) are several and are
  separate and independent from, and shall not in any way limit or affect, the
  corresponding obligations of that Obligor to any Secured Party under any
  Finance Document (its Corresponding
  Debt) nor shall the amounts for which each Obligor is liable under
  paragraph (a) (its Parallel
  Debt) be limited or affected in any way by its Corresponding Debt
  provided that: 122


(i) the Parallel Debt of each Obligor shall be decreased
  to the extent that its Corresponding Debt has been irrevocably paid or (in
  the case of guarantee obligations) discharged; and (ii) the Corresponding
  Debt of each Obligor shall be decreased to the extent that its Parallel Debt
  has been irrevocably paid or (in the case of guarantee obligations)
  discharged; and (iii) the amount of the Parallel Debt of an Obligor shall at
  all times be equal to the amount of its Corresponding Debt. (c) For the
  purpose of this Clause 34.11, the Security Agent acts in its own name and not
  as a trustee, and its claims in respect of the
  Parallel Debt shall not be held on trust. The Security granted under the
  Finance Documents to the Security Agent to secure the Parallel Debt is
  granted to the Security Agent in its capacity as creditor of the Parallel
  Debt and shall not be held on trust. (d) All monies received or recovered by
  the Security Agent pursuant to this Clause 34.11, and all amounts received or
  recovered by the Security Agent from or by the enforcement of any Security
  granted to secure the Parallel Debt, shall be applied in the order set out in
  sub-paragraphs (i) to (iv) (inclusive) of
  Clause 34.5(a) (Partial
  payments and prepayments) or in accordance with the provisions of
  Clause 34.10 (Payments to the
  Security Agent). (e) Without limiting or affecting the Security
  Agents rights against the Obligors (whether under this Clause 34.11 or under
  any other provision of the Finance Documents), each Obligor acknowledges
  that: (i) nothing in this Clause 34.11 shall impose
  any obligation on the Security Agent to advance any sum to any Obligor or
  otherwise under any Finance Document, except in its capacity as Lender; and
  (ii) for the purpose of any vote taken under any Finance Document, the
  Security Agent shall not be regarded as having any participation or
  commitment other than those which it has in its capacity as a Lender. 35. SET-OFF A Secured Party may set off
  any matured obligation due from an Obligor under the Finance Documents (to
  the extent beneficially owned by that Secured Party) against any matured
  obligation owed by that Secured Party to that Obligor, regardless of the
  place of payment, booking branch or currency of either obligation. If the
  obligations are in different currencies, the Secured Party may convert either
  obligation at a market rate of exchange in its usual course of business for
  the purpose of the set-off. For the purpose of this Clause 35, the term Secured Party includes each of the
  relevant Secured Partys Holding Companies and Subsidiaries and each
  Subsidiary of each of the relevant Secured Partys Holding Companies and each
  Affiliate of the relevant Secured Party. 123


36. NOTICES 36.1 Communications in writing Any communication to be made
  under or in connection with the Finance Documents shall be made in writing
  and, unless otherwise stated, may be made by fax or letter. 36.2 Addresses
  The address and fax number (and the department or officer, if any, for whose
  attention the communication is to be made) of each Party for any
  communication or document to be made or delivered under or in connection with
  the Finance Documents is: (a) in the case of each Obligor, that identified
  with its name below; (b) in the case of each Lender that notified in writing
  to the Agent on or prior to the date on which it becomes a Party; and (c) in
  the case of the Agent, the Sinosure Agent, the
  Security Agent, the Arranger, the Account Bank and the Original Hedging Bank,
  that identified with its name below, or any substitute address, fax number or
  department or officer as the Party may notify to the Agent (or the Agent may
  notify to the other Parties, if a change is made by the Agent) by not less
  than five Business Days notice. 36.3 Delivery
  (a) Any communication or document made or delivered by one person to another
  under or in connection with the Finance Documents will only be effective: (i) if by way of fax, when received in legible form; or
  (ii) if by way of letter, when it has been left at the relevant address or
  five Business Days after being deposited in the post postage prepaid in an
  envelope addressed to it at that address, and, if a particular department or
  officer is specified as part of its address details provided under Clause
  36.2 (Addresses), if
  addressed to that department or officer. (b) Any communication or document to
  be made or delivered to the Agent or the Security Agent will be effective
  only when actually received by the Agent and then only if it is expressly marked
  for the attention of the department or officer identified with its signature
  below (or any substitute department or officer as it shall specify for this purpose). (c) All notices (other than
  notices under the Hedging Documents) from or to an Obligor shall be sent
  through the Agent. (d) Any communication or document made or delivered to an
  Obligor in accordance with this Clause will be deemed to have been made or
  delivered to each of the Obligors. 36.4 Notification of address and fax number Promptly upon receipt of
  notification of an address and fax number or change of address or fax number
  pursuant to Clause 36.2 (Addresses) or
  changing its own address or fax number, the Agent shall notify the other
  Parties. 124


36.5 Electronic communication (a) Any
  communication to be made between the Agent and a Lender under or in
  connection with the Finance Documents may be made by electronic mail or other
  electronic means, if the Agent and the relevant Lender: (i)
  agree that, unless and until notified to the contrary, this is to be an
  accepted form of communication; (ii) 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 (iii) notify each other
  of any change to their address or any other such information supplied by
  them. (b) Any electronic communication made between the Agent and a Lender
  will be effective only when actually received in readable form and in the
  case of any electronic communication made by a Lender to the Agent only if it
  is addressed in such a manner as the Agent shall specify for this purpose.
  36.6 English language (a) Any
  notice given under or in connection with any Finance Document must be in
  English. (b) All other documents provided under or in connection with any
  Finance Document must be: (i) in English; or (ii)
  if not in English, and if so required by the Agent, accompanied by a
  certified English translation and, in this case, the English translation will
  prevail unless the document is a constitutional, statutory or other official
  document. 37. CALCULATIONS AND
  CERTIFICATES 37.1 Accounts
  In any litigation or arbitration proceedings arising out of or in connection
  with a Finance Document, the entries made in the accounts maintained by a
  Secured Party are prima facie evidence of the matters to which they relate.
  37.2 Certificates and Determinations
  Any certification or determination by a Secured Party of a rate or amount
  under any Finance Document is, in the absence of manifest error, conclusive
  evidence of the matters to which it relates. 37.3 Day count convention Any interest, commission or fee accruing
  under a Finance Document will accrue from day to day and is calculated on the
  basis of the actual number of days elapsed and a year of 360 days or, in any
  case where the practice in the Relevant Interbank Market differs, in
  accordance with that market practice. 125


38. PARTIAL INVALIDITYIf, at any
  time, any provision of the Finance Documents is or becomes illegal, invalid
  or unenforceable in any respect under any law of any jurisdiction, neither
  the legality, validity or enforceability of the remaining provisions nor the
  legality, validity or enforceability of such provision under the law of any
  other jurisdiction will in any way be affected or impaired. 39. REMEDIES AND WAIVERS No failure
  to exercise, nor any delay in exercising, on the part of any Secured Party,
  any right or remedy under the Finance Documents shall operate as a waiver,
  nor shall any single or partial exercise of any right or remedy prevent any
  further or other exercise or the exercise of any other right or remedy. The
  rights and remedies provided in this Agreement are cumulative and not
  exclusive of any rights or remedies provided by law. 40. AMENDMENTS AND WAIVERS 40.1 Required consents (a) Subject to Clause 40.2 (Exceptions) any term of the
  Finance Documents may be amended or waived only with the consent of the
  Majority Lenders and the Obligors (except in respect of the Hedging Documents
  and the Intercreditor Agreement, where the consent
  of the relevant Hedging Banks shall also be obtained) and any such amendment
  or waiver will be binding on all Parties. (b) The Agent may effect, on behalf
  of any Finance Party, any amendment or waiver permitted by this Clause. 40.2 Exceptions (a) An amendment or
  waiver that has the effect of changing or which relates to: (i) the definition of Majority Lenders in Clause 1.1 (Definitions); (ii) an extension to
  the date of payment of any amount under the Finance Documents; (iii) a
  reduction in the Margin or a reduction in the amount of any payment of
  principal, interest, fees or commission payable; (iv) an increase in or an
  extension of any Commitment; (v) a
  change to the Borrowers or the Guarantor other than in accordance with Clause
  28 (Changes to the Obligors);
  (vi) any provision which expressly requires the consent, direction or
  instruction of all the Lenders; (vii) Clause 2.6 (Secured Parties rights and obligations), Clause 22.10 (Hedging), Clause 27 (Changes to the Lenders), Clause 28
  (Changes to the Obligors), Clause
  33 (Sharing among the Secured
  Parties), Clause 34.5 (Partial
  payments and prepayments) (other than as provided in Clause 34.5) or
  this Clause 40, or clause 10 of the Intercreditor
  Agreement; (viii) the release of any Security created pursuant to any
  Security Document or of any Charged Assets (except as provided in any
  Security Document); 126


(ix) the  Sinosure Insurance Policy
  (except any amendment which is of a minor or technical nature or is made to
  correct a manifest error); (x) paragraph
  21 (Time Charterer) of
  Part II of Schedule 2 (Conditions
  Precedent to a Loan), shall not be made without the prior consent of
  all the Lenders. (b) An amendment or waiver which relates to the Intercreditor Agreement or to Clause 44 (Guarantee and indemnity) shall not be made without the prior
  consent of the Hedging Banks. (c) An amendment or waiver which relates to the
  rights or obligations of the Agent, the Security Agent, Sinosure,
  the Sinosure Agent or the Arranger may not be
  effected without the consent of the Agent, the Security Agent, Sinosure, the Sinosure Agent
  or, as the case may be the Arranger. (d) The decision of any Lender to any
  request to approve any consent, waiver, amendment or any other vote under the
  Finance Documents shall be irrevocable once delivered to the Agent. 40.3 Disenfranchisement of Defaulting Lenders
  (a) For so long as a Defaulting Lender has any Available Commitment, in
  ascertaining the Majority Lenders or whether any given percentage (including,
  for the avoidance of doubt, unanimity) of the Total Commitments has been
  obtained to approve any request for a consent, waiver, amendment or other
  vote under the Finance Documents, that Defaulting Lenders Commitments will
  be reduced by the amount of its Available Commitments. (b) For the purposes
  of this Clause 40.3, the Agent may assume that the following Lenders are
  Defaulting Lenders: (i) any Lender which has
  notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which
  it is aware that any of the events or circumstances referred to in paragraphs
  (a), (b) or (c) of the definition of Defaulting Lender has occurred, unless it has received notice
  to the contrary from the Lender concerned (together with any supporting evidence
  reasonably requested by the Agent) or the Agent is otherwise aware that the
  Lender has ceased to be a Defaulting Lender. 40.4 Replacement of a Defaulting Lender (a) The Guarantor may,
  at any time a Lender has become and continues to be a Defaulting Lender, by
  giving 15 Business Days prior written notice to the Agent and such Lender: (i) replace such Lender by requiring such Lender to (and
  such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights
  and obligations under this Agreement; (ii) require such Lender to (and such Lender shall) transfer
  pursuant to Clause 27 (Changes to the Lenders) all (and not
  part only) of the undrawn Commitment of the Lender; or (iii) require such Lender to (and
  such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights
  and obligations in respect of each Facility, 127


to a Lender or
  other bank, financial institution, trust, fund or other entity (a Replacement Lender) selected by
  the Guarantor, and which is acceptable to the Agent (acting on the
  instructions of all of the Lenders), which confirms its willingness to assume
  and does assume all the obligations or all the relevant obligations of the
  transferring Lender (including the assumption of the transferring Lenders
  participations or unfunded participations (as the case may be) on the same
  basis as the transferring Lender) for a purchase price in cash payable at the
  time of transfer equal to the outstanding principal amount of such Lenders
  participation in the outstanding Loans and all accrued interest, Break Costs
  and other amounts payable in relation thereto under the Finance Documents.
  (b) Any transfer of rights and obligations of a Defaulting Lender pursuant to
  this Clause shall be subject to the following conditions: (i) the Guarantor shall have no right to replace the Agent
  or Security Agent; (ii) neither the Agent nor the Defaulting Lender shall
  have any obligation to the Guarantor to find a Replacement Lender; (iii) the
  transfer must take place no later than 15 days after the notice referred to
  in paragraph (a) above; and (iv) in no event shall the Defaulting Lender
  be required to pay or surrender to the Replacement Lender any of the fees
  received by the Defaulting Lender pursuant to the Finance Documents. 41. COUNTERPARTS Each Finance Document
  may be executed in any number of counterparts, and
  this has the same effect as if the signatures on the counterparts were on a
  single copy of the Finance Document. 128


SECTION 12GOVERNING LAW AND ENFORCEMENT 42. GOVERNING LAW This Agreement and
  any non-contractual obligations arising out of or in connection with it is governed by English law. 43. ENFORCEMENT 43.1 Jurisdiction
  (a) The Parties irrevocably agree that any dispute arising out of or
  connected with this Agreement, including a dispute as to the validity,
  existence or termination of this Agreement or any non-contractual obligation
  arising out of or in connection with it (a Dispute), shall be resolved: (i)
  subject to sub-clause (ii) below, by proceedings brought in the courts
  of England, which courts are to have exclusive jurisdiction; or (ii) at the
  sole option of the Agent (or each Hedging Bank in respect of the Hedging
  Documents only), by arbitration in London, England, conducted in the English
  language by three arbitrators, in accordance with the LCIA
  Rules, which rules are deemed to be incorporated by reference into this
  clause, save that: (A) unless the parties agree otherwise, the third
  arbitrator, who shall act as chairman of the tribunal, shall be nominated by
  the two arbitrators nominated by or on behalf of the parties. If he is not so
  nominated within 30 days of the date of nomination of the later of the two
  party-nominated arbitrators to be nominated, he shall be chosen by the LCIA. If the Agent (or any Hedging Bank in respect of the
  Hedging Documents only) is in the position of a respondent and wishes to
  exercise this option, it must do so by notice to the other parties to the
  Dispute within 30 days of service on it of the request for arbitration; and
  (B) any provision of the LCIA Rules relating
  to the nationality of an arbitrator shall, to that extent, not apply. For the
  avoidance of doubt, sub-clause (i) above is
  for the benefit of the Secured Parties alone and shall not limit the right of
  the Secured Parties to bring proceedings in any other court of competent
  jurisdiction. (b) Each of the Parties irrevocably waives any objection which
  it might now or hereafter have to the courts of England being nominated as
  the forum to hear and determine any Dispute, and agrees not to claim that any
  such court is not a convenient or appropriate forum. 43.2 Obligors process agent Each Obligor
  irrevocably appoints Danaos Management Consultants
  (UK) Limited as the process agent (the Obligors Agent), now of 4 Staple Inn, Holborn,
  London WC1V  7QU, as its
  agent to accept service of process in England in any Dispute (whether that
  Dispute is to be resolved by arbitration or litigation), provided that: 129


(a) service
  upon the Obligors Agent shall be deemed valid service upon the relevant
  Obligor whether or not the process is forwarded to or received by that
  Obligor; (b) an Obligor shall inform all other Parties, in writing, of any
  change in the address of the Obligors Agent within 28 days of such change;
  (c) if the Obligors agent ceases to be able to act as a process agent or to
  have an address in England, each Obligor irrevocably agrees to appoint a new
  process agent in England acceptable to the other Parties to the Agreement and
  to deliver to the other Parties to the Agreement within 14 days a copy of a
  written acceptance of appointment by the new process agent; and (d) nothing
  in this Agreement shall affect the right to serve process in any other manner
  permitted by law. 43.3 Waiver of
  Consequential Damages In no event shall any Secured Party be liable on
  any theory of liability for any special, indirect, consequential or punitive
  damages and each Obligor hereby waives, releases and agrees (for itself and on
  behalf of its Subsidiaries) not to sue upon any such claim for any such
  damages, whether or not accrued and whether or not known or suspected to
  exist in its favour. 130


SECTION 13EXISTING HEDGING DOCUMENTS 44. GUARANTEE AND INDEMNITY 44.1 Guarantee and indemnity Each
  Borrower absolutely, irrevocably and unconditionally, jointly and severally:
  (a) guarantees to each Hedging Bank punctual performance by the Guarantor of all the Guarantors obligations
  under the Existing Hedging Documents; (b) undertakes with each Hedging Bank
  that whenever the Guarantor does not pay any amount when due under or in
  connection with any Existing Hedging Document, it shall immediately on demand
  pay that amount as if it was the principal obligor; and (c) agrees with each Hedging
  Bank that if any obligation guaranteed by it is or becomes unenforceable,
  invalid or illegal, it will, as an independent and primary obligation,
  indemnify that Hedging Bank immediately on demand against any Loss it incurs
  as a result of the Guarantor not paying any amount which would, but for such
  unenforceability, invalidity or illegality, or any operation of law have been
  payable by it under any Existing Hedging Document on the date when it would
  have been due. The amount payable by a Borrower under this indemnity will not
  exceed the amount it would
  have had to pay under this Clause 44 if the amount claimed had been
  recoverable on the basis of a guarantee. 44.2 Continuing guarantee This guarantee is a continuing guarantee
  and will extend to the ultimate balance of sums payable by the Guarantor
  under the Existing Hedging Documents, regardless of any intermediate payment
  or discharge in whole or in part. 44.3 Reinstatement If any discharge, release or arrangement (whether
  in respect of the obligations of the Guarantor or any security for those
  obligations or otherwise) is made by a Hedging Bank in whole or in part on
  the basis of any payment, security or other disposition which is avoided or
  must be restored in insolvency, liquidation or otherwise, without limitation,
  then the liability of each Borrower under this Clause 44 will continue or be
  reinstated as if the discharge, release or arrangement had not occurred. 44.4 Waiver of defences
  The obligations of the Borrower under this Clause 44 will not be affected by
  an act, omission, matter or thing which, but for this Clause, would reduce,
  release or prejudice any of its obligations under this Clause 44 (without limitation and whether
  or not known to it or any Hedging Bank) including: (a) any time, waiver or
  consent granted to, or composition with, any Obligor or other person; 131


(b) the release
  of any other Obligor or any other person under the terms of any composition
  or arrangement with any creditor of any member of the Group; (c) the taking,
  variation, compromise, exchange, renewal or release of, or refusal or neglect
  to perfect, take up or enforce, any rights against, or security over assets
  of, any Obligor or other person or any non-presentation or non-observance of
  any formality or other requirement in respect of any instrument or any
  failure to realise the full value of any security;
  (d) any incapacity or lack of power, authority or legal personality of or
  dissolution or change in the members or status of an Obligor or any other
  person; (e) any amendment, novation, supplement,
  extension, restatement (however fundamental and whether or not more onerous)
  or replacement of any Finance Document or any other document or security,
  including any change in the purpose of, any extension of or any increase in
  any facility or the addition of any new facility under any Finance Document or
  other document or security; (f) any unenforceability, illegality or
  invalidity of any obligation of any person under any Finance Document or any
  other document or security; or (9) any insolvency or similar proceedings. 44.5 Immediate recourse Each Borrower
  waives any right it may have of first requiring any Hedging Bank (or any
  trustee or agent on its behalf) to proceed against or enforce any other
  rights or security or claim payment from any person before claiming from that
  Borrower under this Clause 44. This waiver applies irrespective of any law or
  any provision of a Finance Document to the contrary. 44.6 Appropriations Until all amounts
  which may be or become payable by the Obligors under or in connection with
  the Finance Documents have been irrevocably paid in full, each Hedging Bank
  (or any trustee or agent on its behalf) may: (a) refrain from applying or
  enforcing any other moneys, security or rights held or received by that
  Hedging Bank (or any trustee or agent on its behalf) in respect of those amounts,
  or apply and enforce the same in such manner and order as it sees fit
  (whether against those amounts or otherwise) and that Borrower shall be
  entitled to the benefit of the same;
  and (b) hold in an interest-bearing suspense account any moneys received from
  any Borrower or on account of the Borrowers liability under this Clause 44.
  44.7 Deferral of Borrowers rights
  Until all amounts which may be or become payable by the Obligors under or in
  connection with the Finance Documents have been irrevocably paid in full and
  unless the Agent or, as the case may be, the Security Agent otherwise
  directs, no Borrower will exercise any rights which it may have by reason of
  performance by it of its obligations under the Finance Documents or by reason
  of any amount being payable or liability arising under this Clause 44: 132


(a) to be
  indemnified by an Obligor; (b) to claim or exercise any rights of
  contribution from any Obligor or any other guarantor of any Obligors
  obligations under the Finance Documents; (c) to exercise its rights of
  subrogation and reimbursement against any Obligor; (d) to claim or exercise
  any set-off or counterclaim against any Obligor or claim or prove in
  competition with the Agent or the Security Agent or any of the other Secured
  Parties in the liquidation of the Guarantor or any other Obligor or have the
  benefit of, or share in, any payment from or composition with, the Guarantor
  or any other Obligor or any other Finance Document now or hereafter held by
  any of the Secured Parties in respect of the obligations under the Finance
  Documents; (e) to bring legal or other proceedings for an order requiring any
  Obligor to make any payment, or perform any obligation, in respect of which
  any Borrower has given a guarantee, undertaking or indemnity under Clause
  44.1 (Guarantee and indemnity); and/or
  (f) to take the benefit (in whole or in part and whether by way of
  subrogation or otherwise) of any rights of the Secured Parties under the
  Finance Documents or of any other guarantee or security taken pursuant to, or
  in connection with, the Finance Documents by any Secured Party. If a Borrower
  receives any benefit, payment or distribution in relation to such rights it
  shall hold that benefit, payment or distribution to the extent necessary to
  enable all amounts which may be or become payable to the Hedging Banks by the
  Obligors under or in connection with the Finance Documents to be repaid in
  full on trust for the Secured Parties and shall promptly pay or transfer the
  same to the Agent or as the Agent may direct for application in accordance
  with Clause 34 (Payment mechanics) of
  this Agreement. 44.8 Additional
  security This guarantee is in addition to and is not in any way
  prejudiced by any other guarantee or security now or subsequently held by any
  Hedging Bank. 44.9 Limited Recourse
  Notwithstanding anything contained herein to the contrary, each Hedging Bank
  irrevocably and unconditionally agrees that: (a) its recourse under the
  guarantee provided by each Borrower pursuant to Clause 44.1 (Guarantee and indemnity), shall (subject to the terms of the Intercreditor Agreement) be limited to (i) the realisation of
  proceeds from the enforcement of any Security provided by the Borrowers under
  the Security Documents (including any proceeds thereunder
  realised in connection with such enforcement) and
  (ii) the recovery of any amounts under Clause 10 of the Intercreditor Agreement (the Collateral) and that it shall have no recourse against any
  Borrower or any of its assets (other than the Collateral) with respect to the
  obligations of the Borrower under this Clause 44; and (b) save as permitted
  under the Intercreditor Agreement, it shall not
  take any action to commence any case, proceeding, proposal or other action
  under any existing or future 133


law or in any
  jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganisation, arrangement in the nature of insolvency
  proceedings, adjustment, winding-up, liquidation, dissolution, or composition
  with respect to a Borrower or the debts of a Borrower. 44.10 Intercreditor Agreement This guarantee and
  indemnity is subject to the terms of the Intercreditor
  Agreement. This Agreement has been
  entered into on the date stated at the beginning of this Agreement. 134


SCHEDULE 1 THE ORIGINAL PARTIES PART I THE OBLIGORSName of Borrowers
  Registration number (or equivalent, if any)  Teucarrier
  (No.2) Corp. C-109523 Teucarrier
  (No.3) Corp. C-109524 Teucarrier
  (No.4) Corp. C-109525 Name of Guarantor Trade registry number (or equivalent, if any)  Danaos Corporation 16381 135


PART II ORIGINAL LENDERS AND COMMITMENTSORIGINAL LENDER
  COMMITMENT (US$) TRANCHE A TRANCHE B TRANCHE C The Export-Import Bank
  of China 47,460,000 47,460,000  47,460,000 Citibank
  N.A., London Branch 20,340,000 20,340,000  20,340,000 TOTAL 67,800,000 67,800,000  67,800,000 136


SCHEDULE 2 CONDITIONS PRECEDENT TO A LOAN PART I INITIAL
  CONDITIONS PRECEDENT1. Obligors
  (a) A copy of the constitutional documents of each Obligor. (b) A copy of a
  resolution of the board of directors of each Obligor: (i)
  approving the terms of, and the transactions contemplated by, the Finance
  Documents and Operative Documents to which it is a party and resolving that
  it execute the Finance Documents and Operative Documents to which it is a
  party; (ii) authorising a specified person or
  persons to execute the Finance Documents and Operative Documents to which it
  is a party on its behalf; and (iii) authorising a
  specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if
  relevant, any Utilisation Request) to be signed
  and/or despatched by it under or in connection with
  the Finance Documents to which it is a party. (c) A specimen of the signature
  of each person authorised by the resolution
  referred to in paragraph 1(b) above. (d) A certificate of each Obligor
  (signed by a director) confirming that borrowing or guaranteeing, as
  appropriate, the Total Commitments would not cause any borrowing,
  guaranteeing or similar limit binding on any Obligor to be exceeded. (e) A
  certificate of an authorised signatory of the
  relevant Obligor certifying that each copy document relating to it specified
  in this Part I of Schedule 2 is correct, complete and in full force and
  effect as at a date no earlier than the date of this Agreement. (f) An
  original of each of the following Finance Documents duly executed by all
  parties to it: (i) this Agreement; (ii) the Sinosure Insurance Policy. (iii) the Intercreditor
  Agreement; (iv) each Hedging Document; (v) each Share Charge; (vi) each
  Managers Undertaking; (vii) each Hedging Documents Assignment; (viii) each
  Management Agreement Assignment; and (ix) each Fee Letter, 137


togetherwith all
  notices and acknowledgements thereunder. (g) A
  certified copy of each Shipbuilding Contract executed by all parties to it.
  2. Borrower Parents A copy of
  a resolution of the board of directors of each Borrower Parent, approving the
  entry of the relevant Borrower into the terms of, and the transactions
  contemplated by, this Agreement Legal
  opinions (a) A legal opinion of Linklaters
  LLP, English law legal advisers to the Arranger, the Agent, the Original
  Hedging Bank and the Security Agent in England. (b) A legal opinion of Global
  Law Office, Chinese law legal advisers to the Sinosure
  Agent in the Peoples Republic of China. (c) A legal opinion of
  Seward & Kissel LLP, Liberian law legal
  advisers to the Arranger, the Agent, the Original Hedging Bank and the
  Security Agent in New York. (d) A legal opinion of Seward & Kissel LLP, Marshall Islands advisers to the Arranger,
  the Agent, the Original Hedging Bank and the Security Agents in New York. (e)
  A legal opinion of Pologiorgis, Troullinos &
  Mavrou Greek law legal advisers to the Arranger,
  the Agent, the Original Hedging Bank and the Security Agent in Greece. (f) If
  an Obligor is incorporated in a jurisdiction other than England and Wales, a
  legal opinion of the legal advisers to the Arranger, the Agent, the Original
  Hedging Bank and the Security Agent in the relevant jurisdiction. 3. Construction stage certificates (a)
  A certified copy of the facsimile advice from the Seller attaching the
  confirmation from the Classification Society that the steel cutting has
  commenced. (b) A certified copy of the facsimile advice from the Seller
  attaching the confirmation from the Classification Society that the first
  block of the keel has been laid. 4. No
  variations to Shipbuilding Contract Confirmation from the Borrowers
  that there have been no amendments or variations agreed to the applicable
  Shipbuilding Contract that have not been agreed in writing by the Agent and
  that no action has been taken by either the Seller or any Obligor which might
  in any way render the applicable Shipbuilding Contract inoperative or
  unenforceable, in whole or in any part 5. Other documents and evidence
  (a) Evidence that any process agent referred to in Clause 43.2 (Obligors process agent) and other
  equivalent provisions in the other Finance Documents, if not an Obligor, has
  accepted its appointment. 138


(b) A certified
  copy of any other Authorisation or other document,
  opinion or assurance which the Agent considers to be necessary or desirable
  in connection with the entry into and performance of the transactions
  contemplated by any Finance Document or for the validity and enforceability
  of any Finance Document. (c) The Original Financial Statements of the
  Guarantor. (d) Evidence that the fees, costs and expenses then due from the
  Obligors pursuant to Clause 11 (Fees)
  and Clause 16 (Costs and
  expenses) have been paid or will be paid by the first Utilisation Date. (e) Evidence that each Earnings Account
  has been opened. (f) Evidence that: (i) each
  Borrower Parent remains the legal and beneficial owners of all of the issued
  capital of the relevant Borrower; (ii) members of the Coustas
  Family remain the ultimate legal and beneficial owners of at least thirty
  three and one third per cent. (331/3%) plus one share of the Guarantor. (g)
  Original signed share certificates of the entire issued share capital of each
  Borrower. (h) Executed undated resignation letter from each director of each
  Borrower. (i) Evidence that no law or regulation
  applies to the transaction which in the judgment of the Agent would restrain,
  prevent or impose a material adverse condition on the transactions
  contemplated under the Finance Documents including evidence that there is no
  material outstanding litigation in respect of an Obligor. (j) A certificate
  from Sinosure (signed by an authorised
  officer of Sinosure) confirming that all corporate
  actions have been taken to approve the transaction to be covered by the Sinosure Insurance Policy. (k)
  Evidence that the Sinosure Premium has been paid in
  full by the Obligors. (l) Evidence that the Sinosure
  Insurance Policy is in full force and effect and will apply to any and all
  Deliveries. (m) Certified copies of each of the Existing Hedging Documents.
  (n) A certificate of each Obligor (signed by a director) certifying either
  that (i) it has not registered one or more
  establishments (as that term is defined in Part 1 of the Overseas
  Companies Regulations 2009) with the Companies Registry; or (ii) it has
  such an establishment and specifying the name and registered number under
  which it is registered with the Companies Registry. (o) Evidence satisfactory
  to the Security Agent that the due registration of the Security created under
  each Account Charge, Share Charge, each Managers Undertaking, each
  Management Agreement Assignment, and each Hedging Documents Assignment and
  that all filings, registrations, recordings and other notices deemed necessary
  by the Security Agent in order to perfect the Security created by each Share
  Charge each Managers Undertaking and each Hedging Documents Assignment have
  been effected. 139


(p) Evidence
  that the export by the Seller of the Vessel and the issuance by Sinosure of the Sinosure
  Insurance Policy for the Facility under this Agreement has been approved by
  the Ministry of Commerce of the PRC and the China
  Chamber of Commerce for Import and Export Machinery as covered by the Export
  Insurance Financing Scheme for Large-Scale Complete Equipments of the PRC. 140


PART II CONDITIONS PRECEDENT TO A LOAN 1. Sellers invoice, Receipts and Protocol of
  Delivery and Acceptance (a) Certified copy of the invoice from the
  Seller in respect of which payment of Final Instalment
  is due to the Seller from the Borrower. (b) In relation to the first Loan
  made under a Tranche, a copy of the receipt from the Seller and such other
  reasonable evidence confirming that all prior instalments
  of the Contract Price for the relevant Vessel, have been paid and that at
  least fifty per cent. (50%) of the Contract Price for the relevant Vessel has
  been paid to the Seller. (c) A copy of the Protocol of Delivery and
  Acceptance referred to in Article VII 2 of the Shipbuilding Contract, in
  form and substance satisfactory to the Agent to be duly executed by the
  relevant Borrower as buyer and the Seller as seller at Delivery of the
  Vessel. 2. Borrower confirmation
  Confirmation from the Borrower or its legal
  advisers that the conditions precedent set out in Part I of this
  Schedule 2 remain satisfied and confirmation from the Borrower that no
  further Authorisations are required. 3. No encumbrance Confirmation from the
  Borrowers that there is no Security (other than Permitted Lien) of any kind
  or permitted by any person on or relating to the relevant Vessel. 4. Vessel status Evidence that the
  Vessel: (a) is, or simultaneously with the delivery of the Vessel shall be,
  registered in the name of the relevant Borrower through the Registry under
  the laws and flag of the Flag State and confirmation from the relevant
  Borrower that the Vessel and its Earnings, Insurances and Requisition
  Compensation are free of Security (other than Permitted Lien); (b) has the
  Classification free of all recommendations and conditions of the
  Classification Society; and (c) is available to the Time Charterer for
  service under the Time Charter respectively. 5. Deletion of prior registration Evidence that any prior
  registration of the Vessel has been cancelled and that no Security (other
  than Permitted Lien) is registered against the Vessel on such register. 6. Delivery documents Confirmation
  from the relevant Borrower for each Vessel that it has received, or will
  receive, each of the following delivery documents (as referred to in Article VII
  3 of the relevant 141


Shipbuilding
  Contract), or evidence that each will be delivered to the relevant Borrower
  simultaneously with the Delivery of the Vessel: (a) the Protocol of Trials of
  the Vessel made pursuant to the Shipbuilding Contract specifications; (b) the
  Protocol of Inventory of the equipment of the Vessel pursuant to the
  Shipbuilding Contract specifications; (c) Protocol of Stores of Consumable
  Nature (if applicable under the Shipbuilding Contract); (d) Drawing and Plans
  of the Vessel pursuant to the Shipbuilding Contract specification; (e) all
  vessel certificates listed in paragraph 7 below; (f) Declaration of Warranty
  of the Seller that the Vessel is delivered free and clear of all Security,
  Tax and liabilities of the Seller to its sub-contractors and employees and
  all liabilities arising from trial runs of the Vessel and any other
  liabilities; (g) the Commercial Invoice; (h) the Bill of Sale (notarised and legalised); (i) Protocol of Deadweight Determination and Inclining
  Experiments; (j) the Non-Registration Certificate; (k) any other document
  required by the Registry in form and substance satisfactory to it; (l) any
  other certificate, drawing, plan or other document reasonably required by the
  Borrower and/or Agent for Vessel registration purposes. 7. Vessel Certificate A certified copy
  for the applicable Vessel of each of the following original or provisional
  certificates (as referred to in Article VII 3 (f) of the relevant
  Shipbuilding Contract), or evidence that each will be delivered
  simultaneously with the Delivery of the Vessel: (i)
  Classification Certificate; (ii) Safety Construction Certificate; (iii)
  Safety Equipment Certificate; (iv) Safety Radio Certificate; (v)
  International Loadline Certificate; (vi)
  International Tonnage Certificate; (vii) Builders Certificate; and (viii)
  De-ratting Exemption Certificate, with certified copies of original formal
  certificates to follow promptly where a certificate was delivered in
  provisional format. 142


8. Security Documents and Operative Documents
  (a) The: (i) Mortgage, Assignment of Earnings and
  Insurances, Account Charge and Time Charter Assignment and each duly executed
  and delivered together with any other documents, notices of assignment or
  acknowledgments required pursuant thereto; and (ii) Time Charters and
  Management Agreements, each duly executed and delivered, or to be duly
  executed and delivered simultaneously with the Delivery of the Vessel. (b) In
  relation to an Account Charge already entered into by any Borrower, sign,
  seal, execute, acknowledge, deliver, file and register all such additional
  documents, instruments, agreements, certificates, consents and assurances and
  do all such other acts and things as may be requested by law or reasonably
  requested by the Agent from time to time in order to establish, maintain,
  amend, protect or preserve the rights of a Finance Party under such Account
  Charge or to enable the same to obtain the full benefits of such Account
  Charge. (c) Evidence satisfactory to the Security Agent that the due
  registration of the Security created under the Assignment of Earnings and
  Insurances and Time Charter Assignments and that all filings, registrations,
  recordings and other notices deemed necessary by the Security Agent in order
  to perfect the Security created by the Assignment of Earnings and Insurances
  and Time Charter Assignments have been effected. (d) Evidence satisfactory to
  the Lenders that the relevant Vessel has been delivered and/or accepted
  under, in accordance with and for the purposes of the Time Charter relating
  to that Vessel. 9. Hedging
  Arrangements If applicable, any Hedging Documents, duly executed. 10. Mortgage registration Evidence that
  the relevant Mortgage has been (or will be simultaneously with the delivery
  of the Vessel) registered against the Vessel through the Registry under the
  laws and flag of the Flag State. 11.
  Insurances Evidence that the relevant Vessel is (or will be
  simultaneously with the Delivery of the Vessel) insured in accordance with
  the provisions of the Finance Documents and that all requirements of the
  Finance Documents in respect of such insurance have been complied with
  (including, without limitation, (A) confirmation from the P&I Club or other insurer with which the relevant
  Vessel is, or is to be, entered for insurance or insured against protection
  and indemnity risks (including oil pollution risks) that any necessary
  declarations required by the association or insurer for the removal of any
  oil pollution exclusion have been made and that any such exclusion does not
  apply to the relevant Vessel and (B) receipt by the Agent of pro-forma
  letters of undertaking from the brokers and the relevant protection and
  indemnity or war risks association in such form as the Agent may reasonably
  require. 143


12. Managers confirmation  Confirmation from the Manager in writing that, to the
  best of its knowledge, information and belief, the representations and
  warranties set out in Clause 19.1(p) (Environmental releases) are true and correct. 13. ISM Code and ISPS Code compliance
  (a) Evidence that the Manager has applied to the appropriate regulatory
  agency for a DOC for itself and a SMC for the Vessel to be issued pursuant to
  the ISM Code within any time limit required or recommended by such regulatory
  agency and, if available, copies of such certificates. (b) Evidence that the
  Manager has applied for and/or obtained an international ship security
  certificate (ISSC) in respect of each Vessel under
  the provisions of the ISPS Code. 14.
  Asset Cover Requirement and valuation  (a) Evidence
  that the minimum Asset Cover Ratio has been met. (b) A Valuation in relation
  to the Vessel. 15. Consents and
  approvals All permissions and approvals, if any, required by the
  Borrowers and/or the Time Charterers with regard to the operation of the
  Vessel. 16. Export licence A copy, certified as true, complete and up
  to date by an officer of the Borrower, of the Certificate of Export Report in
  respect of the Vessel, filed or to be filed by the Seller with the relevant
  agency in the Peoples Republic of China 17. Corporate Authorisations Copies of the
  resolutions of the Borrowers directors and the shareholders (where
  applicable) evidencing authorisation of the
  acceptance of the delivery of the Vessel and authorisation
  and approval of the Finance Documents and Operative Documents to be executed
  upon or in relation to the delivery of the Vessel and the transactions
  contemplated therein and any other documents issued or to be issued pursuant
  thereto and authorising its appropriate officer or
  other representative to execute the same on its behalf certified in the
  manner referred to in Part I of this Schedule 2 (or other evidence of
  such authorisations, approval and/or ratification)
  together with originals or certified copies of any power of attorney issued
  pursuant to the said resolutions. 18 Legal
  Opinions (a) A legal opinion of Linklaters
  LLP, English law legal advisers to the Arranger, the Agent, the Original
  Hedging Bank and the Security Agent in England. 144


(b) A legal
  opinion of Global Law Office, Chinese law legal advisers to the Sinosure Agent in the Peoples Republic of China. (c) A
  legal opinion of Seward & Kissel LLP,
  Liberian law legal advisers to the Arranger, the Agent, the Original Hedging
  Bank and the Security Agent in New York. (d) A legal opinion of
  Seward & Kissel LLP, Marshall Islands
  legal advisers to the Arranger, the Agent, the Original Hedging Bank and the
  Security Agent in New York. (e) A legal opinion of MCConsult,
  Maltese law legal advisers to the Arranger, the Agent and the Security Agent
  in Malta. (f) If an Obligor is incorporated in a jurisdiction other than
  England and Wales, a legal opinion of the legal advisers to the Arranger, the
  Agent and the Security Agent in the relevant jurisdiction. 19. No Default Confirmation from the
  Borrower that no Default or Event of Default has occurred or is continuing
  under any Finance Document and that no default or event of default, howsoever
  described, has occurred or is continuing under any Operative Document. 20. Material adverse change and litigation
  There has been: (a) no Material Adverse Effect; or (b) no litigation,
  arbitration or administrative proceedings of or before any court, arbitral
  body or agency (including but not limited to investigative proceedings)
  which, if adversely determined, would have a Material Adverse Effect. 21. Time Charterer Evidence satisfactory
  to the Lenders that the relevant Time Charter remains in full force and
  effect. 22. Other conditions
  Such other conditions as the Agent may reasonably require to evidence, based
  on the legal advice received from the legal advisers referred to herein, the
  legality, validity and/or enforceability of the obligations of each Party
  under the Finance Documents and the Operative Documents. 145


PART IIICONDITIONS SUBSEQUENT Each Borrower
  shall separately fulfil the conditions set out in
  Part 111 of Schedule 2 (Conditions
  Subsequent) on the Delivery of each Vessel. 1. Protocol of Delivery and Acceptance An original Protocol of
  Delivery and Acceptance, referred to in Part III(b) of
  Schedule 2, duly executed by the relevant Borrower as buyer and the Seller as
  seller of the Vessel. 2. Vessel
  status Evidence (to the extent this evidence has not already been
  provided pursuant to Part II 4(a) of Schedule 2) that: (a) the relevant
  Vessel is registered in the name of the relevant Borrower through the
  Registry under the laws and flag of the Flag State; (b) has the
  Classification free of all qualifications, requirements and recommendations
  of the Classification Society; and (c) is available to the Time Charterer for
  service under the Time Charter. 3. Delivery
  documents Confirmation from the relevant Borrower that each of the
  Delivery documents listed at Part II 6(a) - (I) inclusive of
  Schedule 2 has been received. 4.
  Vessel Certificates Certified copies of each of the Vessel
  Certificates listed at Part II 7(i) -
  (viii) inclusive of Schedule 2. 5. Security Documents and Operative Documents The Mortgage,
  Assignment of Earnings and Insurances, Time Charter Assignment, Managers
  Undertaking, Time Charters and Management Agreements, each duly executed and
  delivered (to the extent these have not already been provided pursuant to
  Part II 8 (a) and (b) of Schedule 2). 6. Registration of Mortgage Evidence
  that the Mortgage has been registered against the Vessel through the
  Registry. 7. Insurance
  Evidence that the Vessel is insured in accordance with the provisions of the
  Finance Documents (to the extent this evidence has not already been provided
  pursuant to Part II 11 of Schedule 2). 8. Certificate of Export Report A certified copy of the
  Certificate of Export Report filed by the Seller with the relevant agency in
  the Peoples Republic of China (to the extent this has not already been
  provided pursuant to Part III 16 of Schedule 2). 146


9. Legal opinionsEach of the
  legal opinions issued pursuant to Part III 18 of Schedule 2. 10. Contract Price Evidence from the
  Seller that Contract Price and any other amount under the relevant
  Shipbuilding Contract has been paid in full by the relevant Borrower. 147


SCHEDULE 3 REQUESTSUTILISATION REQUEST From: [Name of relevant
  Borrower] To: Citibank International plc Dated: Dear Sirs Teucarrier (No.2) Corp., Teucarrier (No.3) Corp. and Teucarrier (No.4) Corp.  US$203,400,000 Facility Agreement dated
  February 2011 (the Agreement) 1. We refer to the Agreement.
  This is a  Utilisation
  Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in
  this Utilisation Request. 2. We wish to borrow a
  Loan on the following terms: Proposed Utilisation
  Date: Tranche A, Tranche B or Tranche C to be utilised:
  Amount: [ ] or, if that is not a Business Day, the next Business Day)
  [ ] [ ] or, if less, the Available Facility for the above mentioned
  Tranche Interest Period: 6 (six) months (subject to Clause 9 (Interest Periods)) 3. We confirm
  that each condition specified in Clause 4.4 (Further conditions precedent) is satisfied on the date of
  this Utilisation Request. 4. The proceeds of this
  Loan should be remitted [to a non-interest bearing suspense account of the
  Security Agent to be held to the order of the Security Agent, for further
  credit to a Borrower for the purposes of re-financing instalments
  of the Contract Price paid to date, subject to the conditions set out in
  Clause 4.2(c)(ii)] [to the Sellers Bank for the purpose of financing the
  Final Instalment, subject to the irrevocable
  payment instructions substantially in the form set out in Clause 4.2(d)]. 5.
  This Utilisation Request is irrevocable. Yours
  faithfully authorised signatory for [name of
  relevant Borrower] 148


SCHEDULE 4 MANDATORY COST FORMULA1. The Mandatory Cost is an addition to the interest rate to
  compensate Lenders for the cost of compliance with (a) the requirements
  of the Bank of England and/or the Financial Services Authority (or, in either
  case, any other authority which replaces all or any of its functions) or
  (b) the requirements of the European Central Bank. 2. On the first day
  of each Interest Period (or as soon as possible thereafter) the Agent shall
  calculate, as a percentage rate, a rate (the Additional Cost Rate) for each Lender, in accordance with the paragraphs set out below. The Mandatory
  Cost will be calculated by the Agent as a weighted average of the Lenders
  Additional Cost Rates (weighted in proportion to the percentage participation
  of each Lender in the relevant Loan) and will be expressed as a percentage
  rate per annum. 3. The Additional Cost Rate for any Lender lending from a
  Facility Office in a Participating Member State will be the percentage
  notified by that Lender to the Agent. This percentage will be certified by
  that Lender in its notice to the Agent to be its reasonable determination of
  the cost (expressed as a percentage of that Lenders participation in all
  Loans made from that Facility Office) of complying with the minimum reserve
  requirements of the European Central Bank in respect of loans made from that
  Facility Office. 4. The Additional
  Cost Rate for any Lender lending from a Facility Office in the United Kingdom
  will be calculated by the Agent as follows: E x 0.01 per cent. per annum. Where: 300 E is designed to compensate Lenders
  for amounts payable under the Fees Rules and is calculated by the Agent
  as being the average of the most recent rates of charge supplied by the
  Reference Banks to the Agent pursuant to paragraph 7 below and expressed in
  pounds per £1,000,000. 5. For
  the purposes of this Schedule: (a)
  Fees Rules means the rules on periodic fees contained in the
  Financial Services Authority Fees Manual or such other law or regulation as
  may be in force from time to time in respect of the payment of fees for the
  acceptance of deposits; (b) Fee
  Tariffs means the fee tariffs specified in the Fees Rules under
  the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero
  rated fee required pursuant to the Fees Rules but taking into account
  any applicable discount rate); and (c)
  Tariff Base has the meaning given to it in, and will be calculated
  in accordance with, the Fees Rules. 149


6. The
  resulting figure shall be rounded to four decimal places. 7. If requested by
  the Agent, each Reference Bank shall, as soon as practicable after
  publication by the Financial Services Authority, supply to the Agent, the
  rate of charge payable by that Reference Bank to the Financial Services
  Authority pursuant to the Fees Rules in respect of the relevant
  financial year of the Financial Services Authority (calculated for this
  purpose by that Reference Bank as being the average of the Fee Tariffs
  applicable to that Reference Bank for that financial year) and expressed in
  pounds per £1,000,000 of the Tariff Base of that Reference Bank. 8. Each
  Lender shall supply any information required by the Agent for the purpose of
  calculating its Additional Cost Rate. In particular, but without limitation,
  each Lender shall supply the following information on or prior to the date on
  which it becomes a Lender: (a) the jurisdiction of its Facility Office; and
  (b) any other information that the Agent may reasonably require for such
  purpose. Each Lender shall promptly notify the Agent of any change to the
  information provided by it pursuant to this paragraph. 9. The rates of charge
  of each Reference Bank for the purpose of E above shall be determined by the
  Agent based upon the information supplied to it pursuant to paragraph 7 and 8
  above. 10. The Agent shall have no liability to any person if such
  determination results in an Additional Cost Rate which over or under
  compensates any Lender and shall be entitled to assume that the information
  provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8
  above is true and correct in all respects. 11. The Agent shall distribute the
  additional amounts received as a result of the Mandatory Cost to the Lenders
  on the basis of the Additional Cost Rate for each Lender based on the
  information provided by each Lender and each Reference Bank pursuant to
  paragraphs 3, 7 and 8 above. 12. Any determination by the Agent pursuant to
  this Schedule in relation to a formula, the Mandatory Cost, an Additional
  Cost Rate or any amount payable to a Lender shall, in the absence of manifest
  error, be conclusive and binding on all Parties. 13. The Agent may from time
  to time, after consultation with the Obligors, determine and notify to all
  Parties any amendments which are required to be made to this Schedule in
  order to comply with any change in law, regulation or any requirements from
  time to time imposed by the Bank of England, the Financial Services Authority
  or the European Central Bank (or, in any case, any other authority which
  replaces all or any of its functions) and any such determination shall, in
  the absence of manifest error, be conclusive and binding on all Parties. 150


SCHEDULE 5 FORM OF TRANSFER CERTIFICATE AND ACCESSION LETTERPART I
  FORM OF TRANSFER CERTIFICATE To: Citibank International plc as
  Agent for the Finance Parties, the Hedging Banks and the Obligors From: [ ]
  (the Existing Lender) and [ ] (the New Lender) Dated: TEUCARRIER (NO.2) CORP., TEUCARRIER (NO.3) CORP. and TEUCARRIER (NO.4) CORP. as
  Borrowers US$203,400,000 Facility Agreement dated
  February 2011 (the Agreement) 1. We refer to the Agreement.
  This is a Transfer Certificate. Terms defined in the Agreement have the same
  meaning in this Transfer Certificate unless given a different meaning in this
  Transfer Certificate. 2. We refer to Clause 27.5 (Procedure for transfer): (a) The Existing Lender, the Finance Parties, the Obligors and
  the New Lender agree to the Existing Lender transferring to the New Lender by
  novation all or part of the Existing Lenders
  Commitment, rights and obligations referred to in the Schedule in accordance
  with Clause 27.5 (Procedure for
  transfer). (b) The proposed Transfer Date is [ ]. (c) The Facility
  Office and address, fax number and attention details for notices of the New
  Lender for the purposes of Clause 36.2 (Addresses)
  are set out in the Schedule. (d) The New Lender agrees to be bound by
  the terms of the Intercreditor Agreement as a
  [Lender]. 3. The New Lender expressly acknowledges the limitations on the
  Existing Lenders obligations set out in paragraph (c) of Clause 27.4 (Limitation of responsibility of Existing Lenders). 4. [The New
  Lender confirms that the person beneficially entitled to interest payable to
  that Lender in respect of an advance under a Finance Document is either: (a)
  a company resident in the United Kingdom for United Kingdom tax purposes; (b)
  a partnership each member of which is: (i) a
  company so resident in the United Kingdom; or (ii) a company not so resident
  in the United Kingdom which carries on a trade in the United Kingdom through
  a permanent establishment and which brings into account in computing its
  chargeable profits (for the purposes of section 11(2) of the Taxes Act)
  the whole of any share of interest payable in respect of that advance that
  falls to it by reason of sections 114 and 115 of the Taxes Act. 151


5. This
  Transfer Certificate may be executed in any number of counterparts and this
  has the same effect as if the signatures on the counterparts were on a single
  copy of this Transfer Certificate. 6. This Transfer Certificate is governed
  by English law. 152


THE SCHEDULE Commitment/rights and obligations to be transferred[insert relevant details] [Facility Office address, fax number
  and attention details for notices and account details for payments.]
  [Existing Lender] [New Lender] By By: This Transfer
  Certificate is accepted by the Agent and the Transfer Date is confirmed as [
  ]. Citibank International plc By: 153


PART II FORM OF ACCESSION LETTERTo: Citibank International plc, London Branch From: [ ] Dated: TEUCARRIER (NO.2) CORP., TEUCARRIER (NO.3) CORP. and TEUCARRIER (NO.4) CORP. as
  Borrowers Loan Agreement dated February 2011 (the Agreement) 1.
  We refer to the Agreement. This is an Accession Letter. Terms defined in the
  Agreement have the same meaning in this Accession Letter unless given a
  different meaning in this Accession Letter. 2. [ ] agrees to be bound by the
  terms of the Agreement as Additional Arranger. 3. [Additional Arranger]
  confirms to the Agent (on behalf of the Lenders) that it: (i) has made (and shall continue to make) its own
  independent investigation and assessment of the financial condition and
  affairs of each Obligor and its related entities and Sinosure
  in connection with its participation in this Agreement and has not relied
  exclusively on any information provided to it by the Existing Lender in
  connection with any Finance Document or the Sinosure
  Insurance Policy; and (ix) will continue to make its own independent
  appraisal of the creditworthiness of each Obligor and its related entities
  and Sinosure whilst any amount is or may be
  outstanding under the Finance Documents or any Commitment is in force. 4. [ ]s
  administrative details are as follows: Address: [ ] Fax No.: [ ] Attention: [
  ] 5. This Accession Letter is governed by English law. By: Yours faithfully [
  ] This Accession Letter is accepted by the Agent. [Agent] Date: By: 154


SCHEDULE 6FACILITY LOAN
  REPAYMENT PART I REPAYMENT
  OF TRANCHE A Repayment of Tranche A  Instalment No. Balance Principal Amount US$ US$ 1
  3,390,000 2 64,410,000 3,390,000 3 61,020,000 3,390,000 4 57,630,000
  3,390,000 5 54,240,000 3,390,000 6 50,850,000 3,390,000 7 47,460,000
  3,390,000 8 44,070,000 3,390,000 9 40,680,000 3,390,000 10 37,290,000
  3,390,000 11 33,900,000 3,390,000 12 30,510,000 3,390,000 13 27,120,000
  3,390,000 14 23,730,000 3,390,000 15 20,340,000 3,390,000 16 16,950,000
  3,390,000 17 13,560,000 3,390,000 18 10,170,000 3,390,000 19 6,780,000 3,390,000
  20 3,390,000 3,390,000 155


PART II REPAYMENT
  OF TRANCHE B Repayment of Tranche B Instalment No.
  Balance Principal Amount US$ US$ 1 3,390,000 2 64,410,000 3,390,000 3
  61,020,000 3,390,000 4 57,630,000 3,390,000 5 54,240,000 3,390,000 6 50,850,000
  3,390,000 7 47,460,000 3,390,000 8 44,070,000 3,390,000 9 40,680,000
  3,390,000 10 37,290,000 3,390,000 11 33,900,000
  3,390,000 12 30,510,000 3,390,000 13 27,120,000 3,390,000 14 23,730,000
  3,390,000 15 20,340,000 3,390,000 16 16,950,000 3,390,000 17 13,560,000
  3,390,000 18 10,170,000 3,390,000 19 6,780,000 3,390,000 20 3,390,000 3,390,000 156


PART III REPAYMENT OF TRANCHE C Repayment of Tranche CInstalment No. Balance Principal
  Amount US$ US$ 1 3,390,000 2 64,410,000 3,390,000 3 61,020,000 3,390,000 4
  57,630,000 3,390,000 5 54,240,000 3,390,000 6 50,850,000 3,390,000 7
  47,460,000 3,390,000 8 44,070,000 3,390,000 9 40,680,000 3,390,000 10
  37,290,000 3,390,000 11 33,900,000 3,390,000 12 30,510,000 3,390,000 13
  27,120,000 3,390,000 14 23,730,000 3,390,000 15 20,340,000 3,390,000 16
  16,950,000 3,390,000 17 13,560,000 3,390,000 18 10,170,000 3,390,000 19
  6,780,000 3,390,000 20 3,390,000 3,390,000 157


SCHEDULE 7 SECURITY AGENCY PROVISIONS1. Definitions
  In this Schedule: Security Property means all right, title and interest in,
  to and under the lntercreditor Deed and any
  Security Document, including: (a) the Charged Assets; (b) the benefit of the
  undertakings in any Security Document; and (c) all sums received or recovered
  by the Security Agent pursuant to any Security Document and any assets
  representing the same. 2. Declaration
  of trust (a) The Security Agent and each other Secured Party agree
  that the Security Agent shall hold the Security Property in trust for the
  benefit of the Secured Parties on the terms of the Finance Documents. (b)
  Subject to paragraph (c) below, paragraph (a) above shall not apply
  to any Security Document which is expressed to be governed by any law other
  than English or Greek or any other law from time to time designated by the
  Security Agent and an Obligor or any Security Property arising under any such
  Security Document. (c) Paragraph (b) above shall not affect or limit
  paragraph (d) of Clause 34.11 (Parallel
  Debt) nor the application of the provisions of this Schedule 7 with
  respect to any Security Document which is expressed to be or is construed to
  be governed by any law other than English or Greek law or any other law from
  time to time designated by the Security Agent and an Obligor or any Security
  Property arising under any such Security Document. 3. Defects in Security The Security Agent shall not be liable for
  any failure or omission to perfect, or defect in perfecting, the Security
  created pursuant to any Security Document, including: (a) failure to obtain
  any Authorisation for the execution, validity,
  enforceability or admissibility in evidence of any Security Document; or (b)
  failure to effect or procure registration of or otherwise protect or perfect
  any of the Security created by the Security Documents under any laws in any
  territory. 158


4. No enquiry The Security Agent may
  accept without enquiry, requisition, objection or investigation such title as
  any Obligor may have to any Charged Assets. 5. Retention of documents The Security Agent may hold title deeds and
  other documents relating to any of the Charged Assets in such manner as it
  sees fit (including allowing any Obligor to retain them). 6. Indemnity out of Security Property
  The Security Agent and every receiver, delegate, attorney, agent or other
  similar person appointed under any Security Document may indemnify itself out
  of the Security Property against any cost, loss or liability incurred by it
  in that capacity (otherwise than by reason of its own gross negligence, fraud
  or wilful misconduct). 7. Basis of distribution To enable it to make any distribution, the
  Security Agent may fix a date as at which the amount of the Liabilities is to
  be calculated and may require, and rely on, a certificate from any Secured
  Party giving details of: (a) any sums due or owing to any Secured Party as at
  that date; and (b) such other matters as it thinks fit. 8. Rights of Security Agent The
  Security Agent shall have all the rights, privileges and immunities which
  gratuitous trustees have or may have in England, even though it is entitled
  to remuneration. 9. No duty to
  collect payments The Security Agent shall not have any duty: (a) to
  ensure that any payment or other financial benefit in respect of any of the
  Charged Assets is duly and punctually paid, received or collected; or (b) to
  ensure the taking up of any (or any offer of any) stocks, shares, rights,
  moneys or other property accruing or offered at any time by way of interest,
  dividend, redemption, bonus, rights, preference, option, warrant or otherwise
  in respect of any of the Charged Assets. 159


10. Duration of Trust The trusts created
  by the Finance Documents shall remain in full force and effect from the date
  of this Agreement until receipt by the Security Agent of written confirmation
  that all liabilities have been paid, repaid, satisfied, performed and
  discharged in full. 11. Appropriation
  (a) Each Party irrevocably waives any right to appropriate any payment to, or
  other sum received, recovered or held by, the Security Agent in or towards
  payment of any particular part of the Liabilities and agrees that the
  Security Agent shall have the exclusive right to do so. (b) Paragraph
  (a) above will override any application made or purported to be made by
  any other person. 12. Investments All money received or held by the Security
  Agent under the Finance Documents may, in the name of, or under the control
  of, the Security Agent: (a) be invested in any investment it may select,
  provided that the Security Agent shall not be liable to any person for any
  loss occasioned by any such investment; or (b) be deposited at such bank or
  institution (including itself, any other Secured Party or any Affiliate of
  any Secured Party) as it thinks fit. 13. Suspense account Subject to paragraph 14 (Timing of Distributions) below the Security Agent may: (a)
  hold in an interest bearing suspense account any money received by it from
  any Obligor; and (b) invest an amount equal to the balance from time to time
  standing to the credit of that suspense account in any of the investments authorised by paragraph 12 (Investments) above. 14. Timing of Distributions  Distributions
  by the Security Agent shall be made as and when determined by it. 15. Delegation (a) The Security Agent
  may: (i) employ and pay an agent selected by it to
  transact or conduct any business and to do all acts required to be done by it
  (including the receipt and payment of money); 160


(ii) delegate
  to any person on any terms (including power to sub-delegate) all or any of
  its functions; and (iii) with the prior consent of the Majority Lenders and
  the Hedging Banks, appoint, on such terms as it may determine, or remove, any
  person to act either as separate or joint security agent with those rights
  and obligations vested in the Security Agent by this Agreement or any
  Security Document. (b) The Security Agent will not be: (i)
  responsible to anyone for any misconduct or omission by any agent, person or
  security agent appointed by it pursuant to paragraph (a) above; or (ii)
  bound to supervise the proceedings or acts of any such agent, person or
  security agent, provided that it exercises reasonable care in selecting that
  agent, person or security agent. 16.
  Unwinding Any appropriation or distribution which later transpires to
  have been or is agreed by the Security Agent to have been invalid or which
  has to be refunded shall be refunded and shall be deemed never to have been
  made. 17. Disapplication
  Section 1 of the Trustee Act 2000 shall not apply to the duties and
  powers of the Security Agent in relation to the trusts constituted by any Finance
  Document save to the extent required by law. Where there are inconsistencies
  between the Trustee Act 1925 and the Trustee Act 2000 and the express
  provisions of any such Finance Document, the provisions of such Finance
  Document shall, to the extent allowed by law, prevail and, in the case of any
  such inconsistency with the Trustee Act 2000, the provisions of such Finance
  Document shall constitute a restriction or exclusion for the purposes of that
  Act. 18. Lenders The Security
  Agent shall be entitled to assume that each Lender is a Lender unless
  notified by the Agent to the contrary. 19. Majority Lender instructions Subject to paragraph 22 below,
  the Security Agent shall be entitled to assume any instructions purported to
  be given to it by the Majority Lenders are from the Majority Lenders and it
  shall have no liability for so assuming. 20. Hedging Banks The Security Agent shall be entitled to assume
  that each Hedging Bank is a Hedging Bank unless notified by the Agent to the
  contrary. 161


21. Majority
  Hedging Bank instructions Subject to paragraph 22 below, the Security Agent
  shall be entitled to assume any instructions purported to be given to it by
  the Majority Hedging Banks are from the Majority Hedging Banks and it shall
  have no liability for so assuming. 22. Security Agent Liability Unless the
  Security Agent is satisfied that it will not incur any liability (whether
  environmental or otherwise) arising from it enforcing the Security, or is
  indemnified and/or secured to its satisfaction in respect of any such
  liability, it will not enforce the Security when required to do so by the
  Agent. 23. Possession If the Security Agent or any receiver, agent or
  delegate appointed by the Security Agent takes possession of the Charged
  Assets, it or he may at any time relinquish possession. The Security Agent
  shall not be liable as a mortgagee in possession by reason of viewing or
  repairing any of the present or future Charged Assets. Notwithstanding any
  other provision of this Agreement or any of the Security Documents, the
  Security Agent shall not have any power to remediate contamination of the
  Environment. 24. Insurance The Security Agent shall have no duty to insure or
  keep on foot any insurance policy relating to the Charged Assets. 25.
  Default/Event of Default The Security Agent shall be entitled to rely and act
  upon, in each case without liability, any notice from the Agent that an Event
  of Default or Default has or has not occurred and has no obligation to
  monitor whether such is the case but shall assume until it has notice of an
  Event of Default or Default from the Agent that none has occurred. 162