Exhibit 4.17  Date 2 February 2009   DANAOS CORPORATION as Borrower   - and -   THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1, Part A as Lenders   - and -   THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1, Part B as Swap Banks   - and -   DEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT as Agent and Security Trustee   
  LOAN AGREEMENT 
  relating to a secured term loan facility
of up to US$299,000,000 to provide pre and post-delivery finance
for the acquisition of five container carrier newbuildings having Builders Hull Nos. HN 215, HN 220, HN 223 from Hanjin Heavy Industries &
Construction Co. Ltd., Hull No. 1698 from Samsung Heavy Industries Co. Ltd. and Hull No. Z00001
from Shanghai Jiangnan Changxing Heavy Industry Co. Limited   WATSON FARLEY & WILLIAMS Piraeus


INDEX  Clause
  
  
  
  Page1
  
  INTERPRETATION
  
  12
  
  FACILITY
  
  203
  
  POSITION OF THE LENDERS, THE SWAP
  BANKS AND THE MAJORITY LENDERS
  
  224
  
  DRAWDOWN
  
  235
  
  INTEREST
  
  246
  
  INTEREST PERIODS
  
  267
  
  DEFAULT INTEREST
  
  278
  
  REPAYMENT AND PREPAYMENT
  
  289
  
  CONDITIONS PRECEDENT
  
  3010
  
  REPRESENTATIONS AND WARRANTIES
  
  3111
  
  GENERAL UNDERTAKINGS
  
  3312
  
  CORPORATE UNDERTAKINGS
  
  3713
  
  INSURANCE
  
  3914
  
  SHIP COVENANTS
  
  4415
  
  SECURITY COVER
  
  4716
  
  PAYMENTS AND CALCULATIONS
  
  4917
  
  APPLICATION OF RECEIPTS
  
  5118
  
  APPLICATION OF EARNINGS
  
  5219
  
  EVENTS OF DEFAULT
  
  5220
  
  FEES AND EXPENSES
  
  5721
  
  INDEMNITIES
  
  5822
  
  NO SET-OFF OR TAX DEDUCTION
  
  6023
  
  ILLEGALITY, ETC
  
  6024
  
  INCREASED COSTS
  
  6125
  
  SET-OFF
  
  6226
  
  TRANSFERS AND CHANGES IN LENDING
  OFFICES
  
  63


27
  
  VARIATIONS AND WAIVERS
  
  6628
  
  NOTICES
  
  6729
  
  SUPPLEMENTAL
  
  6830
  
  LAW AND JURISDICTION
  
  68SCHEDULE 1
  
  70SCHEDULE 2 DRAWDOWN NOTICE
  
  71SCHEDULE 3 CONDITION PRECEDENT
  DOCUMENTS
  
  72SCHEDULE 4 AMOUNT OF ADVANCES
  
  76SCHEDULE 5 TRANSFER CERTIFICATE
  
  79SCHEDULE 6 FORM OF
  COMPLIANCE CERTIFICATE
  
  83SCHEDULE 7 MANDATORY COST FORMULA
  
  85SCHEDULE 8 DESIGNATION NOTICE
  
  87EXECUTION PAGE
  
  88


THIS LOAN AGREEMENTis made on February 2009  BETWEEN:  (1)DANAOS CORPORATIONbeing a corporation domesticated and
existing under the laws of the Republic of the Marshall Islands whose
registered office is at Trust Company House, Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro, the Marshall Islands as Borrower.  (2)THE BANKS AND FINANCIAL
INSTITUTIONSlisted in Schedule 1, Part A, as Lenders.  (3)THE BANKS AND FINANCIAL
INSTITUTIONSlisted in Schedule 1, Part B, asSwap Banks.  (4)DEUTSCHE SCHIFFSBANK
AKTIENGESELLSCHAFT,Bremen
and Hamburg, acting through its
office at Domshof 17, D-28195 Bremen, Federal Republic of Germany asAgentand Security Trustee.  WHEREAS  (A)The Lenders
have agreed to make available to the Borrower a secured term loan facility of
up to the lesser of (a) US$299,000,000 and (b) 70 per cent. of the aggregate
Delivered Costs of the Ships for the purpose of part-financing the Delivered
Costs of each Ship. The facility shall be divided into five Tranches - each of
Tranche A, B and E shall be made available in up to four Advances and each of
Tranche C and D shall be available in up to five Advances.  (B)The
Borrower may, if it wishes, from time to time hedge its exposure under this
Agreement to interest rate fluctuations by entering into interest rate swap
transactions with the Swap Banks.  (C)The Lenders
and the Swap Banks have agreed to share pari passu in the security to be
granted to the Security Trustee pursuant to this Agreement.  IT IS AGREEDas follows:  1INTERPRETATION  1.1Definitions.Subject to Clause 1.5, in this Agreement:  Account Bank  means Credit Suisse acting through its office
at St. Alban-Graben, 103 P.O. Box, CH-4002, Basel, Switzerland;  Advance 
means the principal amount of each borrowing by the Borrower under this
Agreement;  Affected Lender
has the meaning given in Clause 5.2 or, as the context may require, Clause 5.7;  Agency and Trust Agreement  means the agency and trust agreement executed
or to be executed between the Borrower, the Lenders, the Swap Banks, the Agent
and the Security Trustee in such form as the Lenders may approve or require;  Agent  means Deutsche Schiffsbank
Aktiengesellschaft, in its capacity as agent for the Lenders under the Finance
Documents, or any successor of it in such capacity appointed under clause 5 of
the Agency and Trust Agreement;


Applicable  Accounts
means, in relation to a Compliance Date or an accounting period, the
consolidated balance sheets and related consolidated statements of stockholders
equity, income and cash flows, together with related notes, of the Borrowers
Group set out in the annual financial statements or semi-annual financial
statements of the Borrowers Group prepared as of the Compliance Date or, as
the case may be, the last day of the accounting period in question (and which
the Borrower is obliged to deliver to the Agent pursuant to Clause 11.6 and
which accounts are to be prepared in accordance with Clause 11.7);  Approved Broker  means each of Ingenieurbuero Weselmann of
Hamburg, Braemar Seascope Ltd., Howe Robinson & Co. Ltd., H. Clarkson &
Company Limited, R.S. Platou AS, Simpson Spence & Young, Maersk Broker
K/S and any other independent sale and purchase shipbroker as may be approved
by the Agent from time to time;  Approved Flag  means
the Maltese flag, the Cypriot flag, the Greek flag or such other flag as the
Lenders may, in their absolute discretion, approve as the flag on which a Ship
shall be registered;  Approved Flag State 
means Malta, Cyprus, Greece or any other country in which the Lenders
may, in their sole and absolute discretion, approve that a Ship be registered;  Approved Manager  means, in relation to a Ship, Danaos Shipping
Co. Ltd., a company incorporated in Cyprus having its registered office at
Libra House, 16 P. Caterari Street, Nicosia, Cyprus or any other company which
the Agent may approve from time to time as the commercial, technical and/or
operational manager of that Ship;  Approved Managers Undertaking  means in relation to each Ship, a letter of
undertaking executed or to be executed by the Approved Manager in favour of the
Security Trustee and in the terms required by the Lenders, agreeing certain
matters in relation to the Approved Manager serving as the manager of the Ship
and subordinating its rights against such Ship and the Owner thereof to the
rights of the Creditor Parties under the Finance Documents, in such form as the
Lenders may approve or require;  Availability Period 
means the period commencing on the date of this Agreement and ending on:  (a)in the case of Tranche A, 31
March 2009 (or any later date as the scheduled delivery date in respect of
Ship A may be extended pursuant to Article VIII of Shipbuilding Contract
A); or  (b)in the case of Tranche B, 15
January 2010 (or any later date as the scheduled delivery date in respect
of Ship B may be extended pursuant to Article VII of Shipbuilding Contract
B); or  (c)in the case of Tranche C, 31
January 2010 (or any later date as the scheduled delivery date in respect
of Ship C may be extended pursuant to Article VII of Shipbuilding Contract
C); or  (d)in the case of Tranche D, 30 June 2010
(or any later date as the scheduled delivery date in respect of Ship D may be
extended pursuant to Article VII of Shipbuilding Contract D); or  (e)in the case of Tranche E, 31 May 2010
(or any later date as the scheduled delivery date in respect of Ship E may be
extended pursuant to Article VII of Shipbuilding Contract E); or  (f)if earlier, the date on which the Total
Commitments are fully borrowed, cancelled or terminated,  2


(or in any such case, such later date as
the Agent may, with the authorisation of all the Lenders, agree with the
Borrower);  Bank of China  means Bank of China acting through its head
office in No. 1 Fuxingmennei Dajie, Beijing, 100818, Peoples Republic of
China;  Bareboat
- equivalent Time Charter Incomemeans,
in relation to each Ship, the aggregate charter hire due and payable to the
Owner of that Ship for the remaining unexpired term of the charter or other
contract of employment relative to that Ship at the relevant time (excluding
any option periods (as that term is defined in Clause 15.5(a)) less the
aggregate Operating Expenses (other than in the case of a Ship subject to a
bareboat charter) and the Drydocking Expenses of that Ship as determined by the
Borrower and certified to the satisfaction of the Agent for the same period;  Bareboat Charter Security Agreement  means, in relation to any Ship which is
subject to a bareboat charter (such charter to be entered into by the relevant
Owner with the prior consent of the Agent pursuant to Clause 14.12(a)), an
agreement or agreements whereby the Security Trustee receives an assignment of
the rights of the relevant Owner under the bareboat charter and certain
undertakings from that Owner and the relevant charterer and, if (so agreed by
the Lenders) certain undertakings to be given by the Security Trustee to that
charterer, in such form as the Lenders may agree or require and, in the plural,
means all of them;  Book Net Worth  means, as of any Compliance Date, the
aggregate of value of the stockholders equity of the Borrowers Group as shown
in the Applicable Accounts;  Borrower 
means Danaos Corporation, a corporation domesticated and existing under
the laws of the Marshall Islands and having its registered office at Trust
Company House, Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
the Marshall Islands (and includes its successors);  Borrowers Group
means the Borrower and each of its subsidiaries;  Buildersmeans Samsung, Hanjin and Jiangnan, and in the singular means any of
them;  Business Day  means a day on which banks are open in Basel,
Frankfurt/Main, Bremen, Hamburg, Piraeus, Athens, London and (in relation to
any payment to be made to the Builder) Seoul and in respect of a day on which a
payment is required to be made under a Finance Document, also in New York City;  Cash and
Cash Equivalents  means the
aggregate of:  (a)the amount of freely available credit
balances on any deposit or current account;  (b)the market value of transferable
certificates of deposit in a freely convertible currency acceptable to the
Agent issued by a prime international bank; and  (c)the market value of equity securities (if
and to the extent that the Agent is satisfied that such equity securities are
readily saleable for cash and that there is a ready market therefor) and
investment grade debt securities which are publicly traded on a major stock
exchange or investment market (valued at market value as at any applicable date
of determination);  in each case owned free of any Security
Interest (other than a Security Interest in favour of the Security Trustee) by
the Borrower or any of its subsidiaries where:  (i)the market value of any asset specified in
paragraph (b) and (c) shall be the bid price quoted for it on the
relevant calculation date by the Agent; and  3


(ii)the amount or value of any asset
denominated in a currency other than Dollars shall be converted into Dollars
using the Agents spot rate for the purchase of Dollars with that currency on
the relevant calculation date;  Cellcontainer No. 2means Cellcontainer (No. 2) Corp., a
corporation incorporated and existing under the laws of Liberia and having its
registered office at 80 Broad Street, Monrovia, Liberia;  Cellcontainer No. 5means Cellcontainer (No. 5) Corp., a
corporation incorporated and existing under the laws of Liberia and having its
registered office at 80 Broad Street, Monrovia, Liberia;  Charterersmeans, together, ZIM, CMA, Yang Ming and
Hanjin Shipping, and in the singular means any of them;  Charterparty  means:  (a)any Initial Charterparty; and  (b)any charterparty or contract of
affreightment in respect of a Ship of at least 12 consecutive months in
duration or any bareboat charterparty in respect of a Ship;  CMAmeans CMA CGM S.A., a company
incorporated in France and acting through its office in Marseille, France  Commitment  means, in relation to a Lender, the amount
set opposite its name in Schedule 1, Part A, or, as the case may require,
the amount specified in the relevant Transfer Certificate, as that amount may
be reduced, cancelled or terminated in accordance with this Agreement (and Total Commitments means the aggregate of the Commitments of
all the Lenders);  Compliance Date  means 30 June and 31 December in
each calendar year (or such other dates as of which the Borrower prepares the
consolidated financial statements which it is required to deliver pursuant to
Clause 11.6);  Confirmation
and Early Termination Date, in relation to
any continuing Designated Transaction, have the meanings given in the Master
Agreement;  Consolidated
Debt  means the aggregate
amount of Debt due by the members of the Group (other than any such Debt owing
by any member of the Group to another member of the Group) as stated in the
then most recent Applicable Accounts;  Contract Price  has, in relation to each Ship, the meaning
given in the relevant Article of the Shipbuilding Contract in respect of
that Ship (as the same may be adjusted in accordance to that Shipbuilding
Contract);  Contractual Currency 
has the meaning given in Clause 21.5;  Contribution  means, in relation to a Lender, the part of
the Loan which is owing to that Lender;  Creditor Party  means the Agent, the Security Trustee, the
Swap Banks and each Lender whether as at the date of this Agreement or at any
later time;  Danaos  Earnings Account  means an account in the name of the Borrower
with the Account Bank designated Danaos Corporation - Earnings Account (or
any other office of the Account Bank which is designated by the Agent as the
Danaos Earnings Account for the purposes of this Agreement);  4


Danaos Earnings Account Pledge  means the deed containing a pledge agreement
in respect of the Danaos Earnings Account executed or to be executed by the
Borrower in favour of the Account Bank and the Lenders in such form as the
Lenders may approve or require;  Debt 
means in relation to any member of the Group (the debtor):  (a)Financial Indebtedness of the debtor;  (b)liability for any credit to the debtor from
a supplier of goods or services or under any instalment purchase or payment
plan or other similar arrangement;  (c)contingent liabilities of the debtor
(including without limitation any taxes or other payments under dispute) which
have been or, under GAAP, should be recorded in the notes to the Applicable
Accounts;  (d)deferred tax of the debtor; and  (e)liability under a guarantee, indemnity or
similar obligation entered into by the debtor in respect of a liability of
another person who is not a member of the Group which would fall within (a) to
(d) if the references to the debtor referred to the other person;  Deed of
Covenant means, in relation to a Ship, a deed of covenant
collateral to the Mortgage for that Ship, in such form as the Lenders may
approve or require, and in the plural means all of them;  Delivered Costmeans in respect of each Ship, the
aggregate of the Contract Price and the Extra Pre-delivery Costs for that Ship;  Delivery Date  means, in relation to a Ship, the date on
which title to and possession of that Ship is transferred from the Builder to
the relevant Owner;  Designated Transaction
means a Transaction which fulfils the following requirements:  (a)it is entered into by the Borrower pursuant
to a Master Agreement with a Swap Bank which, at the time the Transaction is
entered into, is also a Lender;  (b)its purpose is the hedging of the Borrowers
exposure under this Agreement to fluctuations in LIBOR arising from the funding
of the Loan (or any part thereof) for a period expiring no later than the final
Repayment Date; and  (c)it is designated by the Borrower, by delivery
by the Borrower to the Agent of a notice of designation in the form set out in
Schedule 8, as a Designated Transaction for the purposes of the Finance
Documents;  Dollars and $  means the lawful currency for the time being
of the United States of America;  Drawdown Date  means,
in relation to an Advance, the date requested by the Borrower for the Advance
to be made, or (as the context requires) the date on which the Advance is
actually made;  Drawdown Notice 
means a notice in the form set out in Schedule 2 (or in any other form
which the Agent approves or reasonably requires);  5


Drydocking Expenses  means, in relation to a Ship and a relevant
period, the provision agreed between the Borrower and the Agent for any
drydocking and special survey cost and expenses for that Ship during that
period;  Earnings  means, in
relation to a Ship, all moneys whatsoever which are now, or later become,
payable (actually or contingently) to the Owner owning the Ship or the Security
Trustee and which arise out of the use or operation of the Ship, including (but
not limited to):  (a)all freight, hire and passage moneys,
compensation payable to the Owner owning the Ship or the Security Trustee in
the event of requisition of the Ship for hire, remuneration for salvage and
towage services, demurrage and detention moneys and damages for breach (or
payments for variation or termination) of any charterparty or other contract
for the employment of the Ship;  (b)all moneys which are at any time payable
under the Insurances in respect of loss of earnings; and  (c)if and whenever the Ship is employed on
terms whereby any moneys falling within paragraphs (a) or (b) above
are pooled or shared with any other person, that proportion of the net receipts
of the relevant pooling or sharing arrangement which is attributable to the
Ship;  EBITDA  means, in respect of the relevant period, the
Net Income of the Borrowers Group before interest, taxes, depreciation and
amortisation and any capital gains or losses realised from the sale of any
Fleet Vessels as shown in the Applicable Accounts;  Environmental Claim 
means:  (a)any claim by any governmental, judicial or
regulatory authority which arises out of an Environmental Incident or an
alleged Environmental Incident or which relates to any Environmental Law; or  (b)any claim by any other person which relates
to an Environmental Incident or to an alleged Environmental Incident,  and claim means a claim for damages, compensation, fines,
penalties or any other payment of any kind whether or not similar to the
foregoing; an order or direction to take, or not to take, certain action or to
desist from or suspend certain action; and any form of enforcement or
regulatory action, including the arrest or attachment of any asset;  Environmental Incident 
means, in relation to each Ship:  (a)any release of Environmentally Sensitive
Material from a Ship; or  (b)any incident in which Environmentally
Sensitive Material is released from a vessel other than a Ship and which
involves a collision between that Ship and such other vessel or some other
incident of navigation or operation, in either case, in connection with which
that Ship is actually or potentially liable to be arrested, attached, detained
or injuncted and/or that Ship or any Owner and/or any operator or manager is at
fault or allegedly at fault or otherwise liable to any legal or administrative
action; or  (c)any other incident in which Environmentally
Sensitive Material is released otherwise than from a Ship and in connection
with which a Ship is actually or potentially liable to be arrested and/or where
any Owner and/or any operator or manager of a Ship is at fault or allegedly at
fault or otherwise liable to any legal or administrative action;  6


Environmental Law 
means any law relating to pollution or protection of the environment, to
the carriage of Environmentally Sensitive Material or to actual or threatened
releases of Environmentally Sensitive Material;  Environmentally Sensitive Material  means oil, oil products and any other
substance (including any chemical, gas or other hazardous or noxious substance)
which is (or is capable of being or becoming) polluting, toxic or hazardous;  Event of Default 
means any of the events or circumstances described in Clause 19.1;  Expresscarriermeans Expresscarrier (No. 2)
Corp., a corporation incorporated and existing under the laws of Liberia and
having its registered office at 80 Broad Street, Monrovia, Liberia;  Extra
Pre-delivery Costsmeans, in
respect of each Ship, the costs incurred or to be incurred by the Owners of
that Ship during the construction of the same (in addition to the Contract
Price for the Ship) as documented by the Borrower to the Agent (in the
statement referred to in paragraph 7 of Schedule 3, Part F) in such detail
as shall be required by the Agent on or before the Drawdown Date of the final
Advance of the Tranche used to finance that Ship;  Finance Documents 
means:  (a)this Agreement;  (b)the Master Agreements;  (c)the Guarantees;  (d)the Agency and Trust Agreement;  (e)the Master Agreement Assignments;  (f)the Predelivery Security Assignments;  (g)the General Assignments;  (h)the Mortgages;  (i)any Deeds of Covenants;  (j)the Danaos Earnings Account Pledge;  (k)the Charterparty Assignments;  (l)any Bareboat Charter Security Agreements;  (m)the Approved Managers Undertakings; and  (n)any other document (whether creating a
Security Interest or not) which is executed at any time by the Borrower, an
Owner or any other person as security for, or to establish any form of
subordination or priorities arrangement in relation to, any amount payable to
the Lenders under this Agreement or any of the documents referred to in this
definition;  7


Financial Indebtedness 
means, in relation to a person (the debtor),  a liability of the debtor:  (a)for principal, interest or any other sum
payable in respect of any moneys borrowed or raised by the debtor;  (b)under any loan stock, bond, note or other
security issued by the debtor;  (c)under any acceptance credit, guarantee or
letter of credit facility made available to the debtor;  (d)under a financial lease, a deferred
purchase consideration arrangement or any other agreement having the commercial
effect of a borrowing or raising of money by the debtor; or  (e)under any foreign exchange transaction
interest or currency swap or any other kind of derivative transaction
(including, without limitation, any freight derivative transaction) entered into
by the debtor; or  (f)under a guarantee, indemnity or similar
obligation entered into by the debtor in respect of a liability of another
person which would fall within paragraphs (a) to (e) if the
references to the debtor referred to the other person;  Financial Year  means, in relation to the Borrowers Group
and each Owner, each period of 1 year commencing on 1 January in respect
of which its audited accounts are or ought to be prepared;  Fleet
Vessels  means, together, all
of the vessels (including, but not limited to, the Ships) from time to time
owned or leased by members of the Borrowers Group which, at the relevant time,
are included within the Total Assets of the Borrowers Group in the balance
sheet of the Applicable Accounts or which would be included within the balance
sheet if the Applicable Accounts were required to be prepared at that time and
in the singular means any of them;  General Assignment 
means, in relation to a Ship, a general assignment of the Earnings, the
Insurances and any Requisition Compensation of that Ship, in such form as the
Lenders may approve or require, and in the plural means all of them;  Guarantee  means, in
relation to an Owner, an irrevocable and unconditional guarantee to be given by
that Owner in favour of the Security Trustee, guaranteeing the obligations of
the Borrower under this Agreement, the Master Agreements and the other Finance
Documents, in such form as the Lenders may approve or require, and in the
plural means all of them;  Hanjinmeans Hanjin Industries &
Construction Co. Ltd., a company organised and existing under the laws of the
Republic of Korea, having its registered office at 29, 5-Ga, Bongnae-Dong,
Youngdo-Gu, Busan, 606-796, Korea;  Hanjin Shippingmeans Hanjin Shipping Co. Ltd.
a company having its principal office in Seoul, Korea;  Initial Charterpartymeans each of Initial Charterparty A,
Initial Charterparty B, Initial Charterparty C, Initial Charterparty D and
Initial Charterparty E, and in the plural means all of them;  Initial  Charterparty A  means the time charterparty dated 17 May 2006
made between Medsea and ZIM as charterer in respect of Ship A for a duration of
at least 12 years from  8


the Delivery Date applicable to that Ship at a net daily charter hire rate
of at least $22,550 on terms acceptable in all respects to the Lenders;  Initial  Charterparty Assignment  means, in relation to a Ship, a deed of
assignment of the rights of the relevant Owner in respect of a Charterparty
relating thereto, in such form as the Lenders may approve or require and in the
plural means all of them;  Initial  Charterparty B means the time charterparty
dated 11 April 2007 made between Cellcontainer No. 2 and Hanjin
Shipping as charterer in respect of Ship B for a duration of at least 10 years
from the Delivery Date applicable to that Ship at a net daily charter hire rate
of at least $21,200 on terms acceptable in all respects to the Lenders;  InitialCharterparty
Cmeans the bareboat
charterparty dated 23 May 2007 made between Expresscarrier and Yang Ming
as charterer in respect of Ship C for a duration of at least 18 years from the
Delivery Date applicable to that Ship at a net daily charter hire rate of at
least $26,500 on terms acceptable in all aspects to the Lenders;  InitialCharterparty
D  means the time
charterparty date 17 September 2007 made between Teucarrier and CMA as
charterer in respect of Ship D for a duration of at least 12 years from the
Delivery Date applicable to that Ship at a net daily charter hire rate of at
least $43,000 on terms acceptable in all aspects to the Lenders;  InitialCharterparty
Emeans the time
charterparty date 11 April 2007 made between Cellcontainer No. 5 and
Hanjin Shipping as charterer in respect of Ship E for a duration of at least 10
years from the Delivery Date applicable to that Ship at a net daily charter
hire rate of at least $21,200 on terms acceptable in all aspects to the
Lenders;  Insurances means, in relation to a Ship:  (a)all policies and contracts of insurance,
including entries of such Ship in any protection and indemnity or war risks
association, which are effected in respect of such Ship, her Earnings or
otherwise in relation to her; and  (b)all rights and other assets relating to, or
derived from, any of the foregoing, including any rights to a return of a
premium;  Interest Coverage Ratio  means, in relation to a Compliance Date or an
accounting period, the ratio of (a) EBITDA for the most recent financial
period of the Borrowers Group to (b) the Net Interest Expenses for that
financial period;  Interest Period  means in relation to an Advance, a period
determined in accordance with Clause 6;  Interest Rate Swap Rate  means, for any applicable period:  (a)the rate per annum equal to the offered
quotation for deposits in Dollars for a period equal to, or as near as possible
equal to, the relevant applicable period which appears on the appropriate page of
the Reuters Monitor Money Rates Service on the second Business Day prior to the
commencement of the applicable period; or  (b)if no rate is quoted on the appropriate page of
the Reuters Monitor Money Rates Service, the rate per annum determined by the
Agent to be the Interest Rate Swap Rate for a period equal to, or as near as
possible equal to, the relevant applicable period;  ISM Code  means, in
relation to its application to the Approved Manager, each Owner, its Ship and
its operation:  9


(a)The International Management Code for the
Safe Operation of Ships and for Pollution Prevention, currently known or
referred to as the ISM Code, adopted by the Assembly of the International
Maritime Organisation by Resolution A.741(18) on 4 November 1993 and
incorporated on 19 May 1994 into chapter IX of the International
Convention for the Safety of Life at Sea 1974 (SOLAS 1974); and  (b)all further resolutions, circulars, codes,
guidelines, regulations and recommendations which are now or in the future
issued by or on behalf of the International Maritime Organisation or any other
entity with responsibility for implementing the ISM Code, including without
limitation, the Guidelines on implementation or administering of the
International Safety Management (ISM) Code by Administrations produced by the
International Maritime Organisation pursuant to Resolution A.788(19) adopted on
25 November 1995,  as the same may be amended, supplemented or replaced from time to time;  ISM Code Documentation  includes:  (a)the document of compliance (DOC) and safety
management certificate (SMC) issued pursuant to the ISM Code in relation to the
Ships or any of them within the periods specified by the ISM Code; and  (b)all other documents and data which are
relevant to the ISM SMS and its implementation and verification which the Agent
may require; and  (c)any other documents which are prepared or
which are otherwise relevant to establish and maintain the Ships or the Owners
compliance with the ISM Code which the Agent may require;  ISM SMS  means the safety management system for each
Ship which is required to be developed, implemented and maintained by the Owner
of that Ship under the ISM Code;  ISPS
Code  means the International
Ship and Port Facility Security Code adopted by the International Maritime
Organisation Assembly as the same may be amended or supplemented from time to
time;  ISSC 
means a valid and current International Ship Security Certificate issued
under the ISPS Code;  Jiangnanmeans, together, China Shipbuilding Trading
Company Limited, a company organised and existing under the laws of the
Republic of China, having its registered office at Fangyuan Mansion 56(Yi),
Zhongguancun Nan Da Jie, Beijing 100044, the Peoples Republic of China and
Shanghai Jiangnan Changxing Heavy Industry Company Limited, a corporation
organised and existing under the laws of the Peoples Republic of China, having
its registered office at Marine Tower, No. 1 Pudong Da Dao, Shanghou
200120, the Peoples Republic of China;  K-Exim 
means The Export-Import Bank of Korea acting through its office at 16-1,
Yeoido-Dong, Yeongdeungpo-Gu, Seoul, 150-996, Korea;  KDBmeans Korea
Development Bank acting through its office at 16-3, Yeoido-Dong,
Yeongdeungpo-Gu, Seoul 150-973, Korea;  Lender  means, subject to Clause 26.6:  10


(a)a bank or financial institution listed in
Schedule 1 and acting through its branch indicated in Schedule 1 (or through
another branch notified to the Agent under Clause 26.14) unless it has
delivered a Transfer Certificate or Certificates covering the entire amounts of
its Commitment and its Contribution; and  (b)the holder for the time being of a Transfer
Certificate  (and includes their respective successors);  Lenders
Cost of Funding  means, for
an Interest Period in relation to a Lender, the rate per annum determined by
that Lender to be of the rate at which deposits in Dollars are offered to the
Lender by leading banks in the London Interbank Market at the Lenders request
at or about 11.00 a.m. (London time) on the Quotation Date for that
Interest Period for a period equal to that Interest Period and for delivery on
the first Business Day of it, or, if that Lender uses other ways than through
the London Interbank Market to fund deposits in Dollars, such rate as
determined by that Lender to be the Lenders cost of funding deposits in
Dollars for that Interest Period;  LIBOR
means, for an Interest Period:  (a)the applicable Screen Rate; or  (b)if noScreen Rate is available for that period, the rate per
annum determined by the Agent to be the rate per annum (rounded upwards, if
necessary, to the nearest one-sixteenth of one per cent.) notified to theAgent
bythe
Reference Bank as the rate at which deposits in Dollars are offeredto
theReference
Bank by leading
banks in the London Interbank Market at or about 11.00 a.m. (London time)
on the Quotation Date for that Interest Period for a period equal to that
Interest Period and for delivery on the first Business Day of it;  LIBOR Correction Rate 
means, at any relevant time in relation to an Affected Lender, the rate
per annum by which that Lenders Cost of Funding exceeds LIBOR;  Loan  means the
aggregate principal amount of the Advances for the time being outstanding under
this Agreement;  Major Casualty 
means, in relation to a Ship, any casualty to the Ship in respect of
which the claim or the aggregate of the claims against all insurers, before
adjustment for any relevant franchise or deductible, exceeds $1,000,000 or the
equivalent in any other currency;  Majority Lenders  means:  (a)at any time when no Advances are
outstanding, Lenders whose Commitments total 66.67 per cent. of the Total
Commitments; and  (b)at any other time, Lenders whose Contributions
total 66.67 per cent. of the Loan;  Mandatory
Cost Rate  means, in relation
to the Loan, the cost calculated as a percentage rate per annum incurred by a
Lender as a result of compliance with any applicable regulatory or central bank
requirements, including any reserve costs imposed by the European Central Bank
or the European System of Central Banks (calculated pursuant to the formula
described in Schedule 7);  Margin 
means 1.20 per cent. per annum;  11


Market Valuemeans, in respect of each Ship and each Fleet Vessel, the market value
thereof determined from time to time in accordance with Clause 15.4 (or as the
case may be Clause 15.5);  Market Value Adjusted Net Worth  means, at any time, the amount by which the
Market Value Adjusted Total Assets exceed the Total Liabilities;  Market Value Adjusted Total Assets  means, at any time, the Total Assets adjusted
to reflect the Market Value of all Fleet Vessels (by substituting the value of
each Fleet Vessel as specified in the Applicable Accounts with the Market Value
of that Fleet Vessel as at the relevant Compliance Date);  Master Agreement  means the master agreement (on the 2002 or
1992 ISDA (Multicurrency - Crossborder) form or on the Rahmenverträge für
Finanztermingeschäfte (Master Agreement for Financial Derivatives Transactions)
form) made or to be made between the Borrower and each Swap Bank and includes
all Transactions from time to time entered into and Confirmations from time to
time exchanged thereunder and, in the plural means all of them;  Master Agreement
Assignment  means, in
relation to each Master Agreement, an assignment of the Borrowers rights under
that Master Agreement executed or to be executed by the Borrower, in such form
as the Lenders may approve or require, and in the plural means all of them;  Medsea  means Medsea Marine Inc., a corporation
incorporated and existing under the laws of Liberia and having its registered
office at 80 Broad Street, Monrovia, Liberia;  Mortgage  means, in
relation to a Ship, the first priority or preferred (as the case may be) ship
mortgage on the Ship under an Approved Flag executed or to be executed by the
Owner of the Ship in favour of the Security Trustee, in such form as the
Lenders may approve or require and in the plural means all of them;  Negotiation Period 
has the meaning given in Clause 5.10;  Net Income  means, in relation to each Financial Year of
the Borrower, the net income of the Borrowers Group appearing in the
Applicable Accounts for that Financial Year;  Net
Interest Expenses  means, as
of any Compliance Date, the aggregate of all interest, commitment and other
fees, commissions, discounts and other costs, charges or expenses accruing due
from all the members the Borrowers Group during that accounting period less
interest income received, determined on a consolidated basis in accordance with
USGAAP and as shown in the consolidated statements of income for the Borrowers
Group in the Applicable Accounts;  Operating
Expenses  means, in relation
to a Ship and a relevant period, the expenses for crewing, victualling,
insuring, maintenance, spares, stores, management and operation of such Ship
which are reasonably incurred (in the opinion of the Agent) for a vessel of the
same size and type as that Ship as evidenced by the most recent audited
Applicable Accounts;  Owners 
means together Medsea, Cellcontainer No. 2, Expresscarrier,
Teucarrier and Cellcontainer No. 5, and in the singular means any of them;  Payment Currency  has
the meaning given in Clause 21.5;  Pertinent Jurisdiction 
in relation to a company, means:  (a)England and Wales;  12


(b)the country under the laws of which the
company is incorporated or formed;  (c)a country in which the companys central
management and control is or has recently been exercised;  (d)a country in which the overall net income
of the company is subject to corporation tax, income tax or any similar tax;  (e)a country in which assets of the company
(other than securities issued by, or loans to, related companies) having a
substantial value are situated, in which the company maintains a permanent
place of business, or in which a Security Interest created by the company must
or should be registered in order to ensure its validity or priority; and  (f)a country the courts of which have
jurisdiction to make a winding up, administration or similar order in relation
to the company or which would have such jurisdiction if their assistance were
requested by the courts of a country referred to in paragraphs (b) or (c) above;  Potential Event of Default 
means an event or circumstance which, with the giving of any notice, the
lapse of time, a determination of the Majority Lenders (in the case of any
provision of this Agreement or any of the other Finance Documents which is made
subject to the determination of the Majority Lenders) and/or the satisfaction
of any other condition, would constitute an Event of Default;  Predelivery Security Assignment  means, in relation to an Owner, an assignment
of the Shipbuilding Contract and of the Refund Guarantee relevant to that
Owner, to be given by that Owner in favour of the Security Trustee, in such
form as the Lenders may approve or require, and in the plural means all of
them;  Quotation Date  means, in relation to any Interest Period (or
any other period for which an interest rate is to be determined under any
provision of a Finance Document), the day on which quotations would ordinarily
be given by leading banks in the London Interbank Market for deposits in the
currency in relation to which such rate is to be determined for delivery on the
first day of that Interest Period or other period;  Reference Bank  means the Agent from time to time;  Refund Guarantee A 
means the irrevocable and unconditional refund guarantee dated 16 May 2006
with guarantee number MO902-605-LG-00096 issued by K-Exim in favour of Medsea
in relation to each stage payment made or to be made by Medsea to Samsung
pursuant to the Shipbuilding Contract A prior to the relevant Delivery Date;  Refund Guarantee B  means the irrevocable and unconditional
refund guarantee dated 10 April 2007 with guarantee number SLGQA020070041
issued by KDB in favour of Cellcontainer No. 2 in relation to each stage
payment made or to be made by Cellcontainer No. 2 to Hanjin pursuant to
the Shipbuilding Contract B prior to the relevant Delivery Date;  Refund Guarantee C  means the irrevocable and unconditional
refund guarantee dated 21 March 2007 with guarantee number
MO902-703-LG-00235 issued by K-Exim in favour of Expresscarrier in relation to
each stage payment made or to be made by Expresscarrier to Hanjin pursuant to
the Shipbuilding Contract C prior to the relevant Delivery Date;  Refund Guarantees D  means, together (a) the irrevocable and
unconditional refund guarantee dated 13 April 2007 with guarantee number
LGC1000700884 issued by Bank of China in favour of Teucarrier in relation to
the first and second instalments made or to be made by Teucarrier to Jiangnan
pursuant to the Shipbuilding Contract D (the First
Refund Guarantee D) and (b) each irrevocable and unconditional
guarantee to be issued by Bank  13


of China (or any other bank or financial institution approved by the
Lenders) in relation to each of the third and fourth instalments to be paid by
Teucarrier to Jiangnan pursuant to Shipbuilding Contract D prior to the
Delivery Date for Ship D and in the singular means any of them;  Refund Guarantee E  means the irrevocable and unconditional
refund guarantee dated 10 April 2007 with guarantee number SLGQA020070044
issued by KDB in favour of Cellcontainer No. 5 in relation to each stage
payment made or to be made by Cellcontainer No. 5 to Hanjin pursuant to
the Shipbuilding Contract E prior to the relevant Delivery Date;  Refund
Guaranteesmeans, together, Refund Guarantee A, Refund
Guarantee B, Refund Guarantee C, Refund Guarantee D and Refund Guarantees E, and
in the singular means any of them;  Refund Guarantorsmeans, together, Bank of China, K-Exim and KDB, and in the singular
means any of them;  Relevant Person  has
the meaning given in Clause 19.9;  Repayment Date  means
a date on which a repayment is required to be made under Clause 8;  Requisition Compensation 
includes all compensation or other moneys payable by reason of any act
or event such as is referred to in paragraph (b) of the definition of Total
Loss;  Samsung  means Samsung Heavy Industries Co. Ltd., a
company organised and existing under the laws of the Republic of Korea, with
its registered office at 647-9, Yeoksam-Dong, Kangnam-ku, Seoul, Korea;  Screen Rate  means the rate per annum equal to the offered
quotation for deposits in Dollars for a period equal to, or as near as possible
equal to, the relevant Interest Period which appears on Reuters BBA Page LIBOR
01 at or about 11.00 a.m. (London time) on the second Business Day prior
to the commencement of that Interest Period (and, for the purposes of this
Agreement, Reuters BBA Page LIBOR 01 means the display designated as Reuters
BBA Page LIBOR 01 on the Reuters Money News Service or such other page as
may replace Reuters BBA Page LIBOR 01 on that service for the purpose of
displaying rates comparable to that rate or on such other service as may be
nominated by the British Bankers Association as the information vendor for the
purpose of displaying British Bankers Association Interest Settlement Rates
for Dollars);  Secured Liabilities 
means all liabilities which the Borrower, the Security Parties or any of
them have, at the date of this Agreement or at any later time or times, under
or by virtue of the Finance Documents or any judgement relating to the Finance
Documents; and for this purpose, there shall be disregarded any total or
partial discharge of these liabilities, or variation of their terms, which is
effected by, or in connection with, any bankruptcy, liquidation, arrangement or
other procedure under the insolvency laws of any country;  Security Cover Ratio  means the ratio (expressed as a percentage)
which is determined at any time by comparing (i) the aggregate of the
amounts referred to in paragraphs (a) and (b) of Clause 15.1 to (ii) the
aggregate of the Loan and the Swap Exposure;  Security Interest 
means:  (a)a mortgage, charge (whether fixed or
floating) or pledge, any maritime or other lien or any other security interest
of any kind;  14


(b)the rights of the plaintiff under an action
in rem in which the vessel concerned has
been arrested or a writ has been issued or similar step taken; and  (c)any arrangement entered into by a person (A) the
effect of which is to place another person (B) in a position which is
similar, in economic terms, to the position in which B would have been had he
held a security interest over an asset of A;  Security Party  means
the Owners and any other person (except a Creditor Party) who, as a surety or
mortgagor, as a party to any subordination or priorities arrangement, or in any
similar capacity, executes a document falling within the final paragraph of the
definition of Finance Documents;  Security Period 
means the period commencing on the date of this Agreement and ending on
the date on which the Agent notifies the Borrower, the Security Parties, the
Lenders and the other Creditor Parties (which notice the Agent shall give when
the conditions set out below are satisfied) that:  (a)all amounts which have become due for
payment by the Borrower or any Security Party under the Finance Documents have
been paid;  (b)no amount is owing or has accrued (without
yet having become due for payment) under any Finance Document;  (c)neither the Borrower nor any Security Party
has any future or contingent liability under Clause 20, 21 or 22 below or any
other provision of this Agreement or another Finance Document; and  (d)the Agent, the Security Trustee and the
Lenders do not consider that there is a significant risk that any payment or
transaction under a Finance Document would be set aside, or would have to be
reversed or adjusted, in any present or possible future bankruptcy of the
Borrower or a Security Party or in any present or possible future proceeding
relating to a Finance Document or any asset covered (or previously covered) by
a Security Interest created by a Finance Document;  Security Trustee  means Deutsche Schiffsbank
Aktiengesellschaft, in its capacity as security trustee for the Lenders and the
Swap Banks under the Finance Documents, or any successor of it in such capacity
appointed under clause 5 of the Agency and Trust Agreement;  Ship  A
means the 4,250 TEU container carrier newbuilding currently being constructed
by Samsung and having Hull No. 1698 to be purchased by Medsea pursuant to
Shipbuilding Contract A and registered in the ownership of Medsea under an
Approved Flag;  Ship B
means the 3,400 TEU container carrier newbuilding currently being constructed
by Hanjin and having Hull No. N-220 to be purchased by Cellcontainer No. 2
pursuant to Shipbuilding Contract B and registered in the ownership of
Cellcontainer No. 2 under an Approved Flag;  Ship Cmeans the 6,500 TEU container
carrier newbuilding currently being constructed by Hanjin and having Hull No. N-215
to be purchased by Expresscarrier pursuant to Shipbuilding Contract C and
registered in the ownership of Expresscarrier under an Approved Flag;  Ship Dmeans the 6,800 TEU container
carrier newbuilding currently being constructed by Jiangnan and having Hull No. Z00001
to be purchased by Teucarrier pursuant to Shipbuilding Contract D and
registered in the ownership of Teucarrier under an Approved Flag;  15


Ship Emeans the 3,400 TEU container
carrier newbuilding currently being constructed by Hanjin and having Hull No. N-223
to be purchased by Cellcontainer No. 5 pursuant to Shipbuilding Contract E
and registered in the ownership of Cellcontainer No. 5 under an Approved
Flag;  Shipbuilding Contract A  means the shipbuilding contract dated 12 May 2006
and made between Samsung and Medsea for the construction by Samsung of Ship A
and its purchase by Medsea, as supplemented from time to time;  Shipbuilding Contract B means the
shipbuilding contract dated 5 April 2007 and made between Hanjin and
Cellcontainer (No. 2), for the construction by Hanjin of Ship B and its
purchase by Cellcontainer (No. 2), as supplemented from time to time;  Shipbuilding Contract C means the
shipbuilding contract dated 16 March 2007 and made between Hanjin and
Expresscarrier, for the construction by Hanjin of Ship C and its purchase by
Expresscarrier, as supplemented from time to time;  Shipbuilding Contract D means the
shipbuilding contract dated 2 March 2007 and made between the Jiangnan and
Teucarrier, for the construction by Jiangnan of Ship D and its purchase by
Teucarrier, as supplemented from time to time;  Shipbuilding Contract E means the
shipbuilding contract dated 5 April 2007 and made between Hanjin and Cellcontainer
No. 5, for the construction by Hanjin of Ship E and its purchase by
Cellcontainer No. 5, as supplemented from time to time;  Shipbuilding Contracts  means, together, Shipbuilding Contract A,
Shipbuilding Contract B, Shipbuilding Contract C, Shipbuilding Contract D and
Shipbuilding Contract E and in the singular means any of them;  Ships  means, together, Ship A, Ship B, Ship C, Ship
D and Ship E, and in the singular means any of them;  Swap
Banks means the banks and financial institutions listed as Swap
Banks in Schedule 1, Part B, and in the singular means any of them;  Swap Exposure  means, as at any relevant date the amount
certified by the Swap Banks to the Agent to be the aggregate net amount in
Dollars which would be payable by the Borrower to the Swap Banks under (and
calculated in accordance with) section 6(e) (Payments on Early
Termination) of each Master Agreement if an Early Termination Date had occurred
on the relevant date in relation to all continuing Transactions entered into between
the Borrower and the Swap Banks;  Teucarrier  means Teucarrier (No. 1) Corp., a
corporation incorporated and existing under the laws of Liberia and having its
registered office at 80 Broad Street, Monrovia, Liberia;  Total Assets
means, as of any Compliance Date, the aggregate value of all assets of the
Borrowers Group included in the Applicable Accounts as current assets and
the value of all investments (valued in accordance with USGAAP) and all other
tangible and intangible assets of the Borrowers Group properly included in the
Applicable Accounts as fixed assets in accordance with USGAAP;  Total
Liabilities means, as of any Compliance Date, Total Assets less
Book Net Worth;  Total Loss  means, in relation to a Ship:  16


(a)actual, constructive, compromised, agreed
or arranged total loss of that Ship;  (b)any expropriation, confiscation,
requisition or acquisition of the Ship, whether for full consideration, a
consideration less than her proper value, a nominal consideration or without
any consideration, which is effected by any government or official authority or
by any person or persons claiming to be or to represent a government or
official authority, excluding a requisition for hire for a fixed period not
exceeding one year without any right to an extension;  (c)any condemnation of the Ship by any
tribunal or by any person or person claiming to be a tribunal;  (d)any arrest, capture, seizure or detention
of the Ship (including any hijacking or theft) unless she is within 30 days
redelivered to the full control of the Owner owning the Ship;  Total Loss Date 
means, in relation to a Ship:  (a)in the case of an actual loss of the Ship,
the date on which it occurred or, if that is unknown, the date when the Ship
was last heard of;  (b)in the case of a constructive, compromised,
agreed or arranged total loss of the Ship, the earliest of:  (i)the date on which a notice of abandonment
is given to the insurers; and  (ii)the date of any compromise, arrangement or
agreement made by or on behalf of the Owner owning the Ship, with the Ships
insurers in which the insurers agree to treat the Ship as a total loss; and  (c)in the case of any other type of total
loss, on the date (or the most likely date) on which it appears to the Agent that
the event constituting the total loss occurred;  Total Shareholders
Equitymeans at any date, the total shareholders
equity of the Group as determined in accordance with, and as shown in, the
Applicable Accounts;  Tranche A  means the
aggregate of the Advances to be made available by the Lenders to the Borrower
to assist Medsea in its acquisition of Ship A or, as the context may require,
the aggregate principal amount thereof outstanding at the relevant time under
this Agreement;  Tranche B means the aggregate of the Advances to be made
available by the Lenders to the Borrower to assist Cellcontainer No. 2 in
its acquisition of Ship B or, as the context may require, the aggregate
principal amount thereof outstanding at the relevant time under this Agreement;  Tranche C means the aggregate of the Advances to be made
available by the Lenders to the Borrower to assist Expresscarrier in its
acquisition of Ship C or, as the context may require, the aggregate principal
amount thereof outstanding at the relevant time under this Agreement;  Tranche D means the aggregate of the Advances to be made
available by the Lenders to the Borrower to assist Teucarrier in its
acquisition of Ship D or, as the context may require, the aggregate principal
amount thereof outstanding at the relevant time under this Agreement;  Tranche E means the aggregate of the Advances to be made
available by the Lenders to the Borrower to assist Cellcontainer No. 5 in
its acquisition of Ship E or, as the context may  17


require,
the aggregate principal amount thereof outstanding at the relevant time under
this Agreement;  Tranches  means,
together, Tranche A, Tranche B, Tranche C, Tranche D and Tranche E, and in the
singular means any of them;  Transaction  has the meaning given in the Master
Agreements;  Transfer Certificate  has the meaning given in Clause 26.2;  Trust Property
has the meaning given in clause 3.1 of the Agency and Trust Agreement;  Yang Mingmeans Yang Ming Marine Transport Corp., a
company having its principal office in Keelung, Taiwan; and  ZIM  means Zim Israel Intergrated Shipping
Services Ltd., a company having its principal office at 7-9 Pal Yam Avenue, P.O. Box
1723, Haifa, 31016, Israel.  1.2Construction
of certain terms.In this
Agreement:  approved  means, for
the purpose of Clause 13, approved in writing by the Agent, with the
authorisation of the Majority Lenders;  asset includes every kind of property, asset, interest or
right, including any present, future or contingent right to any revenues or
other payment;  company includes any partnership, joint venture and
unincorporated association;  consent includes an authorisation, consent, approval,
resolution, licence, exemption, filing, registration, notarisation and
legalisation;  contingent liability means a liability which is not certain
to arise and/or the amount of which remains unascertained;  document includes a deed; also a letter, fax or telex;  excess risks  means, in relation to a Ship, (i) the
proportion of claims for general average, salvage and salvage charges which are
not recoverable as a result of the value at which that Ship is assessed for the
purpose of such claims exceeding her hull and machinery insured value and (ii) collision
liabilities not recoverable in full under the applicable hull and machinery
insurance by reason of such liabilities exceeding such proportion of the
insured value of that Ship as is covered thereunder;  expense means any kind of cost, charge or expense
(including all legal costs, charges and expenses) and any applicable value
added or other tax;  law includes any form of delegated legislation, any order
or decree, any treaty or international convention and any regulation or
resolution of the Council of the European Union, the European Commission, the
United Nations or its Security Council;  legal or administrative action means any legal proceeding
or arbitration and any administrative or regulatory action or investigation;  liability includes every kind of debt or liability (present
or future, certain or contingent), whether incurred as principal or surety or
otherwise;  months  shall be
construed in accordance with Clause 1.3;  18


obligatory insurances 
means, in relation to a Ship, all insurances effected, or which the
Owner owning the Ship is obliged to effect, under Clause 13 below or any other
provision of this Agreement or another Finance Document;  parent company  has
the meaning given in Clause 1.4;  person  includes any
company; any state, political sub-division of a state and local or municipal
authority; and any international organisation;  policy, in relation to any insurance, includes a slip,
cover note, certificate of entry or other document evidencing the contract of
insurance or its terms;  protection and indemnity
risks  means the usual risks
covered by a protection and indemnity association managed in London, including,
but not limited to, pollution, freight, demurrage and detention risks and the
proportion (if any) of any sums payable to any other person or persons in case
of collision which are not recoverable under the hull and machinery policies by
reason of the incorporation in them of Clause 6 of the International Hull
Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls)
(1/11/95) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the
Institute Amended Running Down Clause (1/10/71) or the Conditions and Plan of
the Swedish Club or any equivalent provision;  regulation includes any regulation, rule, official
directive, request or guideline (either having the force of law or compliance
with which is reasonable in the ordinary course of business of the party
concerned) of any governmental, intergovernmental or supranational body,
agency, department or regulatory, self-regulatory or other authority or
organisation;  subsidiary  has the
meaning given in Clause 1.4;  successor includes any person who is entitled (by
assignment, novation, merger or otherwise) to any other persons rights under
this Agreement or any other Finance Document (or any interest in those rights)
or who, as administrator, liquidator or otherwise, is entitled to exercise
those rights; and in particular references to a successor include a person to
whom those rights (or any interest in those rights) are transferred or pass as
a result of a merger, division, reconstruction or other reorganisation of it or
any other person;  tax  includes any
present or future tax, duty, impost, levy or charge of any kind which is
imposed by any state, any political sub-division of a state or any local or
municipal authority (including any such imposed in connection with exchange
controls), and any connected penalty, interest or fine; and  war risks  includes the risk of mines, blocking and
trapping, missing vessel, political risks, deprivation, confiscation and all
risks excluded by clause 29 of the International Hull Clauses (1/11/02 or
1/11/03), clause 24 of the Institute Time Clauses (Hulls)(1/11/95) or clause 33
of the Institute Time Clauses (Hulls) (1/10/83) or in the Conditions and Plan
of the Swedish Club.  1.3Meaning
of month.A period of one or more months
ends on the day in the relevant calendar month numerically corresponding to the
day of the calendar month on which the period started (the
numerically corresponding day), but:  (a)on the Business Day following the
numerically corresponding day if the numerically corresponding day is not a
Business Day or, if there is no later Business Day in the same calendar month,
on the Business Day preceding the numerically corresponding day; or  19


(b)on the last Business Day in
the relevant calendar month, if the period started on the last Business Day in
a calendar month or if the last calendar month of the period has no numerically
corresponding day,  and month and monthly shall
be construed accordingly.  1.4Meaning
of subsidiary.A company (S) is a subsidiary of another company
(P) if:  (a)a majority of the issued
shares in S (or a majority of the issued shares in S which carry unlimited
rights to capital and income distributions) are directly owned by P or are
indirectly attributable to P; or  (b)P has direct or indirect
control over a majority of the voting rights attaching to the issued shares of
S; or  (c)P has the direct or indirect
power to appoint or remove a majority of the directors of S; or  (d)P otherwise has the direct or
indirect power to ensure that the affairs of S are conducted in accordance with
the wishes of P,  and any company of
which S is a subsidiary is a parent company of S.  1.5General
Interpretation.  (a)In this Agreement:  (i)references to, or to a
provision of, a Finance Document or any other document are references to it as
amended or supplemented, whether before the date of this Agreement or
otherwise;  (ii)references to, or to a
provision of, any law include any amendment, extension, re-enactment or
replacement, whether made before the date of this Agreement or otherwise;  (iii)words denoting the singular
number shall include the plural and vice versa; and  (iv)where a determination or
opinion is stated to be conclusive it shall be binding on the relevant party
save for manifest error;  (b)Clauses 1.1 to 1.4 and
paragraph (a) of this Clause 1.5 apply unless the contrary intention
appears.  (c)The clause headings shall not
affect the interpretation of this Agreement.  2FACILITY  2.1Amount of
facility.Subject to the other provisions of this
Agreement, the Lenders shall make available to the Borrower a senior secured
term loan facility of up to $299,000,000 in up to five Tranches as follows:  (a)Tranche A shall be in an
amount of up to the lesser of:  (i)$49,000,000; and  (ii)70 per cent. of the Delivered
Cost of Ship A;  (b)Tranche B shall be in an
amount of up to the lesser of:  20


(i)$44,700,000; and  (ii)70 per cent. of the Delivered
Cost of Ship B;  (c)Tranche C shall be in an
amount of up to the lesser of:  (i)$73,600,000; and  (ii)70 per cent. of the Delivered
Cost of Ship C;  (d)Tranche D shall be in an
amount of up to the lesser of:  (i)$87,000,000; and  (ii)70 per cent. of the Delivered
Cost of Ship D;  (e)Tranche E shall be in an
amount of up to the lesser of:  (i)$44,700,000; and  (ii)70 per cent. of the Delivered
Cost of Ship E;  (f)each of Tranche A, B and E may
be drawn in up to four Advances and each of Tranche C, and D may be drawn in up
to five Advances.  Each Advance shall not
exceed the lesser of (i) 80 per cent. of the amount of the predelivery
instalment which is to be part-financed by that Advance and (ii) the maximum
amount thereof specified in Schedule 4 of this Agreement;  (g)the final Advance of each
Tranche (which shall be used in part-financing the delivery instalment payable
pursuant to the Shipbuilding Contract for the Ship to be financed by that
Tranche and to refinance in part the Extra Pre-delivery Costs for that Ship)
shall be in an amount which, when aggregated with all other Advances in respect
of that Tranche, shall result in the Tranche not exceeding 70 per cent. of the
Delivered Cost of the Ship financed by that Tranche; and  (h)the aggregate amount of the
Advances in respect of each Tranche which shall be used in financing or
refinancing the predelivery instalments in respect of a Ship payable or paid
pursuant to the Shipbuilding Contract applicable to that Ship, shall not exceed
80 per cent. of the aggregate amount of the pre-delivery instalments payable
for that Ship pursuant to that Shipbuilding Contract.  2.2Lenders
participations in Advances.Subject to the
other provisions of this Agreement, each Lender shall participate in each
Advance in the proportion which, as at the relevant Drawdown Date, its
Commitment bears to the Total Commitments.  2.3Transactions
under the Master Agreement.At any time
during the Security Period the Borrower may request the Swap Banks to conclude
Designated Transactions for the purpose of hedging the Borrowers exposure to
interest rate fluctuations in the context of its interest payment obligations
under this Agreement.  If the Borrower
requests to conclude a Designated Transaction prior to the delivery of at least
one of the Ships or, if at the time the Borrower requests to conclude a
Designated Transaction there is a shortfall in the minimum security cover
required to be maintained pursuant to Clause 15.1, the Swap Banks and the
Lenders may request that the Borrower provides or procures the provision of
such security as is acceptable to the Swap Banks and the Lenders.  The entry by the Swap Banks into the Master
Agreements does not commit the Swap Banks to conclude Designated Transactions,
or even to offer terms for doing so, but does provide a contractual framework
within which Designated Transactions may be concluded and secured, assuming
that the relevant Swap Bank is willing to conclude any  21


Designated Transaction at the
relevant time and that, if that is the case, mutually acceptable terms can be
agreed at the relevant time.  3POSITION
OF THE LENDERS, THE SWAP BANKS AND THE MAJORITY LENDERS  3.1Interests
of Lenders and Swap Banks several.The
rights of the Lenders and the Swap Banks under this Agreement and the Master
Agreements are several; accordingly:  (a)each Lender shall be entitled
to sue for any amount which has become due and payable by the Borrower to it
under this Agreement; and  (b)each Swap Bank shall be
entitled to sue for any amount which has become due and payable by the Borrower
to it under the Master Agreement to which it is a party,  without joining the Agent, the Security Trustee, any other
Lender or any other Swap Bank as additional parties in the proceedings.  3.2Proceedings
by individual Lender or Swap Bank.However, without the prior consent of the Majority Lenders, no Lender
and Swap Bank may bring proceedings in respect of:  (a)any other liability or
obligation of the Borrower or a Security Party under or connected with a
Finance Document or the Master Agreements; or  (b)any misrepresentation or
breach of warranty by the Borrower or a Security Party in or connected with a
Finance Document or the Master Agreements.  3.3Obligations
several.The obligations of the Lenders under this
Agreement and of the Swap Banks under the Master Agreements are several; and a
failure of a Lender to perform its obligations under this Agreement or of a
Swap Bank to perform its obligations under the Master Agreement to which it is
a party shall not result in:  (a)the obligations of the other
Lenders being increased; nor  (b)the Borrower, any Security
Party or any other Creditor Party being discharged (in whole or in part) from
its obligations under any Finance Document;  and in no
circumstances shall a Lender or a Swap Bank have any responsibility for a
failure of another Lender or another Swap Bank to perform its obligations under
this Agreement or a Master Agreement.  3.4Parties
bound by certain actions of Majority Lenders.Every Lender, a Swap Bank, the Borrower and each Security Party shall be
bound by:  (a)any determination made, or
action taken, by the Majority Lenders under any provision of a Finance
Document;  (b)any instruction or
authorisation given by the Majority Lenders to the Agent or the Security
Trustee under or in connection with any Finance Document;  (c)any action taken (or in good
faith purportedly taken) by the Agent or the Security Trustee in accordance
with such an instruction or authorisation.  3.5Reliance
on action of Agent.However, the
Borrower and each Security Party:  22


(a)shall be entitled to assume
that the Majority Lenders have duly given any instruction or authorisation
which, under any provision of a Finance Document, is required in relation to
any action which the Agent has taken or is about to take; and  (b)shall not be entitled to
require any evidence that such an instruction or authorisation has been given.  3.6Construction.In Clauses 3.4 and 3.5 references to action
taken include (without limitation) the granting of any waiver or consent, an
approval of any document and an agreement to any matter.  4DRAWDOWN  4.1Request
for Advance.Subject to the following
conditions, the Borrower may request an Advance to be made by ensuring that the
Agent receives a completed Drawdown Notice not later than 11.00 a.m.
(Hamburg time) 3 Business Days prior to the intended Drawdown Date.  4.2Availability.The conditions referred to in Clause 4.1 are
that:  (a)a Drawdown Date has to be a
Business Day during the Availability Period;  (b)each Advance shall:  (i)subject to Clause 4.2(c), be
in an amount that does not exceed the maximum amount of that Advance specified
in Schedule 4; and  (ii)be used to finance or
refinance part of the relevant instalment payable to the Builder pursuant to
the relevant Shipbuilding Contract as are specified in Schedule 4 and, in the
case of the final Advance of each Tranche, part of the relevant Extra
Pre-delivery Costs;  (c)the aggregate amount of the
Advances in respect of a Tranche shall not exceed the maximum amount of that
Tranche as set out in Clause 2.1; and  (d)the Borrower shall demonstrate
to the satisfaction of the Agent the availability to it of funds in an amount
equal to the amount by which the instalment due to the Builder pursuant to the
relevant Shipbuilding Contract and the relevant Extra Pre-delivery Costs on the
relevant Drawdown Date exceeds the Advance to be made available to the Borrower
on that Drawdown Date.  4.3Purpose
of Advances.The Borrower undertakes with
each Creditor Party to use each Advance only for the purposes stated in the
Recitals to this Agreement.  4.4Notification
to Lenders of receipt of Drawdown Notice.The
Agent shall promptly notify the Lenders it has received a Drawdown Notice and
the Agent shall inform each Lender of:  (a)the amount of the Advance and
the Drawdown Date;  (b)the amount of that Lenders
participation in the Advance; and  (c)the duration of the first
Interest Period relative to such Advance.  4.5Drawdown
Notice irrevocable.A Drawdown
Notice must be signed by a duly authorised person on behalf of the Borrower;
and once served, a Drawdown Notice  23


cannot be revoked without the prior consent
of the Agent, acting with the authorisation of the Majority Lenders.  4.6Lenders
to make available Contributions.Subject to the provisions of this Agreement, each Lender shall, on and
with value on each Drawdown Date, make available to the Agent for the account
of the Borrower the amount due from that Lender on that Drawdown Date under
Clause 2.2.  4.7Disbursement
of Advance.Subject to the provisions of
this Agreement, the Agent shall, on and with value on each Drawdown Date, pay
to the Borrower the amounts which the Agent receives from the Lenders under
Clause 4.6 and that payment to the Borrower shall be made to the account of the
Builder which the Borrower specifies in the relevant Drawdown Notice.  4.8Disbursement
of Advance to third party.The payment
by the Agent under Clause 4.7 to the Builder shall constitute the making of the
Advance and the Borrower shall thereupon become indebted, as principal and
direct obligor, to the Lenders in an amount equal to that Advance.  5INTEREST  5.1Payment
of normal interest.Subject to the
provisions of this Agreement, interest on each Advance, each Tranche or the
Loan in respect of each Interest Period shall be paid by the Borrower on the
last day of that Interest Period.  5.2Normal
rate of interest.Subject to the
provisions of this Agreement, the rate of interest on each Advance or, as the
case may be, the Loan in respect of an Interest Period shall be the aggregate
of (a) the Margin, (b) the Mandatory Cost Rate (c) LIBOR and (d) if
a Lender (the Affected Lender)
notifies the Agent at least 1 Business Day before the start of the relevant
Interest Period that its Lenders Cost of Funding exceeds LIBOR fixed by the
Agent during the Interest Period in the London Interbank Market at or about
11.00 a.m. (London time) on the Quotation Date for the Interest Period,
additionally in respect of the Affected Lenders Contribution, the LIBOR Correction
Rate applicable to that Lender for the Interest Period.  5.3Payment
of accrued interest.In the case of
an Interest Period longer than 3 months, accrued interest shall be paid every 3
months during that Interest Period and on the last day of that Interest Period.  5.4Notification
of Interest Periods and rates of normal interest.The Agent shall notify the Borrower and each
Lender of:  (a)each rate of interest; and  (b)the duration of each Interest
Period;  as soon as reasonably practicable after
each is determined.  5.5Obligation
of Reference Bank to quote.Each Lender
which is the Reference Bank shall use all reasonable efforts to supply any
quotation required of it for the purposes of fixing a rate of interest under
this Agreement.  5.6Absence
of quotations by Reference Bank.If
the Reference Bank fails to supply a quotation when required, the Agent shall
determine the relevant rate of interest in accordance with the following
provisions of this Clause 5.  5.7Market
disruption.The following provisions of
this Clause 5 apply if:  24


(a)no Screen Rate is available
for an Interest Period and the Reference Bank does not, before 1.00 p.m.
(London time) on the Quotation Date for an Interest Period, provide quotations
to the Agent in order to fix LIBOR; or  (b)at least 1 Business Day before
the start of an Interest Period, the Agent is notified by a Lender (the Affected Lender) that for any reason it is unable to obtain
Dollars in the London Interbank Market or in another way in order to fund its
Contribution (or any part of it) during the Interest Period.  5.8Notification
of market disruption.The Agent
shall promptly notify the Borrower and each of the Lenders stating the
circumstances falling within Clause 5.7 which have caused its notice to be
given.  5.9Suspension
of drawdown.If the Agents notice under
Clause 5.8 is served on the Borrower before an Advance is made:  (a)in a case falling within
paragraph (a) of Clause 5.7, the Lenders obligation to make, and the
Borrowers obligation to borrow, that Advance shall be suspended while the
circumstances referred to in the Agents notice continue and the provisions of
Clause 5.10 shall apply;  (b)in a case falling within
paragraph (b) of Clause 5.7, the Affected Lenders obligation to
participate in the Advance shall be suspended while the circumstances referred
to in the Agents notice continue.  5.10Negotiation
of alternative rate of interest.  If the Agents
notice under Clause 5.8 is served on the Borrower after an Advance is made:  (a)in a case falling within
paragraph (a) or (c) of Clause 5.7, the Borrower, the Agent and the
Lenders or (as the case may be) the Affected Lender shall use reasonable
endeavours to agree, within the 30 days after the date on which the Agent
serves its notice under Clause 5.8 (the Negotiation Period),
an alternative interest rate or (as the case may be) an alternative basis for
the Lenders or (as the case may be) the Affected Lender to fund or continue to
fund their or its Contribution during the Interest Period concerned.;  (b)in a case falling within
paragraph (b) of Clause 5.7, the interest rate applicable to the Affected
Lenders Contribution during the Interest Period concerned shall be the
aggregate of (i) the Margin, (ii) the Mandatory Cost Rate and (iii) its
Lenders Cost of Funding for the applicable Interest Period.  5.11Application
of agreed alternative rate of interest.Any
alternative interest rate or an alternative basis which is agreed during the
Negotiation Period shall take effect in accordance with the terms agreed.  5.12Alternative
rate of interest in absence of agreement.  If
an alternative interest rate or alternative basis is not agreed within the
Negotiation Period, and the relevant circumstances are continuing at the end of
the Negotiation Period, then the Agent shall, with the agreement of each Lender
or (as the case may be) the Affected Lender, set an interest period and
interest rate representing the cost of funding of the Lenders or (as the case
may be) the Affected Lender in Dollars or in any available currency of their or
its Contribution plus the Margin; and the procedure provided for by this Clause
5.12 shall be repeated if the relevant circumstances are continuing at the end
of the interest period so set by the Agent.  5.13Notice of
prepayment.If the Borrower does not agree
with an interest rate set by the Agent under Clause 5.2 or Clause 5.12, the
Borrower may give the Agent not less than 15 Business Days notice of its intention
to prepay.  25


5.14Prepayment;
termination of Commitments.  A notice
under Clause 5.13 shall be irrevocable if served 3 Business Days before
payment; the Agent shall promptly notify the Lenders or (as the case may
require) the Affected Lender of the Borrowers notice of intended prepayment;
and:  (a)on the date on which the Agent
serves that notice, the Total Commitments or (as the case may require) the
Commitment of the Affected Lender shall be cancelled; and  (b)on the date specified in its
notice of intended prepayment, the Borrower shall prepay (without premium or
penalty) the Loan or, as the case may be, the Affected Lenders Contribution,
together with accrued interest thereon at the applicable rate plus the Margin
and, if applicable, the LIBOR Correction Rate or, as the case may be, its
Lenders Cost of Funding and, if the prepayment or repayment is not made on the
last Business Day of the interest period set by the Agent, any sums payable under
Clause 21.1(b).  5.15Application
of prepayment.The provisions of Clause 8
shall apply in relation to the prepayment.  5.16Early
indication of LIBOR Correction Rate.The Borrower may, at any time
falling at least 4 Business Days before the commencement of an Interest Period,
request that the Agent provide it with indicative quotations of the then
current interest rates applicable for periods selected by the Borrower equal in
duration to those referred to in Clause 6.2(a) as well as the funding costs
of the Lenders for an identical period. The Agent shall use reasonable
endeavours to obtain such quotations and the funding costs of the Lenders and
shall subsequently advise the Borrower if (and to what extent) the funding
costs of any Lender exceed the indicative interest rate quotations.  6INTEREST
PERIODS  6.1Commencement
of Interest Periods.The first
Interest Period applicable to an Advance, a Tranche or, as the case may be, the
Loan shall commence on the relevant Drawdown Date and each subsequent Interest
Period shall commence on the expiry of the preceding Interest Period.  6.2Duration
of normal Interest Periods.Subject to
Clauses 6.3 and 6.4, each Interest Period in respect of each Advance shall be:  (a)3, 6, 9 or 12 months as
notified by the Borrower to the Agent not later than 11.00 a.m. (Hamburg
time) 3 Business Days before the commencement of the Interest Period;  (b)in the case of the first
Interest Period applicable to the second and any subsequent Advance of a
Tranche, a period ending on the last day of the then current Interest Period
applicable to such Tranche, whereupon all of the Advances in respect of such
Tranche shall be consolidated and treated as a single advance;  (c)in the case of the first
Interest Period applicable to the second and any subsequent Tranche, a period
ending on the last day of the then current Interest Period applicable to the
first Tranche, whereupon all of the Tranches shall be consolidated and treated
as a single tranche;  (d)3 months, if the Borrower fails
to notify the Agent by the time specified in paragraph (a) above; or  (e)such other period as the Agent
may, with the authorisation of all the Lenders, agree with the Borrower.  26


6.3Duration
of Interest Periods for repayment instalments.In
respect of an amount due to be repaid under Clause 8 on a particular Repayment
Date, an Interest Period in relation to the relevant Tranche shall end on that
Repayment Date.  6.4Non-availability
of matching deposits for Interest Period selected.If, after the Borrower has selected (and the
Lenders have agreed) an Interest Period longer than 6 months, any Lender
notifies the Agent by 11.00 a.m. (Hamburg time) on the second Business Day
before the commencement of the Interest Period that it is not satisfied that
deposits in Dollars for a period equal to the Interest Period will be available
to it in the London Interbank Market when the Interest Period commences, the
Interest Period shall be of 6 months.  7DEFAULT INTEREST  7.1Payment
of default interest on overdue amounts.The
Borrower shall pay interest in accordance with the following provisions of this
Clause 7 on any amount payable by the Borrower under any Finance Document which
the Agent, the Security Trustee or any other designated payee, does not receive
on or before the relevant date, that is:  (a)the date on which the Finance
Documents provide that such amount is due for payment; or  (b)if a Finance Document provides
that such amount is payable on demand, the date on which the demand is served;
or  (c)if such amount has become
immediately due and payable under Clause 19.4, the date on which it became
immediately due and payable.  7.2Default
rate of interest.Interest shall
accrue on an overdue amount from (and including) the relevant date until the
date of actual payment (as well after as before judgment) at the rate per annum
determined by the Agent to be 2 per cent. above:  (a)in the case of an overdue
amount of principal, the higher of the rates set out at paragraphs (a) and
(b) of Clause 7.3; or  (b)in the case of any other
overdue amount, the rate set out at paragraph (b) of Clause 7.3.  7.3Calculation
of default rate of interest.The rates
referred to in Clause 7.2 are:  (a)the rate applicable to the
overdue principal amount immediately prior to the relevant date (but only for
any unexpired part of any then current Interest Period);  (b)the aggregate of the Mandatory
Cost (if any) and the Margin plus, in respect of successive periods of any duration
(including at call) up to 3 months which the Agent may select from time to
time:  (i)LIBOR plus (if applicable) the
Libor Correction Rate; or  (ii)if the Agent (after
consultation with all the Lenders) determines that Dollar deposits for any such
period are not being made available to any Lender by leading banks in the
London Interbank Market in the ordinary course of business, a rate from time to
time determined by the Agent by reference to the cost of funds to the Agent
from such other sources as the Agent (after consultation with all the Lenders)
may from time to time determine.  7.4Notification
of interest periods and default rates.The
Agent shall promptly notify the Lenders and the Borrower of each interest rate
determined by the Agent under Clause 7.3 and of each period selected by the
Agent for the purposes of paragraph (b) of that Clause;  27


but this shall not be taken to imply that
the Borrower is liable to pay such interest only with effect from the date of
the Agents notification.  7.5Payment
of accrued default interest.Subject to the
other provisions of this Agreement, any interest due under this Clause shall be
paid on the last day of the period by reference to which it was determined and
the payment shall be made to the Agent for the account of the Creditor Party to
which the overdue amount is due.  7.6Compounding
of default interest.Any such
interest which is not paid at the end of the period by reference to which it
was determined shall thereupon be compounded.  7.7Application
to Master Agreements.For the
avoidance of doubt, this Clause 7 does not apply to any amount payable under a
Master Agreement in respect of any continuing Designated Transaction as to
which section 2(e) (Default Interest; Other Amounts) of that Master
Agreement shall apply.  8REPAYMENT
AND PREPAYMENT  8.1Amount of
repayment instalments.The Borrower
shall repay the Loan by 20 equal consecutive semi-annual instalments of
$8,800,000 each and by a balloon instalment of $123,000,000 (the Balloon Instalment)  Provided  thatif the
amount of the Loan drawndown hereunder is less than $299,000,000, each of the
repayment instalments and the Balloon Instalment shall be reduced pro rata by
an amount in aggregate equal to the undrawn balance.  8.2Repayment
Date and Consolidation of Tranches.  (a)The first instalment shall be
repaid on 30 December 2011 (or if the Ships (or any of them) have been
delivered to the Owners prior to their scheduled delivery dates, on such
earlier date as the Agent (with the authorisation of the Lenders) may notify to
the Borrower in writing and the last instalment, together with the Balloon
Instalment, shall be paid on the earlier of (i) the date falling on the
tenth anniversary of the final Drawdown Date, (ii) 30 June 2021 and (iii) if
the Ships (or any of them), are delivered to the Owners prior to their
scheduled delivery dates, such date as the Agent (with the authorisation of the
Lenders) may notify to the Borrower in writing.  (b)On the Drawdown Date in
respect of the Advance which is used to finance (inter alia) the delivery
instalment of the last of the Ships to be delivered to its Owner pursuant to
the relevant Shipbuilding Contract (following the drawing of that Advance by the
Borrower) all then outstanding Tranches shall be consolidated into a single
Tranche.  8.3Final
Repayment Date.On the final
Repayment Date, the Borrower shall additionally pay to the Agent for the
account of the Creditor Parties all other sums then accrued or owing under any
Finance Document.  8.4Voluntary
prepayment.Subject to the following
conditions, the Borrower may prepay the whole or any part of the Loan on the
last day of an Interest Period in respect thereof.  8.5Conditions
for voluntary prepayment.The conditions
referred to in Clause 8.4 are that:  (a)a partial prepayment shall be
$1,000,000 or a multiple thereof;  (b)the Agent has received from
the Borrower at least 15 days prior written notice specifying the amount to be
prepaid and the date on which the prepayment is to be made; and  28


(c)the Borrower has provided
evidence satisfactory to the Agent that any consent required by the Borrower in
connection with the prepayment has been obtained and remains in force.  8.6Effect of
notice of prepayment.A prepayment
notice may not be withdrawn or amended without the consent of the Agent, given
with the authorisation of the Majority Lenders, and the amount specified in the
prepayment notice shall become due and payable by the Borrower on the date for
prepayment specified in the prepayment notice.  8.7Mandatory
prepayment.The Borrower shall be obliged
to prepay the Relevant Amount:  (a)if a Ship is sold or becomes a
Total Loss:  (i)in the case of a sale, on or
before the date on which the sale is completed by delivery of that Ship to the
buyer; or  (ii)in the case of a Total Loss,
on the earlier of the date falling 120 days after the Total Loss Date and the
date of receipt by the Security Trustee of the proceeds of insurance relating
to such Total Loss;  (b)if any of the following
occurs, on demand by the Agent:  (i)either a Shipbuilding Contract
or a Refund Guarantee is cancelled, terminated, rescinded or suspended or
otherwise ceases to remain in full force and effect for any reason; or  (ii)a Shipbuilding Contract is
amended or varied without the prior written consent of the Agent (such consent
not to be unreasonably withheld) except for any such amendment or variation as
is permitted by this Agreement or any other relevant Finance Document; or  (iii)a Ship has not for any reason
been delivered to, and accepted by, the relevant Owner under the Shipbuilding
Contract to which it is a party by the last day of the Availability Period applicable
to the Tranche which shall be used to part-finance or refinance that Ship.  In this Clause 8.7, Relevant
Amount means in the case of any prepayment made pursuant to:  (A)Clause 8.7(a), an amount equal
to the higher of (1) the Relevant Percentage of the Loan and (2) an
amount which, after giving credit for the amount of the prepayment made
pursuant to this Clause 8.7, results in the Security Cover Ratio being equal to
the Security Cover Ratio referred to in Clause 15.1; and  (B)Clause 8.7(b), an amount equal
to the Tranche which has been made available to finance or refinance the
acquisition of the Ship which is subject to the Shipbuilding Contract or the
Refund Guarantee in relation to which any of the events referred to in Clause
8.7 (b) has occurred.  In this Clause 8.7 Relevant
Percentage means the Market Value of the Ship which has been sold
or become a Total Loss expressed as a percentage of the Market Value of all
Ships then subject to a Mortgage, with the Market Value of each such Ship to be
determined on the date on which the Ship being sold or which has become a Total
Loss is actually sold or becomes a Total Loss.  8.8Amounts
payable on prepayment.A prepayment
shall be made together with accrued interest (and any other amount payable under
Clause 21 below or otherwise) in respect of  29


the amount prepaid and, if the prepayment
is not made on the last day of an Interest Period together with any sums
payable under Clause 21.1(b) but without premium or penalty.  8.9Application
of partial prepayment.Each partial
prepayment shall if made pursuant to:  (a)Clause 8.4 be applied in
inverse order of maturity first against the Balloon Instalment and thereafter
the repayment instalments specified in Clause 8.1 outstanding at that time;  (b)Clause 8.7(a) pro rata
against the repayment instalments and the Balloon Instalment specified in
Clause 8.1 outstanding at that time; and  (c)Clause 8.7(b), be applied in
fully repaying the Tranche applicable to the Ship which is the subject of the
Shipbuilding Contract or Refund Guarantee in relation to which any of the
events referred to in Clause 8.7(b) has occurred.  8.10No
reborrowing.  No amount prepaid may be
reborrowed.  8.11Unwindingof
Transactions.On or prior to any repayment or
prepayment under this Clause 8 (other than in the case of prepayment made
pursuant to Clause 8.4) or any other provision of this Agreement, the Borrower
shall either:  (a)unless otherwise agreed by the
Agent (acting with the authorisation of the Lenders), wholly or partially
reverse, offset, unwind or otherwise terminate one or more of the continuing
Designated Transactions so that the notional principal amount of the continuing
Designated Transactions thereafter remaining does not and will not in the
future exceed the amount of the Loan as reducing from time to time thereafter
pursuant to Clause 8.1; or  (b)provide the Security Trustee
or any of the other Creditor Parties with additional security in all respects
acceptable to the Lenders, to secure the amount determined by the Agent to be
equal to the difference between the notional principal amount of the continuing
Designated Transactions and the amount of the Loan as reducing from time to
time thereafter pursuant to Clause 8.1.  9CONDITIONS
PRECEDENT  9.1Documents,
fees and no default.Each Lenders
obligation to make an Advance is subject to the following conditions precedent:  (a)that on or before the date of
this Agreement, the Agent receives:  (i)the documents described in Part A
of Schedule 3 in a form and substance satisfactory to the Agent and its
lawyers; and  (ii)the arrangement fee referred
to in Clause 20.1;  (b)that, on or before the service
of the Drawdown Notice in respect of the first Advance of each Tranche (to
refinance or finance part of the first instalment payable pursuant to the
relevant Shipbuilding Contract), the Agent receives the documents described in Part B
of Schedule 3 in form and substance satisfactory to it and its lawyers;  (c)that, on or before the service
of the Drawdown Notice in respect of the second Advance of each Tranche (to
refinance or finance part of the steel-cutting instalment payable pursuant to
the relevant Shipbuilding Contract), the Agent receives the documents described
in Part C of Schedule 3 in form and substance satisfactory to it and its
lawyers;  30


(d)that, on or before the service
of the Drawdown Notice in respect of the third Advance of each Tranche (to
refinance or finance part of the keel-laying instalment payable pursuant to the
relevant Shipbuilding Contract), the Agent receives the documents described in Part D
of Schedule 3 in form and substance satisfactory to it and its lawyers;  (e)that, on or before the service
of the Drawdown Notice in respect of the fourth Advance of Tranche C and D (to
refinance or finance part of the launching instalment payable pursuant to the
relevant Shipbuilding Contract), the Agent receives the documents described in Part E
of Schedule 3 in form and substance satisfactory to it and its lawyers;  (f)that, on or before the
Drawdown Date in respect of the final Advance of each Tranche (to finance part
of the delivery instalment payable pursuant to the relevant Shipbuilding
Contract) the Agent receives the documents described in Part F of Schedule
3 in form and substance satisfactory to it and its lawyers (other than the
documents referred to in paragraphs (a), (b), (c), (e) and (f) in Part F
of Schedule 3 which the Agent shall receive on the Delivery Date of the Ship
financed by that Advance);  (g)that, on or before the service
of each Drawdown Notice, the Agent receives any accrued (but unpaid) commitment
fee payable pursuant to Clause 20.1(b) and has received payment of the
expenses referred to in Clause 20.2;  (h)that both at the date of each
Drawdown Notice and at each Drawdown Date:  (i)no Event of Default or
Potential Event of Default has occurred and is continuing or would result from
the borrowing of the relevant Advance; and  (ii)the representations and
warranties in Clause 10 and those of the Borrower or any Security Party which
are set out in the other Finance Documents would be true and not misleading if
repeated on each of those dates with reference to the circumstances then
existing; and  (iii)none of the circumstances
contemplated by Clause 5.7 has occurred and is continuing;  (iv)there has been no material
adverse change in the financial position, state of affairs or prospects of the
Borrower or any Security Party in the light of which the Agent considers that
there is a significant risk that the Borrower or any Security Party is, or will
later become, unable to discharge its liabilities under the Finance Documents
to which it is a party as they fall due; and  (i)that, if the ratio set out in
Clause 15.1 were applied immediately following the making of an Advance which
will be used in financing (inter alia) the delivery instalment payable pursuant
the Shipbuilding Contract for a Ship, the Borrower would not be obliged to
provide additional security or prepay part of the Loan under that Clause; and  (j)that the Agent has received,
and found to be acceptable to it, any further opinions, consents, agreements
and documents in connection with the Finance Documents which the Agent may,
with the authorisation of the Majority Lenders, may request by notice to the
Borrower prior to the relevant Drawdown Date.  9.2Waiver of
conditions precedent.If the
Majority Lenders at their discretion, permit an Advance to be borrowed before
certain of the conditions referred to in Clause 9.1 are satisfied, the Borrower
shall ensure that those conditions are satisfied within 5 Business Days after
the relevant Drawdown Date (or such other period as the Agent, with the
authorisation of the Majority Lenders, specifies).  31


10REPRESENTATIONS
AND WARRANTIES  10.1General.The Borrower represents and warrants to each
Creditor Party as follows.  10.2Status.The Borrower is a corporation incorporated in
and validly existing and in good standing under the laws of the Republic of the
Marshall Islands.  10.3Share
capital and ownership.The Borrower
has an authorised share capital divided into 205,000,000 shares of $0.01 each
divided into 200,000,000 shares of common stock and 5,000,000 shares of
preferred stock.  The Borrower is the
indirect and ultimate owner of all of the issued share capital of each Owner.  10.4Corporate
power.The Borrower (or in the case of paragraphs (a) and
(b), each Owner) has the corporate capacity, and has taken all corporate action
and obtained all consents necessary for it:  (a)to execute its Shipbuilding
Contract, to purchase and pay for its Ship under the relevant Shipbuilding
Contract and register its Ship in its name under an Approved Flag;  (b)to enter into, and perform its
obligations under, the Charterparty to which it is a party;  (c)to execute the Finance
Documents to which the Borrower is a party; and  (d)to borrow under this
Agreement, to enter into Designated Transactions under each Master Agreement
and to make all the payments contemplated by, and to comply with, those Finance
Documents to which the Borrower is a party.  10.5Consents
in force.All the consents referred to in Clause 10.4
remain in force and nothing has occurred which makes any of them liable to
revocation.  10.6Legal
validity; effective Security Interests.The
Finance Documents to which the Borrower is a party, do now or, as the case may
be, will, upon execution and delivery (and, where applicable, registration as
provided for in the Finance Documents):  (a)constitute the Borrowers
legal, valid and binding obligations enforceable against the Borrower in
accordance with their respective terms; and  (b)create legal, valid and
binding Security Interests enforceable in accordance with their respective
terms over all the assets to which they, by their terms, relate,  subject to any
relevant insolvency laws affecting creditors rights generally.  10.7No third
party Security Interests.Without
limiting the generality of Clause 10.6, at the time of the execution and
delivery of each Finance Document to which the Borrower is a party:  (a)the Borrower will have the
right to create all the Security Interests which that Finance Document purports
to create; and  (b)no third party will have any
Security Interest (except for Permitted Security Interests) or any other
interest, right or claim over, in or in relation to any asset to which any such
Security Interest, by its terms, relates.  10.8No
conflicts.The execution by the Borrower
of each Finance Document to which it is a party, the borrowing by the Borrower
of the Loan, and its compliance with each Finance Document to which it is a
party will not involve or lead to a contravention of:  (a)any law or regulation; or  32


(b)the constitutional documents
of the Borrower; or  (c)any contractual or other
obligation or restriction which is binding on the Borrower or any of its
assets.  10.9No
withholding taxes.All payments
which the Borrower is liable to make under the Finance Documents to which it is
a party may be made without deduction or withholding for or on account of any
tax payable under any law of any Pertinent Jurisdiction.  10.10No
default.No Event of Default or Potential Event of
Default has occurred and is continuing.  10.11Information.All information which has been provided in
writing by or on behalf of the Borrower or any Security Party to any Creditor
Party in connection with any Finance Document satisfied the requirements of
Clause 11.5.  10.12No
litigation.No legal or administrative
action involving the Borrower has been commenced or taken or, to the Borrowers
knowledge, is likely to be commenced or taken which, in either case, would be
likely to have a material adverse effect on the Borrowers ability to satisfy
and discharge in a timely manner any of its liabilities or obligations under
any Finance Document.  10.13Validity
and completeness of Shipbuilding Contracts.  (a)The copies of the Shipbuilding
Contracts delivered to the Agent before the date of this Agreement are true and
complete copies;  (b)each Shipbuilding Contract
constitutes valid, binding and enforceable obligations of the relevant Builder
and the relevant Owner respectively in accordance with its terms; and  (c)other than those amendments
and additions to any of the Shipbuilding Contracts disclosed to the Agent
before the date of this Agreement, no amendments or additions to any of the
Shipbuilding Contracts have been agreed nor has any Owner or the relevant
Builder waived any of their respective rights under the Shipbuilding Contracts.  10.14No
rebates etc.There is no agreement or
understanding to allow or pay any rebate, premium, commission, discount or
other benefit or payment (howsoever described) to the Owners, the Builders or
any third party in connection with the purchase by each Owner of the Ship to be
owned by it, other than as disclosed to the Agent in writing on or prior to the
date of this Agreement.  10.15Taxes
paid.The Borrower has paid all taxes applicable
to, or imposed on or in relation to the Borrower and its business.  10.16Compliance
with certain undertakings.  At the date
of this Agreement, the Borrower is in compliance with Clauses 11.2, 11.4, 11.9
and 11.12.  10.17ISM Code
and ISPS Code compliance.All
requirements of the ISM Code and the ISPS Code as they relate to the Borrower,
any Owner, the Approved Manager, Yang Ming and any Ship have been complied
with.  10.18No money
laundering.Without prejudice to the
generality of Clause 4.3, in relation to the borrowing by the Borrower of the
Loan, the performance and discharge of its obligations and liabilities under
the Finance Documents, and the transactions and other arrangements effected or
contemplated by the Finance Documents to which the Borrower is a party, the
Borrower confirms that it is acting for its own account and that the foregoing
will not involve or lead to contravention of any law, official requirement or
other regulatory measure or procedure implemented to combat money laundering
(as  33


defined in Article 1 of the Directive
(91/308/EEC) of the Council of the European Communities).  11GENERAL
UNDERTAKINGS  11.1General.The Borrower undertakes with each Creditor
Party to comply with the following provisions of this Clause 11 at all times during
the Security Period except as the Agent may, with the authorisation of the
Majority Lenders, otherwise permit.  11.2Title;
negative pledge and pari passu ranking.The Borrower will:  (a)indirectly hold the entire
beneficial interest in each Owner free from all Security Interests and other
interests and rights of every kind, except for those created by the Finance
Documents;  (b)not create or permit to arise
any Security Interest over any other asset, present or future (including, but
not limited to, the Borrowers rights against each Swap Bank under a Master
Agreement or all or any part of the Borrowers interest in any amount payable
to the Borrower by a Swap Bank under a Master Agreement) other than in the
normal course of its business of acquiring, financing and operating vessels;
and  (c)procure that its liabilities
under the Finance Documents to which it is a party do and will rank at least
pari passu with all its other present and future unsecured liabilities, except
for liabilities which are mandatorily preferred by law.  11.3No
disposal of assets.The Borrower
will not transfer, lease or otherwise dispose of:  (a)all or a substantial part of
its assets (including without limitation, the shares of the Owners), whether by
one transaction or a number of transactions, whether related or not; or  (b)any debt payable to it or any
other right (present, future or contingent) to receive a payment, including any
right to damages or compensation,  if such transfer, lease or disposal results
in a reduction of the Market Value Adjusted Total Assets (as determined on the
date of this Agreement) by at least 50 per cent. (in all other circumstances
the Borrower shall be deemed to have complied with its obligations under this
Clause 11.3 by providing the Agent with prior written notice of its decision to
transfer, lease or otherwise dispose of its assets as aforesaid).  11.4No other
liabilities or obligations to be incurred.The Borrower will not, and will procure
that none of the Owners will, incur any liability or obligation except
liabilities and obligations:  (a)under the Finance Documents
and the Shipbuilding Contract to which each is a party;  (b)under the Master Agreements
(but in such case only in connection with Designated Transactions);  (c)incurred, in the case of each
Owner, in the normal course of its business of operating its Ship; and  (d)incurred, in the case of the
Borrower, in the normal course of its business of acquiring and financing
vessels through its wholly-owned subsidiaries.  11.5Information
provided to be accurate.All financial
and other information which is provided in writing by or on behalf of the
Borrower under or in connection with any  34


Finance Document will be true and not
misleading and will not omit any material fact or consideration.  11.6Provision
of financial statements.The Borrower will send to the Agent:  (a)as soon as possible, but in no
event later than 180 days after the end of each Financial Year of the Borrower
(commencing with the Financial Year ending 31 December 2008), the audited
consolidated accounts of the Borrowers Group for that Financial Year and the
audited individual accounts of the Borrower for that Financial Year; and  (b)as soon as possible, but in no
event later than 90 days after the end of each semi-annual period in each
Financial Year of the Borrower ending on 30 June and 31 December, the
unaudited consolidated accounts of the Borrowers Group for that semi-annual
period.  The Agent will consider that the Borrower has
fulfilled its obligations under this Clause 11.6 if the Borrower has filed its
accounts with the Securities Exchange Commission (SEC) within the time periods
specified in this Clause 11.6.  11.7Form of
financial statements.All accounts
(audited and unaudited) delivered under Clause 11.6 will:  (a)be prepared in accordance with
all applicable laws and USGAAP consistently applied;  (b)give a true and fair view of
the state of affairs of the Borrower or (as the case may be) the Borrowers
Group at the date of those accounts and of its profit for the period to which
those accounts relate; and  (c)fully disclose or provide for
all significant liabilities of the Borrower or (as the case may be) the
Borrowers Group.  11.8Shareholder
and creditor notices.The Borrower will send the Agent, at the same time as
they are despatched, copies of all documents which are despatched:  (a)to the Borrowers creditors
generally;  (b)if there is no Event of
Default, to its shareholders (or any class of them) which the Borrower is
required to despatch by law; and  (c)if there is an Event of
Default which is continuing, all documents despatched by the Borrower to its
shareholders (or any class of them).  11.9Consents.The Borrower will maintain in force and
promptly obtain or renew (or, as the case may be, will procure that there is
maintained in force and promptly obtained or renewed), and will promptly send
certified copies to the Agent of, all consents required:  (a)for the Borrower and each
Owner to perform its obligations under any Finance Document to which it is a
party;  (b)for the validity or
enforceability of any Finance Document to which it is a party; and  (c)for each Owner to continue to
own and operate the Ship owned by it,  and the Borrower will comply (or procure
compliance) with the terms of all such consents.  11.10Maintenance
of Security Interests.The Borrower will:  35


(a)at its own cost, do all that
it reasonably can to ensure that any Finance Document validly creates the
obligations and the Security Interests which it purports to create; and  (b)without limiting the
generality of paragraph (a) at its own cost, promptly register, file,
record or enrol any Finance Document with any court or authority in Malta,
Greece, or Cyprus or such other jurisdiction which the Lenders may reasonably
require (including, without limitation, any Approved Flag State if at the
relevant time a Ship is registered under the laws of such Approved Flag State),
pay any stamp, registration or similar tax in any such country in respect of
any Finance Document, give any notice or take any other step which, in the
opinion of the Majority Lenders, is or has become necessary or desirable for
any Finance Document to be valid, enforceable or admissible in evidence or to
ensure or protect the priority of any Security Interest which it creates.  11.11Notification
of litigation.The Borrower will provide the
Agent with details of any legal or administrative action involving the
Borrower, any Security Party, the Approved Manager or the Ships, their Earnings
or their Insurances as soon as such action is instituted or it becomes apparent
to that Borrower that it is likely to be instituted, unless it is clear that
the legal or administrative action cannot be considered material in the context
of any Finance Document.  11.12Principal
place of business.The Borrower
will maintain its place of business, and keep its corporate documents and
records, at the address stated at Clause 28.2(a) and the Borrower will not
establish, nor do anything as a result of which it would be deemed to have, a
place of business in any other country.  11.13Confirmation
of no default.The Borrower will, within 3
Business Days after service by the Agent of a written request, serve on the
Agent a notice which is signed by an authorised officer of the Borrower and
which:  (a)states that no Event of
Default or Potential Event of Default has occurred; or  (b)states that no Event of
Default or Potential Event of Default has occurred, except for a specified
event or matter, of which all material details are given,  The Agent may serve
requests under this Clause 11.13 from time to time;  this Clause 11.13 does not affect the
Borrowers obligations under Clause 11.14.  11.14Notification
of default.The Borrower will notify the
Agent as soon as the Borrower becomes aware of:  (a)the occurrence of an Event of
Default or a Potential Event of Default; or  (b)any matter which indicates
that an Event of Default or a Potential Event of Default may have occurred,  and will thereafter
keep the Agent fully up-to-date with all developments.  11.15Provision
of further information.The Borrower
will, as soon as practicable after receiving the request, provide the Agent
with any additional financial or other information relating:  (a)to the Borrower, the Ships,
their Insurances, their Earnings or the Owners; or  (b)any other matter relevant to,
or to any provision of, a Finance Document, which in each case may be requested
by the Agent or the Security Trustee (through the Agent) by any Lender at any
time.  36


11.16No
amendment to the Shipbuilding Contracts.The
Borrower will ensure that no Owner shall agree to any material amendment or
supplement to, or waive or fail to enforce, a Shipbuilding Contract to which
such Owner is a party to or any of its provisions.  11.17Purchase of
further tonnage.The Borrower
shall procure that no Owner shall purchase any vessel other than the Ships.  11.18Know your
customer requirements.The Borrower
shall provide to the Agent such documentation and evidence as may be required
by any Lender from time to time to comply with applicable law and regulations
and its own internal guidelines in relation to the opening of bank accounts and
the identification of its customers.  11.19Provision
of copies and translation of documents.The Borrower will supply the Agent with a
sufficient number of copies of the documents referred to above to provide 1
copy for each Creditor Party; and if the Agent so requires in respect of any of
those documents, the Borrower will provide a certified English translation
prepared by a translator approved by the Agent.  11.20Tax Lease
Structure.The Borrower may place any Ship
subject to a Mortgage within a tax lease structure, with the prior written
consent of the Lenders (such consent not to be unreasonably withheld) which
shall be subject to, without limitation:  (a)the security position of the
Creditor Parties in the tax lease structure being no worse than that envisaged
by this Agreement;  (b)the Creditor Parties being
able from a legal and regulatory perspective to participate in the tax lease
structure;  (c)the profitability of the
Creditor Parties not decreasing or deteriorating as a result of the tax lease
structure; and  (d)a requirement that the
Borrower pay an administration fee to the Agent (for the account of the
Creditor Parties) in a reasonable amount to be agreed between the Borrower and
the Agent (acting with the authorisation of the Lenders) to compensate the
Creditor Parties for all additional work which will be required to implement
the tax lease structure.  12CORPORATE
UNDERTAKINGS  12.1General.The Borrower also undertakes with each
Creditor Party to comply with the following provisions of this Clause 12 at all
times during the Security Period except as the Agent may, with the
authorisation of the Majority Lenders, may otherwise permit (such permission
not to be unreasonably withheld in the case of Clause 12.3(e)).  12.2Maintenance
of status.The Borrower will maintain its
separate corporate existence and remain in good standing under the laws of the
Marshall Islands.  12.3Negative
undertakings.The Borrower will not:  (a)change the nature of its
business; or  (b)pay any dividend or make any
other form of distribution at any time when an Event of Default or a Potential
Event of Default has occurred and is continuing or will result from the payment
of any dividend or the making of any other form of distribution; or  37


(c)effect any form of redemption,
purchase or return of share capital at any time when an Event of Default or a
Potential Event of Default has occurred or is continuing or will result from
any form of redemption, purchase or return of share capital; or  (d)provide any form of credit or
financial assistance to:  (i)a person who is directly or
indirectly interested in the Borrowers share or loan capital; or  (ii)any company in or with which
such a person is directly or indirectly interested or connected,  or enter into any transaction with or
involving such a person or company on terms which are, in any respect, less
favourable to the Borrower than those which it could obtain in a bargain made
at arms length Provided that this
shall not prevent or restrict the Borrower from on-lending the Loan to the
Owners; or  (e)enter into any form of
amalgamation, merger or de-merger or any form of reconstruction or reorganisation;
or  (f)cause the shares of the
Borrower to cease to be listed on the New York Stock Exchange.  12.4Subordination
of rights of Borrower.All rights
which the Borrower at any time has (whether in respect of the on-lending of the
Loan or any other transaction) against any Owner or their assets shall be fully
subordinated to the rights of the Creditor Parties under the Finance
Documents;  and in particular, the
Borrower shall not during the Security Period:  (a)claim, or in a bankruptcy of
any Owner prove for, any amount payable to the Borrower by any Owner, whether
in respect of this or any other transaction;  (b)take or enforce any Security
Interest for any such amount; or  (c)claim to set-off any such
amount against any amount payable by the Borrower to any Owner.  12.5Financial
Covenants.The Borrower shall ensure that
at all times:  (a)the ratio of Total Liabilities
(after deducting all Cash and Cash Equivalents) to Market Value Adjusted Total
Assets (after deducting all Cash and Cash Equivalents) shall not exceed 0.7:1;  (b)the aggregate of all Cash and
Cash Equivalents shall be not less than $30,000,000;  (c)the Interest Coverage Ratio
shall not be less than 2.5:1;  (d)the Market Value Adjusted Net
Worth of the Borrowers Group shall not be less than $400,000,000;  (e)the Book Net Worth of the
Borrowers Group shall not be less than $250,000,000; and  (f)the Market Value Adjusted Net
Worth of the Borrowers Group shall not be less than 30 per cent. of the Market
Value Adjusted Total Assets.  12.6Compliance
check.Compliance with the undertakings contained in
Clause 12.5 shall be determined in each Financial Year:  38


(a)at the time the Agent receives
the Applicable Accounts of the Borrowers Group for the first 6-month period of
the Borrowers Group in each Financial Year (pursuant to Clause 11.6(b)), by
reference to the unaudited Applicable Accounts for the first two financial
quarters in the relevant Financial Year and, in the case of the second 6-month
period, by reference to the audited Applicable Accounts of the Borrowers Group
in each Financial Year; and  (b)at any other time as the Agent
may reasonably request by reference to such evidence as the Lenders may require
to determine and calculate the financial covenants referred to in Clause 12.5.  At the same time as it delivers the
Applicable Accounts referred to in this Clause 12.6, the Borrower shall deliver
to the Agent a certificate in the form set out in Schedule 6 demonstrating its
compliance (or not, as the case may be) with the provisions of Clause 12.5
signed by the chief financial officer or, in his absence, any other officer of
the Borrower.  12.7Maintenance of ownership
of Owners.The Borrower shall remain the
ultimate legal and beneficial owner of the entire issued and allotted share
capital of each Owner free from any Security Interest.  12.8Amendments to financial
covenants.If at any time the Borrower
agrees with any other banks or financial institutions financial covenants which
are more advantageous to those banks or financial institutions than those set
out in Clause 12.5, the Borrower shall promptly notify the Agent and shall
enter into such documents as shall be requested by the Agent to amend and
supplement this Agreement in order to ensure that the same financial covenants
apply to this Agreement.  13INSURANCE  13.1General.The Borrower undertakes with each Creditor
Party to procure that each Owner will comply with the following provisions of
this Clause 13 at all times during the Security Period (after the Ship which is
owned or to be owned by that Owner has been delivered to it under the relevant
Shipbuilding Contract) except as the Agent may, with the authorisation of the
Majority Lenders, otherwise permit.  13.2Maintenance
of obligatory insurances.The Borrower
shall procure that each Owner shall keep the Ship owned by it insured at the
expense of that Owner against:  (a)fire and usual marine risks
for hull and machinery including excess risks; and  (b)war risks (including war
risks, P&I and terrorism); and  (c)protection and indemnity
risks; and  (d)any other risks against which
the Security Trustee considers, having regard to practices and other
circumstances prevailing at the relevant time, it would in the opinion of the
Security Trustee be reasonable for that Owner to insure and which are specified
by the Security Trustee by notice to that Owner.  13.3Terms of
obligatory insurances.The Borrower shall procure that each Owner shall
effect such insurances:  (a)in Dollars;  (b)in the case of fire and usual
marine risks and war risks, in an amount on an agreed value basis being at
least the greater of (i) the Market Value of the Ship owned by it and (ii) together
with any other Ship then subject to a Mortgage 120 per cent. of the Loan;  39


(c)in the case of oil pollution
liability risks, for an aggregate amount equal to the highest level of cover
from time to time available under basic protection and indemnity club entry and
in the international marine insurance market;  (d)in relation to protection and
indemnity risks in respect of the full tonnage of the Ship owned by it;  (e)on approved terms; and  (f)through approved brokers and
with approved insurance companies and/or underwriters or, in the case of war
risks and protection and indemnity risks, in approved war risks and protection
and indemnity risks associations.  13.4Further
protections for the Creditor Parties.In
addition to the terms set out in Clause 13.3, the Borrower shall procure that
the obligatory insurances shall:  (a)(except in relation to risks
referred to in Clause 13.2(c)) if the Security Trustee so requires name (or be
amended to name) the Security Trustee as additional named assured for its
rights and interests, warranted no operational interest and with full waiver of
rights of subrogation against the Security Trustee, but without the Security
Trustee thereby being liable to pay (but having the right to pay) premiums, calls
or other assessments in respect of such insurance;  (b)name the Security Trustee as
sole loss payee with such directions for payment as the Security Trustee may
specify;  (c)provide that all payments by
or on behalf of the insurers under the obligatory insurances to the Security
Trustee shall be made (other than in respect of premiums due in relation to the
Ships) without set-off, counterclaim or deductions or condition whatsoever;  (d)provide that such obligatory
insurances shall be primary without right of contribution from other insurances
which may be carried by the Security Trustee or any other Creditor Party; and  (e)provide that the Security
Trustee may make proof of loss if the Owners fail to do so.  13.5Renewal
of obligatory insurances.The Borrower
shall procure that each Owner shall:  (a)at least 21 days before the
expiry of any obligatory insurance affected by it:  (i)notify the Security Trustee of
the brokers (or other insurers) and any protection and indemnity or war risks
association through or with whom that Owner proposes to renew that insurance
and of the proposed terms of renewal; and  (ii)obtain the Security Trustees
approval to the matters referred to in paragraph (i) above;  (b)at least 14 days before the
expiry of any obligatory insurance effected by it, renew the insurance in
accordance with the Security Trustees approval pursuant to paragraph (a); and  (c)procure that the approved
brokers and/or the war risks and protection and indemnity associations with
which such a renewal is effected shall promptly after the renewal notify the
Security Trustee in writing of the terms and conditions of the renewal.  13.6Copies of
policies; letters of undertaking.The
Borrower shall procure that each Owner shall ensure that all approved brokers
provide the Security Trustee with pro forma copies of all policies relating to
the obligatory insurances which they effect or renew and of a  40


letter or letters of undertaking in a form
required by the Security Trustee and including undertakings by the approved
brokers that:  (a)they will have endorsed on
each policy, immediately upon issue, a loss payable clause and a notice of
assignment complying with the provisions of Clause 13.4;  (b)they will hold such policies,
and the benefit of such insurances, to the order of the Security Trustee in
accordance with the said loss payable clause;  (c)they will advise the Security
Trustee immediately of any material change to the terms of the obligatory
insurances;  (d)they will notify the Security
Trustee, not less than 14 days before the expiry of the obligatory insurances,
in the event of their not having received notice of renewal instructions from
that Owner or its agents and, in the event of their receiving instructions to
renew, they will promptly notify the Security Trustee of the terms of the
instructions; and  (e)they will not set off against
any sum recoverable in respect of a claim relating to the Ship owned by that
Owner under such obligatory insurances any premiums or other amounts due to
them or any other person whether in respect of that Ship or otherwise, they
waive any lien on the policies or, any sums received under them, which they
might have in respect of such premiums or other amounts, and they will not
cancel such obligatory insurances by reason of non-payment of such premiums or
other amounts, and will arrange for a separate policy to be issued in respect
of that Ship forthwith upon being so requested by the Security Trustee.  13.7Copies of
certificates of entry.The Borrower
shall procure that each Owner shall ensure that any protection and indemnity
and/or war risks associations in which the Ship owned by that Owner is entered
provides the Security Trustee with:  (a)a certified copy of the
certificate of entry for that Ship; and  (b)a letter or letters of
undertaking in such form as may be required by the Security Trustee; and  (c)where required to be issued
under the terms of insurance/indemnity provided by that Owners protection and
indemnity association, a certified copy of each United States of America voyage
quarterly declaration (or other similar document or documents) made by that
Owner in relation to its Ship in accordance with the requirements of such
protection and indemnity association; and  (d)a certified copy of each
certificate of financial responsibility for pollution by oil or other
Environmentally Sensitive Material issued by the relevant certifying authority
in relation to that Ship.  13.8Deposit
of original policies.The Borrower
shall procure that each Owner shall ensure that all policies relating to
obligatory insurances effected by it are deposited with the approved brokers
through which the insurances are effected or renewed.  13.9Payment
of premiums.The Borrower shall procure that
each Owner shall punctually pay all premiums or other sums payable in respect
of the obligatory insurances affected by it and produce all relevant receipts
when so required by the Security Trustee.  13.10Guarantees.The Borrower shall procure that each Owner
shall ensure that any guarantees required by a protection and indemnity or war
risks association are promptly issued and remain in full force and effect.  41


13.11Compliance
with terms of insurances.The Borrower
shall procure that no Owner does or omits to do (or permits to be done or not
to be done) any act or thing which would or might render any obligatory
insurance invalid, void, voidable or unenforceable or render any sum payable
thereunder repayable in whole or in part; and in particular:  (a)each Owner shall take all
necessary action and comply with all requirements which may from time to time
be applicable to the obligatory insurances, and (without limiting the
obligation contained in Clause 13.7(c) above) ensure that the obligatory
insurances are not made subject to any exclusions or qualifications to which
the Security Trustee has not given its prior approval;  (b)each Owner shall make any
changes relating to the classification or classification society or manager or
operator of the Ship owned by it unless approved where applicable by the
underwriters of the obligatory insurances;  (c)each Owner shall make all
quarterly or other voyage declarations which may be required by the protection
and indemnity risks association in which the Ship owned by it is entered to
maintain cover for trading to the United States of America and Exclusive
Economic Zone (as defined in the United States Oil Pollution Act 1990 or any
other applicable legislation); and  (d)no Owner shall employ the Ship
owned by it, nor shall allow it to be employed, otherwise than in conformity
with the terms and conditions of the obligatory insurances, without first
obtaining the consent of the insurers and complying with any requirements (as
to extra premium or otherwise) which the insurers specify.  13.12Alteration
to terms of insurances.The Borrower
shall procure that no Owner shall either make or agree to any alteration to the
terms of any obligatory insurance or waive any right relating to any obligatory
insurance.  13.13Settlement
of claims.The Borrower shall procure that
no Owner shall settle, compromise or abandon any claim under any obligatory
insurance for Total Loss or (subject as herein provided) for a Major Casualty,
and shall do all things necessary and provide all documents, evidence and
information to enable the Security Trustee to collect or recover any moneys
which at any time become payable in respect of the obligatory insurances.  13.14Provision
of copies of communications.If the
Security Trustee shall so request in respect of an Owner, the Borrower shall
procure that that Owner shall provide the Security Trustee, at the time of each
such communication, or as otherwise specified by the Security Trustee, copies
of all written communications which may be reasonably requested by the Security
Trustee, between that Owner and:  (a)the approved brokers; and  (b)the approved protection and
indemnity and/or war risks associations; and  (c)the approved insurance
companies and/or underwriters,  which relates directly or indirectly to:  (i)that Owners obligations
relating to the obligatory insurances including, without limitation, all
requisite declarations and payments of additional premiums or calls; and  (ii)any credit arrangements made
between that Owner and any of the persons referred to in paragraphs (a) or
(b) above relating wholly or partly to the effecting or maintenance of the
obligatory insurances.  42


13.15Provision
of information.In addition,
the Borrower shall procure that each Owner shall promptly provide the Security
Trustee (or any persons which it may designate) with any information which the
Security Trustee (or any such designated person) reasonably requests for the
purpose of:  (a)obtaining or preparing any
report from an independent marine insurance broker as to the adequacy of the
obligatory insurances effected or proposed to be effected; and/or  (b)effecting, maintaining or
renewing any such insurances as are referred to in Clause 13.16 below or
dealing with or considering any matters relating to any such insurances,  and the Borrower shall
forthwith upon demand, indemnify the Security Trustee in respect of all fees
and other expenses reasonably incurred by or for the account of the Security
Trustee in connection with any such report as is referred to in paragraph (a) above.  13.16Mortgagees
interest and additional perils insurances (pollution).The Security Trustee shall effect, maintain
and renew all or any of the following insurances, on such terms, conditions,
through such insurers and generally in such manner as the Security Trustee may
from time to time consider appropriate:  (a)a mortgagees interest marine
insurance in relation to each Ship in an amount equal to 110 per cent. of the
Tranche applicable to that Ship, providing for the indemnification of the
Creditor Parties for any losses under or in connection with any Finance
Document which directly or indirectly result from loss of or damage to any Ship
or a liability of any Ship or of any Owner, being a loss or damage which is
prima facie covered by an obligatory insurance but in respect of which there is
a non-payment (or reduced payment) by the underwriters by reason of, or on the
basis of an allegation concerning:  (i)any act or omission on the
part of an Owner, of any operator, charterer, manager or sub-manager of the
Ship owned by it or of any officer, employee or agent of an Owner or of any
such person, including any breach of warranty or condition or any
non-disclosure relating to such obligatory insurance;  (ii)any act or omission, whether
deliberate, negligent or accidental, or any knowledge or privity of an Owner,
any other person referred to in paragraph (i) above, or of any officer,
employee or agent of that Owner or of such a person, including the casting away
or damaging of the Ship owned by it and/or the Ship owned by it being
unseaworthy; and/or  (iii)any other matter capable of
being insured against under a mortgagees interest marine insurance policy
whether or not similar to the foregoing;  (b)a mortgagees interest
additional perils policy in relation to each Ship in an amount equal to 110 per
cent. of the Tranche applicable to that Ship, providing for the indemnification
of the Creditor Parties against, among other things, any possible losses or
other consequences of any Environmental Claim, including the risk of
expropriation, arrest or any form of detention of a Ship, the imposition of any
Security Interest over a Ship and/or any other matter capable of being insured
against under a mortgagees interest additional perils policy,  and the Borrower shall
upon demand fully indemnify the Security Trustee in respect of all premiums and
other reasonable expenses which are incurred in connection with or with a view
to effecting, maintaining or renewing any such insurance or dealing with, or
considering, any matter arising out of any such insurance.  13.17Review of
insurance requirements.The Security
Trustee shall be entitled to review after prior consultation with the Borrower
the requirements of this Clause 13 from time to time in order to take account
of any changes in circumstances after the date of this  43


Agreement which are, in the opinion of the
Security Trustee, significant and capable of affecting any Owner or any Ship
and its or their insurance (including, without limitation, changes in the
availability or the cost of insurance coverage or the risks to which the Owners
may be subject).  13.18Modification
of insurance requirements.The Security
Trustee shall promptly notify the Borrower and the Owners of any proposed
modification under Clause 13.17 to the requirements of this Clause 13 which the
Security Trustee reasonably considers appropriate in the circumstances, and
such modification shall take effect on and from the date it is notified in
writing to the Borrower as an amendment to this Clause 13 and shall bind the
Borrower accordingly.  13.19Compliance
with mortgagees instructions.The Security
Trustee shall be entitled (without prejudice to or limitation of any other
rights which it may have or acquire under any Finance Document) to require a
Ship to remain at any safe port or to proceed to and remain at any safe port
designated by the Security Trustee until the relevant Owner implements any
amendments to the terms of the obligatory insurances and any operational
changes required as a result of a notice served under Clause 13.18 and the
Borrower shall procure that the Owners comply with such requirement within a
reasonable period or time in the context of the then prevailing circumstances.  14SHIP
COVENANTS  14.1General.The Borrower also undertakes with each
Creditor Party to procure that each Owner complies with the following
provisions of this Clause 14 at all times during the Security Period except as
the Agent may, with the authorisation of the Majority Lenders, otherwise permit
(such permission not to be unreasonably withheld in the case of a proposed
change of port of registry under the same flag of a Ship and in the case of the
matters referred to in Clause 14.12(c)).  14.2Ships
name and registration.Each Owner
shall keep the Ship owned by it registered in its name under an Approved Flag;
shall not do or allow to be done anything as a result of which such
registration might be cancelled or imperilled; and shall not change the name or
port of registry of that Ship.  14.3Repair
and classification.Each Owner
shall keep the Ship owned by it in a good and safe condition and state of
repair:  (a)consistent with first-class
ship ownership and management practice;  (b)so as to maintain the highest
class with a classification society which is a member of the International
Association of Classification Societies and which is acceptable to the Agent
(acting upon the instructions of the Majority Lenders) free of all overdue
recommendations affecting class; and  (c)so as to comply with all laws
and regulations applicable to vessels registered at ports in the Approved Flag
State or to vessels trading to any jurisdiction to which that Ship may trade
from time to time, including but not limited to the ISM Code, the ISM Code
Documentation, the ISPS Code and the ISPS Code Documentation.  14.4Modification.The Borrower shall procure that no Owner
shall make any modification or repairs to, or replacement of, the Ship owned by
it or equipment installed on her which would or might materially alter the
structure, type or performance characteristics of that Ship or materially
reduce her value.  14.5Removal
of parts.The Borrower shall procure that no Owner
shall remove any material part of the Ship owned by it, or any item of
equipment installed on, that Ship unless the part or item so removed is
forthwith replaced by a suitable part or item which is in the  44


same condition as or better condition than
the part or item removed, is free from any Security Interest or any right in
favour of any person other than the Security Trustee and becomes on
installation on that Ship the property of the relevant Owner and subject to the
security constituted by the relevant Mortgage and, as the case may be, the Deed
of Covenant Provided that an Owner may install
equipment owned by a third party if the equipment can be removed without any
risk of damage to the Ship owned by it.  14.6Surveys.The Borrower shall procure that each Owner
shall submit the Ship owned by it regularly to all periodical or other surveys
which may be required for classification purposes and, if so required by the
Security Trustee, provide the Security Trustee with copies of all survey
reports.  14.7Inspection.  The Borrower shall:  (a)ensure that each Owner shall
permit the Security Trustee (by surveyors or other persons appointed by it for
that purpose) to board the Ship (at the risk of the relevant Owner save where
any loss is shown to have been directly and mainly caused by the gross
negligence or wilful misconduct of such surveyor or other person) owned by it
at all reasonable times to inspect her condition or to satisfy themselves about
proposed or executed repairs or to prepare a survey report (at the reasonable
cost of the Borrower) in respect of such Ship and shall afford all proper
facilities for such inspections Provided that:  (i)such boarding and inspection
does not materially disrupt the relevant Ships reasonable operation, repairs
or maintenance;  (ii)if no Event of Default has
occurred the Borrower shall not be required to pay for the cost of a survey
report in respect of each Ship more than once every 24 months; and  (b)ensure that each Ship shall,
both at the time of the survey referred to in this Clause 14.7 and at all other
times throughout the Security Period, be in a good and safe condition and state
of repair.  14.8Prevention
of and release from arrest.The Borrower
shall procure that each Owner shall promptly discharge or settle:  (a)all liabilities which give or
may give rise to maritime or possessory liens on or claims enforceable against
the Ship owned by it, her Earnings or her Insurances other than such liens and
claims arising in the ordinary course of business (which must in any event be
discharged in accordance with best ship management practice);  (b)all taxes, dues and other
amounts charged in respect of the Ship owned by it, the Earnings or the
Insurances; and  (c)all other outgoings whatsoever
in respect of the Ship owned by it, the Earnings or the Insurances,  and, forthwith upon
receiving notice of the arrest of that Ship, or of her detention in exercise or
purported exercise of any lien or claim, the Borrower shall procure that the
relevant Owner of that Ship shall procure her release within 5 Business Days of
receiving such notice by providing bail or otherwise as the circumstances may
require.  14.9Compliance
with laws etc.The Borrower shall procure that
each Owner and the Approved Manager shall:  (a)comply, or procure compliance
with the ISM Code, the ISPS Code, all Environmental Laws, the ISPS Code and all
other laws or regulations relating to the Ship owned by it, its ownership,
operation and management or to the business of that Owner;  45


(b)not employ the Ship owned by
it nor allow her employment in any manner contrary to any law or regulation in
any relevant jurisdiction including but not limited to the ISM Code and the
ISPS Code; and  (c)in the event of hostilities in
any part of the world (whether war is declared or not), not cause or permit the
Ship owned by it to enter or trade to any zone which is declared a war zone by
any government or by the Ships war risks insurers unless in the case of such
zone where an additional premium would be payable that Owner has (at its
expense) effected any special, additional or modified insurance cover required
for it to enter or trade to any war zone.  14.10Provision
of information.The Borrower
shall procure that each Owner shall promptly provide the Agent with any information
which it reasonably requests regarding:  (a)the Ship owned by it, her
employment, position, engagements and her Insurances;  (b)the Earnings and payments and
amounts due to the master and crew of the Ship owned by it;  (c)any expenses incurred, or
likely to be incurred, in connection with the operation, maintenance or repair
of the Ship owned by it and any payments made in respect of that Ship;  (d)any towages and salvages; and  (e)that Owners compliance, the
Approved Managers compliance or the compliance of the Ship owned by it with
the ISM Code and the ISPS Code,  and, upon the Agents
request, provide copies of any current charter relating to the Ship owned by it
and of any current charter guarantee, and of the ISM Code Documentation and the
ISPS Code Documentation.  14.11Notification
of certain events.The Borrower
shall procure that each Owner shall as soon as it becomes aware of any of the
events referred to in this Clause 14.11 notify the Agent by fax, confirmed
forthwith by letter of:  (a)any casualty which is or is
likely to be or to become a Major Casualty;  (b)any occurrence as a result of
which the Ship owned by it has become or is, by the passing of time or
otherwise, likely to become a Total Loss;  (c)any requirement or recommendation
made by any insurer or classification society or by any competent authority
which is not complied with in accordance with its terms (including without
limitation, any time limit specified by any insurer or classification society
or any competent authority);  (d)any arrest or detention of the
Ship owned by it (if the arrest or detention has not been released within 3
Business Days of its imposition or the Borrower or the relevant Owner considers
that the arrest or detention will not be released within 3 Business Day of its
imposition), any exercise or purported exercise of any lien on that Ship or her
Earnings or her Insurances or any requisition of that Ship for hire;  (e)any intended dry docking of
the Ship owned by it which the Owner knows, or reasonably determines, will or
may exceed (or has exceeded) 15 days in total;  (f)any Environmental Claim made
against that Owner or in connection with the Ship owned by it, or any
Environmental Incident;  46


(g)any claim for breach of the
ISM Code or the ISPS Code being made against that Owner and, to the extent that
that Owner is aware of such claim, the Approved Manager or otherwise in
connection with the Ship owned by it; or  (h)any other matter, event or
incident, actual or threatened, the effect of which will or could lead to the
ISM Code or the ISPS Code not being complied with,  and that Owner shall
keep the Agent advised in writing on a regular basis and in such detail as the
Agent shall require of that Owners or any other persons response to any of
those events or matters.  14.12Restrictions
on chartering, appointment of managers etc.The
Borrower shall procure that no Owner shall in relation to the Ship owned by it:  (a)(other than pursuant to
Charterparty D), let the Ship owned by it on demise charter for any period,
without the Agents written consent, such consent not to be unreasonably
withheld;  (b)(other than pursuant to the
Charterparty relative to its Ship), enter into any time or consecutive voyage
charter in respect of the Ship owned by it for a term which exceeds, or which
by virtue of any optional extensions may exceed, 12 months;  (c)amend, vary or supplement the
Charterparty relative to that Ship;  (d)charter the Ship owned by it
otherwise than on bona fide arms length terms at the time when the Ship is
fixed;  (e)appoint (or permit the
appointment of) a manager of the Ship owned by it other than the Approved
Manager or agree to any alteration to the terms of the Approved Managers
appointment;  (f)de-activate or lay up the Ship
owned by it; or  (g)put the Ship owned by it into
the possession of any person for the purpose of work being done upon her in an
amount exceeding or likely to exceed $1,000,000 (or the equivalent in any other
currency) unless that person has first given to the Security Trustee and in
terms satisfactory to it a written undertaking not to exercise any lien on that
Ship or her Earnings or her Insurances for the cost of such work or otherwise
or other arrangements satisfactory to the Security Trustee are made to ensure
that no such lien will be exercised.  14.13Notice of
Mortgage.The Borrower shall procure that each Owner
shall keep the Mortgage registered against the Ship owned by it as a valid
first priority mortgage or preferred (as the case may be), carry on board that
Ship a certified copy of the relevant Mortgage and place and maintain in a
conspicuous place in the navigation room and the Masters cabin of that Ship a
framed printed notice stating that that Ship is mortgaged by that Owner to the
Security Trustee or, as the case may be, the Lenders.  14.14Sharing
of Earnings.The Borrower shall procure
that no Owner shall:  (a)enter into any agreement or
arrangement for the sharing of any Earnings;  (b)enter into any agreement or
arrangement for the postponement of any date on which any Earnings are due; the
reduction of the amount of any Earnings or otherwise for the release or adverse
alteration of any right of that Owner to any Earnings; or  (c)enter into any agreement or
arrangement for the release of, or adverse alteration to, any guarantee or
Security Interest relating to any Earnings.  47


15SECURITY
COVER  15.1Provision
of additional security cover; prepayment of Loan.The Borrower undertakes with each Creditor
Party that, if at any time the Agent notifies the Borrower that:  (a)the aggregate Market Value of
the Ships subject to a Mortgage; plus  (b)the net realisable value of
any additional security previously provided under this Clause 15,  is below 125 per cent. of the aggregate of
the Loan and the Swap Exposure, the Borrower will, within 14 Business Days
after the date on which the Agents notice is served, either:  (i)provide, or ensure that a
third party provides, additional security acceptable to the Agent which, in the
reasonable opinion of the Majority Lenders, has a net realisable value at least
equal to the shortfall and which consists of either (a) cash pledged to
the Security Trustee or the Lenders or (b) a Security Interest (including
but not limited to, a first or second priority or preferred (as the case may
be) mortgage over another Fleet Vessel) covering such asset or assets and
documented in such terms as the Lenders may approve or require or (c) an
assignment of the refund guarantee(s) of a Fleet Vessel which is a
newbuilding; or  (ii)prepay in accordance with
Clause 8 such part (at least) of the Loan as will eliminate the shortfall.  15.2Meaning
of additional security.In Clause 14.1
security means a Security
Interest over an asset or assets acceptable to the Lenders (whether securing
the Borrowers liabilities under the Finance Documents or a guarantee in
respect of those liabilities), or a guarantee, letter of credit or other
security in respect of the Borrowers liabilities under the Finance Documents.  15.3Requirement
for additional documents.The Borrower
shall not be deemed to have complied with paragraph (i) of Clause 15.1
until the Agent has received in connection with the additional security
certified copies of documents of the kinds referred to in paragraphs 2, 3 and 5
of Schedule 3, Part A and such legal opinions in terms acceptable to the
Majority Lenders from such lawyers as they may select.  15.4Valuation
of a Fleet Vessel not subject to a long-term charter.The Market Value of a Fleet Vessel which at
the relevant time is not subject to a charter or other contract of employment
having an unexpired term of at least 12 months with a first class charterer
acceptable to the Lenders (in their absolute discretion) is that shown by
taking the average of two valuations prepared:  (a)as at a date not more than 4
weeks previously;  (b)by 2 Approved Brokers, one
appointed by the Agent, the other appointed by the Borrower, with both
reporting to the Agent;  (c)with or without physical
inspection of that Fleet Vessel (as the Agent may require);  (d)on the basis of a sale for
prompt delivery for cash on normal arms length commercial terms as between a
willing seller and a willing buyer, free of any existing charter or other
contract of employment; and  (e)after deducting the estimated
amount of the usual and reasonable expenses which would be incurred in
connection with the sale.  48


Provided thatif the difference between the
2 valuations obtained at any one time pursuant to this Clause 15.4 is greater
than 10 per cent. a valuation shall be commissioned from a third Approved
Broker appointed by the Agent.  Such valuation
shall be conducted in accordance with this Clause 15.4 and the Market Value of
the Fleet Vessel in such circumstances shall be the average of the initial 2
valuations and the valuation provided by the third Approved Broker.  15.5Valuation of
a Fleet subject to long-term charter.The Market Value of a Fleet
Vessel which at the relevant time is subject to a charter or other contract of
employment having an unexpired term of at least 12 months with a first class
charterer acceptable to the Lenders (in their absolute discretion) shall be the
aggregate of the present values (as may be conclusively determined by the
Agent) of:  (a)the Bareboat-equivalent Time
Charter Income of the Fleet Vessel in respect of the remaining unexpired term
of the relevant charter or other contract of employment excluding any periods
for which the relevant charter or contract of employment may be renewed at the
option of any party (for the purposes of this Clause 15.5, an option period); and  (b)the current charter-free market
value (determined in accordance with Clause 15.4 but subject to the adjustments
referred to in this Clause 15.5) of a vessel with identical characteristics to
the Fleet Vessel other than its age which shall, for the purposes of this
Clause 15.5, be considered to be the age of the Fleet Vessel at the expiration
of the charter or other contract of employment to which the Fleet Vessel is
subject at the relevant time (excluding any option periods), as such value may
be adjusted to take into account the terms of any commitments undertaken by the
Owner of the Fleet Vessel which may affect its value.  For the purposes of this Clause 15.5, the
discount rate which will apply in calculating the present value of the amounts
referred to in paragraphs (a) and (b) will be of the applicable
Interest Rate Swap Rate for a period equal to the unexpired term of the Fleet
Vessels charter or other contract of employment (excluding any option periods
(rounded up to the nearest integral year)).  15.6Value of
additional security.The net
realisable value of any additional security which is provided under Clause 15.1
and which consists of a Security Interest over a vessel shall be that shown by
a valuation complying with the requirements of Clause 15.4.  The net realisable value of any other form of
security shall be determined by the Agent (acting upon the instructions of all
the Lenders).  15.7Valuations
binding.Any valuation under paragraph (i) of
Clause 15.1, Clauses 15.4, 15.5 or 15.6 shall, in the absence of manifest error,
be binding and conclusive as regards the Borrower, as shall be any valuation
which the Majority Lenders make of a security which does not consist of or
include a Security Interest.  15.8Provision
of information.The Borrower
shall promptly provide the Agent and any Approved Broker or expert acting under
Clause 15.4, 15.5 or 15.6 with any information which the Agent or the Approved
Broker or expert may reasonably request for the purposes of the valuation; and,
if the Borrower fails to provide the information by the date specified in the
request, the valuation may be made on any basis and assumptions which the
Approved Broker or the Majority Lenders (or the expert appointed by them)
consider prudent.  15.9Payment
of valuation expenses.Without prejudice
to the generality of the Borrowers obligations under Clauses 20.2, 20.3 and
20.4, the Borrower shall, on demand, pay the Agent the amount of the fees and
expenses of any Approved Broker or expert instructed or approved by the Agent
under this Clause and all legal and other expenses incurred by the Agent in
connection with any matter arising out of this Clause.  49


15.10Frequency
of Valuations.The Borrower acknowledges and
agrees that the Agent may commission valuations of the Ships at such times as
the Majority Lenders shall deem necessary and, in any event, not less often
than once during each 6-month period of the Security Period Provided that in each calendar year one set
of valuations of each Ship may be obtained from the electronic services
provided by an Approved Broker subject to such electronic services having been
previously approved by the Agent in writing.  16PAYMENTS
AND CALCULATIONS  16.1Currency
and method of payments.All payments
to be made:  (a)by the Lenders to the Agent;  (b)by the Borrower to the Agent,
the Security Trustee or any Lender,  under a Finance Document shall be made to the Agent or
to the Security Trustee, in the case of an amount payable to it:  (i)by not later than 11.00 a.m.
(New York City time) on the due date;  (ii)in same day Dollar funds
settled through the New York Clearing House Interbank Payments System (or in
such other Dollar funds and/or settled in such other manner as the Agent shall
specify as being customary at the time for the settlement of international
transactions of the type contemplated by this Agreement); and  (iii)to such account of the Agent
with a bank in New York as the Agent may from time to time notify the Borrower
and each Lender.  16.2Payment
on non-Business Day.If any payment
by the Borrower under a Finance Document would otherwise fall due on a day
which is not a Business Day:  (a)the due date shall be extended
to the next succeeding Business Day; or  (b)if the next succeeding Business
Day falls in the next calendar month, the due date shall be brought forward to
the immediately preceding Business Day,  and interest shall be
payable during any extension under paragraph (a) at the rate payable on
the original due date.  16.3Basis for
calculation of periodic payments.All
interest and commitment fee and any other payments under any Finance Document
which are of an annual or periodic nature shall accrue from day to day and
shall be calculated on the basis of the actual number of days elapsed and a 360
day year.  16.4Distribution
of payments to Creditor Parties.Subject to Clauses 16.5, 16.6 and 16.7:  (a)any amount received by the
Agent under a Finance Document for distribution or remittance to a Lender or
the Security Trustee shall be made available by the Agent to that Lender or, as
the case may be, the Security Trustee by payment, with funds having the same
value as the funds received, to such account as the Lender or the Security
Trustee may have notified to the Agent not less than 5 Business Days
previously; and  (b)amounts to be applied in
satisfying amounts of a particular category which are due to the Lenders
generally shall be distributed by the Agent to each Lender pro rata to the
amount in that category which is due to it.  50


16.5Permitted
deductions by Agent.Notwithstanding any other provision of this Agreement or any other
Finance Document, the Agent may, before making an amount available to a Lender,
deduct and withhold from that amount any sum which is then due and payable to
the Agent from that Lender under any Finance Document or any sum which the
Agent is then entitled under any Finance Document to require that Lender to pay
on demand.  16.6Agent
only obliged to pay when monies received.Notwithstanding any other provision of this Agreement or any other
Finance Document, the Agent shall not be obliged to make available to the
Borrower or any Lender any sum which the Agent is expecting to receive for
remittance or distribution to the Borrower or that Lender until the Agent has
satisfied itself that it has received that sum.  16.7Refund to
Agent of monies not received.If and to the
extent that the Agent makes available a sum to the Borrower or a Lender,
without first having received that sum, the Borrower or (as the case may be)
the Lender concerned shall, on demand:  (a)refund the sum in full to the
Agent; and  (b)pay to the Agent the amount
(as certified by the Agent) which will indemnify the Agent against any funding
or other loss, liability or expense incurred by the Agent as a result of making
the sum available before receiving it.  16.8Agent may
assume receipt.Clause 16.7
shall not affect any claim which the Agent has under the law of restitution,
and applies irrespective of whether the Agent had any form of notice that it
had not received the sum which it made available (except an express notice from
a Lender that it will not fund its Contribution).  16.9Creditor
Party accounts.Each Creditor
Party shall maintain accounts showing the amounts owing to it by the Borrower
and each Security Party under the Finance Documents and all payments in respect
of those amounts made by the Borrower and any Security Party.  16.10Agents
memorandum account.The Agent shall
maintain a memorandum account showing the amounts advanced by the Lenders and
all other sums owing to the Agent, the Security Trustee and each Lender from
the Borrower and each Security Party under the Finance Documents and all
payments in respect of those amounts made by the Borrower and any Security
Party.  16.11Accounts
prima facie evidence.If any
accounts maintained under Clauses 16.9 and 16.10 show an amount to be owing by
the Borrower or a Security Party to a Creditor Party, those accounts shall, be
prima facie evidence that that amount is owing to that Creditor Party.  17APPLICATION
OF RECEIPTS  17.1Normal
order of application.Except as any
Finance Document may otherwise provide, any sums which are received or
recovered by any Creditor Party under or by virtue of any Finance Document and
the Master Agreements (including, without limitation, the Master Agreements)
shall be applied:  (a)FIRST: in or towards
satisfaction of any amounts then due and payable under the Finance Documents
(other than under the Master Agreements) in the following order and
proportions:  (i)first, in or towards
satisfaction pro rata of all amounts then due and payable to the Creditor
Parties under the Finance Documents (other than under the Master Agreements)
other than those amounts referred to at paragraphs (ii) and (iii)  51


(including, but without limitation, all
amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement
or by the Borrower or any Security Party under any corresponding or similar
provision in any other Finance Document (other than under the Master
Agreements));  (ii)secondly, in or towards
satisfaction pro rata of any and all amounts of interest or default interest
payable to the Creditor Parties under the Finance Documents (other than under
the Master Agreements); and  (iii)thirdly, in or towards
satisfaction pro rata of the Loan;  (b)SECONDLY: in or towards
satisfaction of any amounts then due and payable under the Master Agreements in
the following order and proportions:  (1)first, in or towards
satisfaction pro rata of all amounts then due and payable to each Swap Banks
under the Master Agreements other than those amounts referred to at paragraphs (ii) and
(iii);  (2)secondly, in or towards
satisfaction pro rata of any and all amounts of interest or default interest
payable to the Swap Banks under the Master Agreements (and, for this purpose,
the expression interest shall
include any net amount which the Borrower shall have become liable to pay or
deliver under section 2(e) (Obligations) of each Master Agreement but
shall have failed to pay or deliver to the relevant Swap Bank at the time of
application or distribution under this Clause 17.1); and  (3)thirdly, in or towards
satisfaction pro rata of the Swap Exposure (calculated as at the actual Early
Termination Date applying to each particular Designated Transaction, or if no
such Early Termination Date shall have occurred, calculated as if an Early
Termination Date occurred on the date of application or distribution
hereunder); and  (c)THIRDLY: any surplus shall be
paid to the Borrower or to any other person appearing to be entitled to it.  17.2Variation
of order of application.The Agent may,
with the authorisation of all the Lenders and the Swap Banks, by notice to the
Borrower, the Security Parties and the other Creditor Parties provide for a
different manner of application from that set out in Clause 17.1 either as
regards a specified sum or sums or as regards sums in a specified category or
categories.  17.3Notice of
variation of order of application.The
Agent may give notices under Clause 17.2 from time to time in respect of sums
which may be received or recovered in the future.  17.4Appropriation
rights overridden.This Clause 17
and any notice which the Agent gives under Clause 17.2 shall override any right
of appropriation possessed, and any appropriation made, by the Borrower or any
Security Party.  18APPLICATION
OF EARNINGS  18.1Payment
of Earnings.The Borrower undertakes with
each Creditor Party that, throughout the Security Period (subject only to the
provisions of the General Assignments), all the Earnings of a Ship are paid to
the Danaos Earnings Account.  18.2Application
of Earnings.The Borrower undertakes with
each Creditor Party to procure that money from time to time credited to, or for
the time being standing to the credit of, the Danaos Earnings Account shall,
unless and until an Event of Default or Potential  52


Event of Default shall have occurred
(whereupon the provisions of Clause 17.1 shall be and become applicable), be
available for application in the following manner:  (a)in or towards meeting the
costs and expenses from time to time incurred by or on behalf of the relevant
Owner in connection with the operation of the Ship owned by it;  (b)in or towards making payments
of all amounts due and payable by the Borrower under this Agreement other than
the payments of principal and interest pursuant to Clauses 8.1 and 5.1; and  (c)as to any surplus from time to
time arising on the Danaos Earnings Account following application as aforesaid,
to be paid to the relevant Owner or, as the case may be, the Borrower or to
whomsoever the Borrower may direct.  18.3Location
of accounts.The Borrower shall promptly:  (a)comply with any requirement of
the Agent as to the location or re-location of the Danaos Earnings Account; and  (b)execute any documents which
the Agent specifies to create or maintain in favour of the Security Trustee a
Security Interest over the Danaos Earnings Account.  19EVENTS OF
DEFAULT  19.1Events of
Default.An Event of Default occurs if:  (a)the Borrower or any Security
Party fails to pay when due or (if so payable) on demand any sum payable under
a Finance Document or under any document relating to a Finance Document; such
failure shall not constitute an Event of Default if:  (i)such failure is due to a bank
payment transmission, technical or administrative error; and  (ii)the Borrower or the relevant
Security Party remedies such failure within 3 days or the due date of payment
of the relevant amount; or  (b)any breach occurs of Clause 9,
11.3, 12.2, 12.3, 12.4, 12.5, 13.2 or 15.1; or  (c)any breach by the Borrower or any
Security Party occurs of any provision of a Finance Document (other than a
breach covered by paragraphs (a) or (b) above) if, in the opinion of
the Majority Lenders, such default is capable of remedy, and such default is
not remedied within 14 Business Days after written notice from the Agent
requesting action to remedy the same; or  (d)(subject to any applicable
grace period specified in the Finance Document) any breach (which the Security
Trustee considers, in its discretion, to be material) by the Borrower or any
Security Party occurs of any provision of a Finance Document (other than a
breach covered by paragraphs (a), (b) or (c) above); or  (e)any representation, warranty
or statement (which the Security Trustee considers, in its discretion, to be
material) made by, or by an officer of, the Borrower or a Security Party in a
Finance Document or in a Drawdown Notice or any other notice or document
relating to a Finance Document is untrue or misleading when it is made (such
failure shall not constitute an Event of Default if an innocent
misrepresentation has been made and which, if capable of remedy, is remedied
within 10 Business Days of its occurrence unless such innocent
misrepresentation is made on a Drawdown Date); or  53


(f)any of the following occurs in
relation to any Financial Indebtedness of a Relevant Person (other than the
Borrower) or any Financial Indebtedness of the Borrower of at least $1,000,000
(or the equivalent in another currency) in aggregate in the case of any
Financial Indebtedness falling within paragraph (a) of the definition of
that term or any Financial Indebtedness falling within all other paragraphs of
the definition of that term (or, when aggregated with any Financial
Indebtedness falling within paragraph (a) of the definition of that term)
of at least $5,000,000 in aggregate (or the equivalent in another currency):  (i)any Financial Indebtedness of
a Relevant Person is not paid when due or, if so payable, on demand; or  (ii)any Financial Indebtedness of
a Relevant Person becomes due and payable or capable of being declared due and
payable prior to its stated maturity date as a consequence of any event of
default; or  (iii)a lease, hire purchase
agreement or charter creating any Financial Indebtedness of a Relevant Person
is lawfully terminated by the lessor or owner or becomes capable of being
lawfully terminated as a consequence of any termination event; or  (iv)any overdraft, loan, note
issuance, acceptance credit, letter of credit, guarantee, foreign exchange or
other facility, or any swap or other derivative contract or transaction,
relating to any Financial Indebtedness of a Relevant Person ceases to be
available or becomes capable of being terminated as a result of any event of
default, or cash cover is required, or becomes capable of being required, in
respect of such a facility as a result of any event of default; or  (v)any Security Interest securing
any Financial Indebtedness of a Relevant Person becomes enforceable; or  (g)any of the following occurs in
relation to a Relevant Person:  (i)a Relevant Person becomes
unable to pay its debts as they fall due; or  (ii)any assets of a Relevant
Person are subject of any form of execution, attachment, arrest, sequestration
or distress in respect of a sum of, or sums aggregating, $100,000 (or
$5,000,000 in the case of the Borrower) or more or the equivalent in another
currency; or  (iii)any administrative or other
receiver is appointed over any asset of a Relevant Person; or  (iv)a Relevant Person makes any
formal declaration of bankruptcy or any formal statement to the effect that it
is insolvent or likely to become insolvent, or a winding up or administration
order is made in relation to a Relevant Person, or the members or directors of
a Relevant Person pass a resolution to the effect that it should be wound up,
placed in administration or cease to carry on business, save that this
paragraph does not apply to a fully solvent winding up of a Relevant Person
other than the Borrower or an Owner which is, or is to be, effected for the
purposes of an amalgamation or reconstruction previously approved by the
Majority Lenders and effected not later than 3 months after the commencement of
the winding up; or  (v)a petition is presented in any
Pertinent Jurisdiction for the winding up or administration, or the appointment
of a provisional liquidator, of a Relevant Person unless, in the case of an
involuntary petition, the petition is being  54


contested in good faith and on substantial
grounds and is dismissed or withdrawn within 30 days of the presentation of the
petition; or  (vi)a Relevant Person petitions a
court, or presents any proposal for, any form of judicial or non-judicial
suspension or deferral of payments, reorganisation of its debt (or certain of
its debt) or arrangement with all or a substantial proportion (by number or
value) of its creditors or of any class of them or any such suspension or
deferral of payments, reorganisation or arrangement is effected by court order,
contract or otherwise; or  (vii)any meeting of the members or
directors of a Relevant Person is summoned for the purpose of considering a
resolution or proposal to authorise or take any action of a type described in
paragraphs (iii), (iv), (v) or (vi); or  (viii)in a Pertinent Jurisdiction
other than England, any event occurs or any procedure is commenced which, in
the reasonable opinion of the Majority Lenders, is similar to any of the
foregoing; or  (h)the Borrower ceases, or
threatens to cease, to carry on all or a substantial part of its business or,
as a result of intervention by or under the authority of any government, the
business of the Borrower is wholly or partially curtailed or suspended, or all
or a substantial part of the assets or undertaking of the Borrower is seized,
nationalised, expropriate of compulsorily acquired; or  (i)it becomes unlawful in any
Pertinent Jurisdiction or impossible:  (i)for the Borrower or any
Security Party to discharge any liability under a Finance Document or to comply
with any other obligation which the Majority Lenders consider material under a
Finance Document; or  (ii)for the Agent, the Security
Trustee or the Lenders to exercise or enforce any right under, or to enforce any
Security Interest created by, a Finance Document; or  (j)any consent necessary to
enable any Owner to own, operate or charter the Ship owned by it or to enable
the Borrower, any Owner or any Security Party to comply with any provision
which the Majority Lenders consider material of a Finance Document, any
Charterparty or a Shipbuilding Contract is not granted, expires without being
renewed, is revoked or becomes liable to revocation or any condition of such a
consent is not fulfilled if this materially affects the security position of
the Creditor Parties or the ability of the Borrower or a Security Party to
timely discharge and/or perform its or their liabilities and obligations (or
any of them) under any Finance Document; or  (k)if, without the prior consent
of the Majority Lenders, members of the Dr. John Coustas family (either
directly and/or through companies beneficially owned by members of the Dr. John
Coustas family and/or trusts or foundations of which members of the Dr. John
Coustas family are beneficiaries) own and control less than 51 per cent. of the
issued voting share capital of the Borrower; or  (l)if, without the prior consent
of the Majority Lenders, the shares of the Borrower cease to be listed on the
New York Stock Exchange; or  (m)it appears to the Majority
Lenders that, without their prior consent, a change has occurred or probably
has occurred after the date of this Agreement in the ultimate beneficial
ownership of any of the shares in any Owner or in the ultimate control of the voting
rights attaching to any of those shares; or  (n)any provision which the
Majority Lenders consider material of a Finance Document proves to have been or
becomes invalid or unenforceable, or a Security Interest created  55


by a Finance Document proves to have been
or becomes invalid or unenforceable or such a Security Interest proves to have
ranked after, or loses its priority to, another Security Interest or any other
third party claim or interest; or  (o)the security constituted by a
Finance Document is in any way imperilled or in jeopardy unless within 14
Business Days of the security being so imperilled or jeopardised (i) the
Borrower or a Security Party provides to the Majority Lenders security in the
form of a new Finance Document which, in the opinion of the Lenders, is
equivalent to that constituted by the Finance Document which has become
imperilled or jeopardised or (ii) the security ceases to be imperilled or
in jeopardy; or  (p)any of the Initial
Charterparties is terminated or becomes invalid or unenforceable or otherwise
ceases to be in full force and effect for any reason prior to its stated
termination date and the relevant Initial Charterparty is not replaced within
30 days (or 60 days if the relevant Ship may not be chartered due to a defect
or is drydocked for repairs) by another charter having similar characteristics
to that Initial Charterparty and with a charterer, in a form and on terms
acceptable to the Lender; or  (q)any of the Charterers ceases
to be a party to the Initial Charterparty entered into by it unless the
obligations of any replacement charterer are guaranteed by the original
Charterer (on terms satisfactory to the Lender);  (r)any Master Agreement is
terminated, cancelled, suspended, rescinded or revoked or otherwise ceases to
remain in full force and effect for any reason except with the consent of the
Agent (acting with the authorisation of the Majority Lenders); or  (s)for any reason whatsoever, any
Ship ceases to be managed by the Approved Manager on terms in all respects
approved by the Agent; or  (t)an Event of Default (as
defined in Section 14 of each Master Agreement) occurs; or  (u)any other event occurs or any
other circumstances arise or develop including, without limitation:  (i)a change in the financial
position, state of affairs or prospects of the Borrower or any Owner; or  (ii)any accident or other event
involving any Ship or another vessel owned, chartered or operated by a Relevant
Person;  in the light of which the Majority Lenders consider
that there is a material risk that the Borrower is, or will later become,
unable to discharge its liabilities under the Finance Documents as they fall
due.  19.2Actions
following an Event of Default.On, or at any
time after, the occurrence of an Event of Default which is continuing:  (a)the Agent may, and if so
instructed by the Majority Lenders, the Agent shall:  (i)serve on the Borrower a notice
stating that the Commitments and all other obligations of each Lender to the
Borrower under this Agreement are terminated; and/or  (ii)serve on the Borrower a notice
stating that the Commitments, all accrued interest and all other amounts
accrued or owing under this Agreement are immediately due and payable or are due
and payable on demand; and/or  56


(iii)take any other action which,
as a result of the Event of Default or any notice served under paragraph (i) or
(ii) above, the Agent and/or the Lenders are entitled to take under any
Finance Document or any applicable law;  (b)the Security Trustee may, and
if so instructed by the Agent, acting with the authorisation of the Majority
Lenders, the Security Trustee shall take any action which, as a result of the
Event of Default or any notice served under paragraph (a) (i) or
(ii), the Security Trustee, the Agent and/or the Lenders are entitled to take
under any Finance Document or any applicable law.  19.3Termination
of Commitments.On the service
of a notice under paragraph (a)(i) of Clause 19.2, the Commitments and all
other obligations of each Lender to the Borrower under this Agreement shall
terminate.  19.4Acceleration.On the service of a notice under paragraph
(a)(ii) of Clause 19.2, the Loan, all accrued interest and all other
amounts accrued or owing from the Borrower or any Security Party under this
Agreement and every other Finance Document shall become immediately due and
payable or, as the case may be, payable on demand.  19.5Multiple
notices; action without notice.The Agent may
serve notices under paragraphs (a) (i) and (ii) of Clause 19.2
simultaneously or on different dates and it and/or the Security Trustee may
take any action referred to in that Clause if no such notice is served or
simultaneously with or at any time after the service of both or either of such
notices.  19.6Notification
of Creditor Parties and Security Parties.The
Agent shall send to each Lender, the Security Trustee and each Security Party a
copy or the text of any notice which the Agent serves on the Borrower under
Clause 19.2; but the notice shall become effective when it is served on the
Borrower, and no failure or delay by the Agent to send a copy or the text of
the notice to any other person shall invalidate the notice or provide the
Borrower or any Security Party with any form of claim or defence  19.7Creditor
Party rights unimpaired.Nothing in
this Clause shall be taken to impair or restrict the exercise of any right
given to individual Lenders under a Finance Document or the general law; and,
in particular, this Clause is without prejudice to Clause 3.1.  19.8Exclusion
of Creditor Party liability.No Creditor
Party nor any receiver or manager appointed by the Security Trustee, shall have
any liability to the Borrower or a Security Party:  (a)for any loss caused by an
exercise of rights under, or enforcement of a Security Interest created by, a
Finance Document or by any failure or delay to exercise such a right or to
enforce such a Security Interest; or  (b)as mortgagee in possession or
otherwise, for any income or principal amount which might have been produced by
or realised from any asset comprised in such a Security Interest or for any
reduction (however caused) in the value of such an asset,  except that this does not
exempt a Creditor Party or a receiver or manager from liability for losses
shown to have been caused by the gross negligence or the wilful misconduct of
the Creditor Partys own officers and employees or (as the case may be) such
receivers or managers own partners or employees.  19.9Relevant
Persons.In this Clause 19 a Relevant
Person means the Borrower, a Security Party and any company which
is a subsidiary of the Borrower or a Security Party or of which a Security
Party is a subsidiary but excluding any company which is dormant and the value
of whose gross assets is $50,000 or less.  57


19.10Interpretation.In Clause 19.1(f) references to an event
of default or a termination event include any event, howsoever described, which
is similar to an event of default in a facility agreement or a termination
event in a finance lease; and in Clause 19.1(g) petition includes an application.  20FEES AND
EXPENSES  20.1Arrangement
and commitment fees.The Borrower:  (a)has paid to the Agent a
non-refundable arrangement fee of $1,495,000 (representing 0.5 per cent. of the
Total Commitments) one day after the date of the commitment letter dated 30 October 2008
in respect of the Loan and executed between the Borrower and the Agent; and  (b)shall pay to the Agent a
commitment fee at the rate of 0.30 per cent. per annum on the undrawn balance
of the Total Commitments during the period from (and including) 30 October 2008
up to and including the earlier of (i) the final Drawdown Date and (ii) the
last day of the Availability Period for Tranche E, such commitment fee to be
payable every 3 months in arrears and on the last day of such period.  20.2Costs of
negotiation, preparation etc.The Borrower
shall pay to the Agent on its demand the amount of all expenses reasonably
incurred by the Agent, the Lenders or the Security Trustee in connection with
the negotiation, preparation, execution or registration of any Finance Document
or any related document or with any transaction contemplated by a Finance
Document or a related document.  20.3Costs of
variations, amendments, enforcement etc.The
Borrower shall pay to the Agent, on the Agents demand, the amount of all
expenses incurred by a Lender in connection with:  (a)any amendment or supplement to
a Finance Document, or any proposal for such an amendment to be made;  (b)any consent or waiver by the
Agent, the Majority Lenders or the Lender concerned under or in connection with
a Finance Document, or any request for such a consent or waiver;  (c)the valuation of any security
provided or offered under Clause 15 or any other matter relating to such
security; or  (d)any step taken by the Lender
concerned with a view to the protection, exercise or enforcement of any right
or Security Interest created by a Finance Document or for any similar purpose.  There shall be recoverable
under paragraph (d) the full amount of all legal expenses, whether or not
such as would be allowed under rules of court or any taxation or other
procedure carried out under such rules.  20.4Documentary
taxes.The Borrower shall promptly pay any tax
payable on or by reference to any Finance Document, and shall, on the Agents
demand, fully indemnify each Creditor Party against any liabilities and
expenses resulting from any failure or delay by the Borrower to pay such a tax.  20.5Certification
of amounts.A notice which is signed by an
officer of a Creditor Party, which states that a specified amount, or aggregate
amount, is due to that Creditor Party under this Clause 20 and which indicates
(without necessarily specifying a detailed breakdown) the matters in respect of
which the amount, or aggregate amount, is due shall be prima facie evidence
that the amount, or aggregate amount, is due save in the case of manifest
error.  58


21INDEMNITIES  21.1Indemnities
regarding borrowing and repayment of Loan.The
Borrower shall fully indemnify the Agent and each Lender on the Agents demand
and the Security Trustee on its demand in respect of all expenses, liabilities
and losses which are incurred by that Creditor Party, or which that Creditor
Party reasonably and with due diligence estimates that it will incur, as a
result of or in connection with:  (a)an Advance not being borrowed
on the date specified in the Drawdown Notice for any reason other than a
default by the Lender claiming the indemnity;  (b)the receipt or recovery of all
or any part of the Loan or an overdue sum otherwise than on the last day of an
Interest Period applicable to it or other relevant period;  (c)any failure (for whatever
reason) by the Borrower to make payment of any amount due under a Finance
Document on the due date or, if so payable, on demand (after giving credit for
any default interest paid by the Borrower on the amount concerned under Clause
7);  (d)the occurrence and/or
continuance of an Event of Default or a Potential Event of Default and/or the
acceleration of repayment of the Loan under Clause 19;  and in respect of any tax (other than tax
on its overall net income) for which a Creditor Party is liable in connection
with any amount paid or payable to that Creditor Party (whether for its own
account or otherwise) under any Finance Document.  21.2Breakage
costs.Without limiting its generality, Clause 21.1
covers any liability, expense or loss, including a loss of a prospective
profit, incurred by a Lender:  (a)in liquidating or employing
deposits from third parties acquired or arranged to fund or maintain all or any
part of its Contribution and/or any overdue amount (or an aggregate amount
which includes its Contribution or any overdue amount); and  (b)in terminating, or otherwise
in connection with, any interest and/or currency swap or any other transaction
entered into (whether with another legal entity or with another office or
department of the Lender concerned) to hedge any exposure arising under this
Agreement or that part which the Lender concerned determines is fairly
attributable to this Agreement of the amount of the liabilities, expenses or
losses (including losses of prospective profits) incurred by it in terminating,
or otherwise in connection with, a number of transactions of which this
Agreement is one.  21.3Miscellaneous
indemnities.The Borrower shall fully
indemnify each Creditor Party severally on their respective demands in respect
of all claims, demands, proceedings, liabilities, taxes, losses and expenses of
every kind (liability items) which may be
made or brought against, or incurred by, the Creditor Party concerned, in any
country, in relation to:  (a)any action taken, or omitted
or neglected to be taken, under or in connection with any Finance Document by
the Creditor Party concerned or by any receiver appointed under a Finance
Document;  (b)any other event, matter or
question which occurs or arises at any time during the Security Period and
which has any connection with, or any bearing on, any Finance Document, any
payment or other transaction relating to a Finance Document or any asset covered
(or previously covered) by a Security Interest created (or intended to be
created) by a Finance Document;  59


other than liability items which are shown
to have been caused by the gross negligence or the wilful misconduct of the
officers or employees of the Creditor Party concerned.  21.4Extension
of indemnities; environmental indemnity.Without prejudice to its generality, Clause 21.3 covers:  (a)any matter which would be
covered by Clause 20.3 if any of the references in that Clause to a Lender were
a reference to the Agent or (as the case may be) to the Security Trustee; and  (b)any liability items which
arise, or are asserted, under or in connection with any law relating to safety
at sea, pollution or the protection of the environment, the ISM Code or the
ISPS Code.  21.5Currency
indemnity.If any sum due from the
Borrower or any Security Party to a Creditor Party under a Finance Document or
under any order or judgment relating to a Finance Document has to be converted
from the currency in which the Finance Document provided for the sum to be paid
(the Contractual Currency) into another
currency (the Payment Currency) for the purpose
of:  (a)making or lodging any claim or
proof against the Borrower or any Security Party, whether in its liquidation,
any arrangement involving it or otherwise; or  (b)obtaining an order or judgment
from any court or other tribunal; or  (c)enforcing any such order or
judgment;  the Borrower shall indemnify the Creditor
Party concerned against the loss arising when the amount of the payment
actually received by that Creditor Party is converted at the available rate of
exchange into the Contractual Currency.  In this Clause 21.5 the available rate of exchange means the rate at which the
Creditor Party concerned is able at the opening of business (London time) on
the Business Day after it receives the sum concerned to purchase the
Contractual Currency with the Payment Currency.  This Clause 21.5 creates a separate
liability of the Borrower which is distinct from its other liabilities under
the Finance Documents and which shall not be merged in any judgment or order
relating to those other liabilities.  21.6Application
to Master Agreement.For the
avoidance of doubt, Clause 21.5 does not apply in respect of sums due from the
Borrower to the Swap Banks under or in connection with a Master Agreement as to
which sums the provisions of section 8 (Contractual Currency) of the Master
Agreements shall apply.  21.7Certification
of amounts.A notice which is signed by 2
officers of a Creditor Party, which states that a specified amount, or
aggregate amount, is due to that Creditor Party under this Clause 21 and which
indicates (without necessarily specifying a detailed breakdown) the matters in
respect of which the amount, or aggregate amount, is due shall be prima facie
evidence that the amount, or aggregate amount, is due.  21.8Sums
deemed due to a Lender.For the
purposes of this Clause 21, a sum payable by the Borrower to the Agent or the
Security Trustee for distribution to a Lender shall be treated as a sum due to
that Lender save in the case of manifest error.  60


22NO SET-OFF
OR TAX DEDUCTION  22.1No
deductions.All amounts due from the
Borrower under a Finance Document shall be paid:  (a)without any form of set-off,
cross-claim or condition; and  (b)free and clear of any tax
deduction except a tax deduction which the Borrower is required by law to make.  22.2Grossing-up
for taxes.If the Borrower is required by
law to make a tax deduction from any payment:  (a)the Borrower shall notify the
Agent as soon as it becomes aware of the requirement;  (b)the Borrower shall pay the tax
deducted to the appropriate taxation authority promptly, and in any event
before any fine or penalty arises; and  (c)the amount due in respect of
the payment shall be increased by the amount necessary to ensure that each
Creditor Party receives and retains (free from any liability relating to the
tax deduction) a net amount which, after the tax deduction, is equal to the
full amount which it would otherwise have received.  22.3Evidence
of payment of taxes.Within 1 month
after making any tax deduction, the Borrower shall deliver to the Agent
documentary evidence satisfactory to the Agent that the tax had been paid to
the appropriate taxation authority.  22.4Exclusion
of tax on overall net income.In this Clause
22 tax deduction means any
deduction or withholding for or on account of any present or future tax except
tax on a Creditor Partys overall net income.  22.5Application
to the Master Agreements.For the
avoidance of doubt, Clause 22 does not apply in respect of sums due from the
Borrower to a Swap Bank under or in connection with each Master Agreement as to
which sums the provisions of section 2(d) (Deduction or Withholding for
Tax) of each Master Agreement shall apply.  23ILLEGALITY,
ETC  23.1Illegality.This Clause 23 applies if a Lender (the Notifying Lender) notifies the Agent that it has become, or
will with effect from a specified date, become:  (a)unlawful or prohibited as a
result of the introduction of a new law, an amendment to an existing law or a
change in the manner in which an existing law is or will be interpreted or
applied; or  (b)contrary to, or inconsistent
with, a regulation;  for the Notifying Lender to maintain or
give effect to any of its obligations under this Agreement in the manner
contemplated by this Agreement.  23.2Notification
of illegality.The Agent shall promptly notify
the Borrower, the Security Parties, the Security Trustee and the other Lenders
of the notice under Clause 23.1 which the Agent receives from the Notifying
Lender.  23.3Prepayment;
termination of Commitment.On the Agent
notifying the Borrower under Clause 23.2, the Notifying Lenders Commitment
shall terminate; and thereupon or, if later, on the date specified in the
Notifying Lenders notice under Clause 23.1 as the date  61


on which the notified event would become
effective the Borrower shall prepay the Notifying Lenders Contribution in
accordance with Clause 8 (other than Clause 8.6).  24INCREASED
COSTS  24.1Increased
costs.This Clause 24 applies if a Lender (the Notifying Lender) notifies the Agent that the Notifying
Lender considers that as a result of:  (a)the introduction or alteration
after the date of this Agreement of a law, or a regulation or an alteration
after the date of this Agreement in the manner in which a law or regulation is
interpreted or applied (disregarding any effect which relates to the
application to payments under this Agreement of a tax on the Notifying Lenders
overall net income); or  (b)the effect of complying with
any law or regulation (including any which relates to capital adequacy or
liquidity controls or which affects the manner in which the Notifying Lender
allocates capital resources to its obligations under this Agreement) which is
introduced, or altered, or the interpretation or application of which is
altered, after the date of this Agreement; or  (c)the
implementation or application of or compliance with the International
Convergence of Capital Measurement and Capital Standards, a Revised Framework
published by the Basel Committee on Banking Supervision in June 2004 in
the form existing on the date of this Agreement (the Basel II Accord) or any other law or
regulation implementing the Basel II Accord or any of the approaches provided
for and allowed to be used by banks under or in connection with the Basel II
Accord in each case as from time to time implemented by any Lender,  the Notifying Lender (or a parent company
of it) has incurred or will incur an increased cost,
that is to say:  (i)an additional or increased cost
incurred as a result of, or in connection with, the Notifying Lender having
entered into, or being a party to, this Agreement or a Transfer Certificate, of
funding or maintaining its Commitment or its Contribution or performing its
obligations under this Agreement, or of having outstanding all or any part of
its Contribution or other unpaid sums;  (ii)a reduction in the amount of
any payment to the Notifying Lender under this Agreement or in the effective
return which such a payment represents to the Notifying Lender or on its
capital;  (iii)an additional or increased
cost of funding or maintaining all or any of the advances comprised in a class
of advances formed by or including the Notifying Lenders Contribution or (as
the case may require) the proportion of that cost attributable to the
Contribution; or  (iv)a liability to make a payment,
or a return foregone, which is calculated by reference to any amounts received
or receivable by the Notifying Lender under this Agreement;  but not an item attributable to a change in
the rate of tax on the overall net income of the Notifying Lender (or a parent
company of it) or an item covered by the indemnity for tax in Clause 21.1 or by
Clause 22.  For the purposes of this Clause 24.1 the
Notifying Lender may in good faith allocate or spread costs and/or losses among
its assets and liabilities (or any class thereof) on such basis as it considers
appropriate.  62


24.2Notification
to Borrower of claim for increased costs.The
Agent shall promptly notify the Borrower and the Security Parties of the notice
which the Agent received from the Notifying Lender under Clause 24.1.  24.3Payment
of increased costs.The Borrower
shall pay to the Agent, on the Agents demand, for the account of the Notifying
Lender the amounts which the Agent from time to time notifies the Borrower that
the Notifying Lender has specified to be necessary to compensate the Notifying
Lender for the increased cost.  24.4Notice of
prepayment.If the Borrower is not willing
to continue to compensate the Notifying Lender for the increased cost under
Clause 24.3, the Borrower may give the Agent not less than 3 Business Days
notice of its intention to prepay the Notifying Lenders Contribution.  24.5Prepayment;
termination of Commitment.A notice under
Clause 24.4 shall be irrevocable; the Agent shall promptly notify the Notifying
Lender of the Borrowers notice of intended prepayment; and:  (a)on the date on which the Agent
serves that notice, the Commitment of the Notifying Lender shall be cancelled;
and  (b)on the date specified in its
notice of intended prepayment, the Borrower shall prepay (without premium or
penalty) the Notifying Lenders Contribution, together with accrued interest
thereon at the applicable rate plus the Margin (but subject to Clause 21.1).  24.6Application
of prepayment.Clause 8 shall apply in
relation to the prepayment.  25SET-OFF  25.1Application
of credit balances.Each Creditor
Party may without prior notice but following the occurrence of an Event of
Default which is continuing:  (a)apply any balance (whether or
not then due) which at any time stands to the credit of any account in the name
of the Borrower at any office in any country of that Creditor Party in or towards
satisfaction of any sum then due from the Borrower to that Creditor Party under
any of the Finance Documents; and  (b)for that purpose:  (i)break, or alter the maturity
of, all or any part of a deposit of the Borrower;  (ii)convert or translate all or
any part of a deposit or other credit balance into Dollars; and/or  (iii)enter into any other
transaction or make any entry with regard to the credit balance which the
Creditor Party concerned considers appropriate.  25.2Existing
rights unaffected.No Creditor
Party shall be obliged to exercise any of its rights under Clause 25.1; and
those rights shall be without prejudice and in addition to any right of
set-off, combination of accounts, charge, lien or other right or remedy to
which a Creditor Party is entitled (whether under the general law or any
document).  25.3Sums
deemed due to a Lender.For the
purposes of this Clause 25, a sum payable by the Borrower to the Agent or the
Security Trustee for distribution to, or for the account of, a Lender shall be
treated as a sum due to that Lender; and each Lenders proportion of a sum so
payable for distribution to, or for the account of, the Lenders shall be
treated as a sum due to such Lender.  63


26TRANSFERS
AND CHANGES IN LENDING OFFICES  26.1Transfer
by Borrower.The Borrower may not, without the prior consent of the Agent, given
with the authorisation of all the Lenders:  (a)transfer any of its rights or
obligations under any Finance Document; or  (b)enter into any merger,
de-merger or other reorganisation, or carry out any other act, as a result of
which any of its rights or liabilities would vest in, or pass to, another
person.  26.2Transfer
by a Lender.Subject to Clause 26.4, a
Lender (the Transferor Lender) may cause:  (a)its rights in respect of all
or part of its Contribution; and  (b)an equal proportion of its
obligations in respect of all or part of its Commitment,  to be (in the case of its rights)
transferred to, or (in the case of its obligations) assumed by, another bank or
financial institution or special purpose vehicle established by any Lender (a Transferee Lender) by delivering to the Agent a completed
certificate in the form set out in Schedule 5 with any modifications approved
or required by the Agent (a Transfer Certificate)
executed by the Transferor Lender and the Transferee Lender.  Any rights and obligations of the
Transferor Lender in its capacity as Agent, the Agent or Security Trustee will
have to be dealt with separately in accordance with the Agency and Trust
Agreement.  A
transfer pursuant to this Clause 26.2 shall:  (i)require the
prior written the consent of the Agent;  (ii)be effected
without the consent of, but with notice to, the Borrower:  (A)following
the occurrence of an Event of Default;  (B)if such
transfer is to a subsidiary or any other company or financial institution which
is in the same ownership or control as the Transferor Lender; and  (iii)require the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) in all other circumstances.  26.3Transfer
Certificate, delivery and notification.As
soon as reasonably practicable after a Transfer Certificate is delivered to the
Agent, it shall (unless it has reason to believe that the Transfer Certificate
may be defective):  (a)sign the Transfer Certificate
on behalf of itself, the Borrower, the Security Parties, the Security
Trustee,  each of the other Lenders and
the other Swap Banks;  (b)on behalf of the Transferee Lender,
send to the Borrower and each Security Party letters or faxes notifying them of
the Transfer Certificate and attaching a copy of it; and  (c)send to the Transferee Lender
copies of the letters or faxes sent under paragraph (b).  26.4Effective
Date of Transfer Certificate.A Transfer
Certificate becomes effective on the date, if any, specified in the Transfer
Certificate as its effective date Provided
that it is signed by the Agent under Clause 26.3 on or before that
date.  64


26.5No transfer without Transfer Certificate.  No assignment or transfer of
any right or obligation of a Lender under any Finance Document is binding on,
or effective in relation to, the Borrower, any Security Party, the Agent or the
Security Trustee unless it is effected, evidenced or perfected by a Transfer
Certificate.  26.6Lender re-organisation; waiver of Transfer Certificate.If a Lender
enters into any merger, de-merger or other reorganisation as a result of which
all its rights or obligations vest in a successor, the successor shall
automatically and without any further act being necessary become a Lender with
the same Commitment and Contribution as were held by the predecessor Lender.  26.7Effect of Transfer Certificate.  A Transfer Certificate takes effect in
accordance with English law as follows:  (a)to the extent specified in the Transfer Certificate, all rights and
interests (present, future or contingent) which the Transferor Lender has under
or by virtue of the Finance Documents are assigned to the Transferee Lender
absolutely;  (b)the Transferor Lenders Commitment is discharged to the extent
specified in the Transfer Certificate;  (c)the Transferee Lender becomes a Lender with a Contribution and a
Commitment of an amount specified in the Transfer Certificate;  (d)the Transferee Lender becomes bound by all the provisions of the
Finance Documents which are applicable to the Lenders generally, including
those about pro-rata sharing and the exclusion of liability on the part of, and
the indemnification of, the Agent and the Security Trustee and, to the extent
that the Transferee Lender becomes bound by those provisions (other than those
relating to exclusion of liability), the Transferor Lender ceases to be bound
by them;  (e)any part of the Loan which the Transferee Lender advances after the
Transfer Certificates effective date ranks in point of priority and security
in the same way as it would have ranked had it been advanced by the Transferor
Lender;  (f)the Transferee Lender becomes entitled to all the rights under the
Finance Documents which are applicable to the Lenders generally, including but
not limited to those relating to the Majority Lenders and those under Clause
5.7 and Clause 20, and to the extent that the Transferee Lender becomes
entitled to such rights, the Transferor Lender ceases to be entitled to them;
and  (g)in respect of any breach of a warranty, undertaking, condition or
other provision of a Finance Document or any misrepresentation made in or in
connection with a Finance Document, the Transferee Lender shall be entitled to
recover damages by reference to the loss incurred by it as a result of the
breach or misrepresentation, irrespective of whether the original Lender would
have incurred a loss of that kind or amount.  The rights and equities of the Borrower or
any Security Party referred to above include, but are not limited to, any right
of set off and any other kind of cross-claim.  26.8Maintenance of register of Lenders.  During the Security Period the Agent shall
maintain a register in which it shall record the name, Commitment, Contribution
and administrative details (including the lending office) from time to time of
each Lender and the effective date (in accordance with Clause 26.4) of each
Transfer Certificate; and the Agent shall make the register available for
inspection by any Lender, the Security Trustee and the Borrower during normal
banking hours, subject to receiving at least 3 Business Days prior notice.  65


26.9Reliance on register of Lenders.  The entries on that register shall, in the
absence of manifest error, be conclusive in determining the identities of the
Lenders and the amounts of their Commitments and Contributions and the
effective dates of Transfer Certificates and may be relied upon by the Agent
and the other parties to the Finance Documents for all purposes relating to the
Finance Documents.  26.10Authorisation of Agent to sign Transfer Certificates. The Borrower, the Security Trustee and each Lender irrevocably
authorises the Agent to sign Transfer Certificates on its behalf.  26.11Registration fee.  In respect of any Transfer Certificate, the
Agent shall, following its request and at its option, be entitled to recover a
registration fee of $2,500 from the Transferor Lender or (at the Agents
option) the Transferee Lender.  26.12Sub-participation; subrogation assignment.  A Lender may sub-participate
all or any part of its rights and/or obligations under or in connection with
the Finance Documents without the consent of, or any notice to, the Borrower,
any Security Party, the Agent or the Security Trustee; and the Lenders may
assign, in any manner and terms agreed by the Majority Lenders, the Agent and
the Security Trustee, all or any part of those rights to an insurer or surety
who has become subrogated to them.  26.13Disclosure of information.  A Lender may provide or disclose to an actual
or potential Transferee Lender, any assignee or sub-participant or any person
who may otherwise enter into contractual relations with that Lender in
connection with this Agreement, a copy of this Agreement, copies of all
information provided by the Borrower or any of the Security Parties under or in
connection with each Finance Document, details of drawings made by the Borrower
under this Agreement and information regarding the performance by the Borrower
and the Security Parties of their obligations under this Agreement and the
other Finance Documents.  26.14Change of lending office.  A Lender may change its lending office and
may change its booking office by giving notice to the Agent and the change
shall become effective on the later of:  (a)the date on which the Agent receives the notice; and  (b)the date, if any, specified in the notice as the date on which the
change will come into effect.  26.15Notification.  On receiving a notice pursuant to Clause
26.14, the Agent shall notify the Borrower and the Security Trustee; and, until
the Agent receives such a notice, it shall be entitled to assume that a Lender
is acting through the lending office or is acting through the booking office of
which the Agent last had notice.  27VARIATIONS AND WAIVERS  27.1Variations, waivers etc. by Majority Lenders.  Subject to Clause 27.2, a
document shall be effective to vary, waive, suspend or limit any provision of a
Finance Document, or any Creditor Partys rights or remedies under such a
provision or the general law, only if the document is signed, or specifically
agreed to by fax, by the Borrower, by the Agent on behalf and with the consent
of the Majority Lenders, by the Agent and the Security Trustee in their own
rights, and, if the document relates to a Finance Document to which a Security
Party is party, by that Security Party.  27.2Variations, waivers etc. requiring agreement of all Lenders.  However, as regards the
following, Clause 27.1 applies as if the words by the Agent on behalf and with
the consent of the Majority Lenders were replaced by the words by or on
behalf and with the consent of every Lender:  66


(a)a change in the definition of the Margin or in the definition of
LIBOR;  (b)a change to the date for, or the amount of, any payment of
principal, interest, fees, or other sum payable under this Agreement;  (c)a change to any Lenders Commitment;  (d)an extension of the Availability Period;  (e)a change to the definition of Majority Lenders or Finance
Documents;  (f)a change to the preamble or to Clause 2, 3, 4, 5.1, 8.2, 11, 12.4, 15.1,
17, 18, 19 or 30;  (g)a change to this Clause 27;  (h)any release of, or material variation to, a Security Interest,
guarantee, indemnity or subordination arrangement set out in a Finance
Document; and  (i)any other change or matter as regards which this Agreement or
another Finance Document expressly provides that each Lenders consent is
required.  27.3Exclusion of other or implied variations.  Except for a document which
satisfies the requirements of Clauses 27.1 and 27.2, no document, and no act,
course of conduct, failure or neglect to act, delay or acquiescence on the part
of the Creditor Parties or any of them (or any person acting on behalf of any
of them) shall result in the Creditor Parties or any of them (or any person
acting on behalf of any of them) being taken to have varied, waived, suspended
or limited, or being precluded (permanently or temporarily) from enforcing,
relying on or exercising:  (a)a provision of this Agreement or another Finance Document; or  (b)an Event of Default; or  (c)a breach by the Borrower or a Security Party of an obligation under
a Finance Document or the general law; or  (d)any right or remedy conferred by any Finance Document or by the
general law;  (e)and there shall not be implied into any Finance Document any term or
condition requiring any such provision to be enforced, or such right or remedy
to be exercised, within a certain or reasonable time.  28NOTICES  28.1General.Unless otherwise specifically provided, any notice under or in
connection with any Finance Document shall be given by letter or fax; and
references in the Finance Documents to written notices, notices in writing and
notices signed by particular persons shall be construed accordingly.  28.2Addresses for communications.  A notice shall be sent:  (a)to the Borrower:
  c/o Approved ManagerAkti Kondyli 14185 45 PiraeusGreeceFax No: +30 210 422 0853  67


(b)to a Lender:
  At the address below its name in Schedule 1,
  Part A or (as the case may require) in the relevant Transfer Certificate(c)to the Agent and Security Trustee:
  Domshof 17D-28195 BremenGermanyFax No: +49 421 360 9329Attention: Achim Boehme(d)to a Swap Bank:
  At the address below its name in Schedule 1,
  Part B  or to such other address as the relevant party may notify the other.  28.3Effective date of notices.  Subject to Clauses 28.4 and 28.5:  (a)a notice which is delivered personally or posted shall be deemed to
be served, and shall take effect, at the time when it is delivered; and  (b)a notice which is sent by fax shall be deemed to be served, and
shall take effect, 2 hours after its transmission is completed.  28.4Service outside business hours.  However, if under Clause 28.3 a notice would
be deemed to be served:  (a)on a day which is not a business day in the place of receipt; or  (b)on such a business day, but after 5 p.m. local time,  the notice shall (subject to Clause 28.5) be deemed to be served, and
shall take effect, at 9 a.m. on the next day which is such a business day.  28.5Illegible notices.  Clauses 28.3 and 28.4 do not apply if the
recipient of a notice notifies the sender within one hour after the time at
which the notice would otherwise be deemed to be served that the notice has
been received in a form which is illegible in a material respect.  28.6Valid notices.  A notice under or in connection with a
Finance Document shall not be invalid by reason that its contents or the manner
of serving it does not comply with the requirements of this Agreement or, where
appropriate, any other Finance Document under which it is served if the failure
to serve it in accordance with the requirements of this Agreement or other
Finance Document, as the case may be, has not caused any party to suffer any
significant loss or prejudice.  28.7English language.  Any notice under or in connection with a
Finance Document shall be in English.  28.8Meaning of notice.  In this Clause notice includes any demand,
consent, authorisation, approval, instruction, waiver or other communication.  29SUPPLEMENTAL  29.1Rights cumulative, non-exclusive.  The rights and remedies which the Finance
Documents give to each Creditor Party are:  68


(a)cumulative;  (b)may be exercised as often as appears expedient; and  (c)shall not, unless a Finance Document explicitly and specifically
states so, be taken to exclude or limit any right or remedy conferred by any
law.  29.2Severability of provisions.  If any provision of a Finance Document is or
subsequently becomes void, unenforceable or illegal, that shall not affect the
validity, enforceability or legality of the other provisions of that Finance
Document or of the provisions of any other Finance Document.  29.3Counterparts.  A Finance Document may be executed in any
number of counterparts.  29.4Benefit and binding effect.  The terms of this Agreement
shall be binding upon, and shall enure to the benefit of, the parties hereto
and their respective (including subsequent) successors and permitted assigns
and transferees.  29.5Third party rights.  A person who is not a party to this Agreement
has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce
or to enjoy the benefit of any term of this Agreement.  30LAW AND JURISDICTION  30.1English law.  This Agreement and any non contractual
obligations arising out of or in connection with it shall be governed by, and
construed in accordance with, English law.  30.2Exclusive English jurisdiction.  Subject to Clause 30.3, the courts of England
shall have exclusive jurisdiction to settle any Dispute.  30.3Choice of forum for the exclusive benefit of the Creditor Parties.  Clause 30.2 is for the
exclusive benefit of the Creditor Parties, each of which reserves the right:  (a)to commence proceedings in relation to any Dispute in the courts of
any country other than England and which have or claim jurisdiction to that
matter; and  (b)to commence such proceedings in the courts of any such country or
countries concurrently with or in addition to proceedings in England or without
commencing proceedings in England.  The Borrower shall not commence any proceedings in any country other than
England in relation to a Dispute.  30.4Process agent.  The Borrower irrevocably appoints Danaos
Management Consultants at their office for the time being, presently at 4
Staple Inn, Holborrn, London WC1V 7QU, England to act as its process agent to
receive and accept on its behalf any process or other document relating to any
proceedings in the English courts which are connected with a Dispute.  30.5Creditor Party rights unaffected.  Nothing in this Clause 30 shall exclude or
limit any right which any Creditor Party may have (whether under the law of any
country, an international convention or otherwise) with regard to the bringing
of proceedings, the service of process, the recognition or enforcement of a
judgment or any similar or related matter in any jurisdiction.  30.6Meaning of proceedings.  In this Clause 30, proceedings
means proceedings of any kind, including an application for a provisional or
protective measure and a Dispute  means any dispute arising out of or in
connection with this Agreement (including a  69


dispute relating to the existence, validity or
termination of this Agreement) or any non-contractual obligation arising out of
or in connection with this Agreement.   THIS AGREEMENThas been entered into on the date stated at the
beginning of this Agreement.  70


SCHEDULE 1  PART A  LENDERS AND COMMITMENTS  Lender and Lending Office
  
  Commitment(US Dollars)Deutsche Schiffsbank Aktiengesellschaft
  Domshof 17, D-28195 Bremen
  Federal Republic of Germany
  
  125,000,000Credit Suisse
  St. Alban-Graben
  103 P.O. Box
  CH-4002, Basel Switzerland
  
  125,000,000Emporiki Bank of Greece S.A.
  114 Kolokotroni Street
  185 35 Piraeus
  Greece
  
  49,000,000  PART B  SWAP BANKS  Deutsche Schiffsbank Aktiengesellschaft Domshof 17, D-28195 Bremen Federal Republic of Germany  Credit Suisse St. Alban-Graben 103 P.O. Box CH-4002, Basel Switzerland  Emporiki Bank of Greece S.A. 114 Kolokotroni Street 185 35 Piraeus Greece  71


SCHEDULE 2
DRAWDOWN NOTICE  To:Deutsche Schiffsbank Aktiengesellschaft Domshof 17, D-28195 Bremen Federal Republic of Germany  2009  DRAWDOWN NOTICE  1We refer to the loan agreement (the Loan
Agreement) dated          2009
and made between us, the Borrower, the Lenders and the Swap Banks referred to
therein, yourselves as Agent and Security Trustee, in connection with a term
loan facility of up to US$299,000,000. Terms defined in the Loan Agreement have
their defined meanings when used in this Drawdown Notice.  2We request to borrow the [     
] Advance of Tranche [          ]
as follows:  (a)Amount: US$[         ];  (b)Drawdown Date:  [             ];  (c)Duration of the first Interest Period shall be [        ] months;  (d)Payment instructions : account of [                             ] and numbered
[                                         
] with [                 ] of
[                       ].  3We represent and warrant that:  (a)the representations and warranties in Clause 10 of the Loan
Agreement would remain true and not misleading if repeated on the date of this
notice with reference to the circumstances now existing; and  (b)no Event of Default or Potential Event of Default has occurred or
will result from the borrowing of the Loan.  4This notice cannot be revoked without your prior consent.  5We authorise you to deduct any fees including the arrangement fee
and any accrued commitment fee referred to in Clause 20 from the amount of the
Advance.  
  Attorney-in-Fact for
and on behalf of DANAOS CORPORATION  72


SCHEDULE 3
CONDITION PRECEDENT DOCUMENTS  In this Schedule 3 Relevant Ship means, in relation to an
Advance of a Tranche to be made available on a Drawdown Date, the Ship which is
to be part-financed by that Tranche.  PART A  The following are the documents referred to in
Clause 9.1(a).  1A duly executed original of each Guarantee, the Master Agreements,
the Agency and Trust Agreement, the Master Agreement Assignments and the Danaos
Earnings Account Pledge.  2Certified copies of the certificate of incorporation and
constitutional documents of the Borrower and each Owner.  3Copies of resolutions of the shareholders and directors of each
Owner authorising the execution of each of the Finance Documents to which that
Owner is a party and, in the case of each Owner ratifying the execution of the
Shipbuilding Contracts to which it is a party.  4Evidence that the Danaos
Earnings Account has been duly opened with the Account Bank by the Borrower.  5The original of any power of
attorney under which any Finance Document is executed on behalf of the Borrower
or each Owner.  6Copies of all consents which
the Borrower or any Security Party requires to enter into, or make any payment
under, any Finance Document or any Shipbuilding Contract.  7Originals of the Refund
Guarantees and certified true copies of the Shipbuilding Contracts duly
executed by the parties thereto.  8Documentary evidence that the
agent for service of process named in Clause 30 has accepted its appointment.  9Favourable legal opinions
from lawyers appointed by the Agent on such matters concerning the laws of the
Marshall Islands, Liberia, Korea and China and such other relevant
jurisdictions as the Majority Lenders may require.  10Copies of each Initial
Charterparty duly executed by the parties thereto.  11If the Lenders so requires,
in respect of any of the documents referred to above, a certified English
translation prepared by a translator approved by the Agent.  PART B  The following are the
documents referred to in Clause 9.1(b).  1A duly executed original of the Predelivery Security Assignment and
the Charterparty Assignment in respect of the Initial Charterparty for the
Relevant Ship (and of each document required to be delivered pursuant thereto)
and, if the Relevant Ship is Ship C, the Bareboat Charter Security Agreement in
respect of the Initial Charterparty for Ship C (and of each document to be
delivered thereunder).  73


2Evidence that the first instalment payable pursuant to the relevant
Shipbuilding Contract has been duly paid by the relevant Owner to the relevant
Builder.  3Such documentary evidence as the Agent and its legal advisers may
require in relation to the due authorisation and execution of the Refund
Guarantee applicable to the Shipbuilding Contract for the Relevant Ship and, in
the case of the First Refund Guarantee D, evidence that it has been duly
registered with the State Administration for Foreign Exchange (SAFE) in China.  PART C  The following are the documents referred to in Clause 9.1(c).  1A duly issued invoice from the relevant Builder notifying the
relevant Owner that the steel-cutting of the Relevant Ship has been carried out
and showing all sums due and payable to that Builder pursuant to the relevant Article of
the Shipbuilding Contracts for the Relevant Ship upon steel-cutting of that
Ship together with evidence that all amounts payable thereunder have been duly
paid.  2Evidence satisfactory to the Agent that the funds referred to in Clause
4.2(d) applicable to the steel-cutting instalment of the Relevant Ship
have been paid by the relevant Owner to the relevant Builder or will be paid at
the same time as the remittance of the relevant Advance to that Builder.  PART D  The following are the documents referred to in Clause 9.1(d).  1A duly issued invoice from the relevant Builder notifying the
relevant Owner that the keel-laying of the Relevant Ship has been carried out
and showing all sums due and payable to that Builder pursuant to the relevant Article of
the Shipbuilding Contract for the Relevant Ship upon keel-laying of that Ship.  2Evidence satisfactory to the Agent that the funds referred to in Clause
4.2(d) applicable to the keel-laying instalment of the Relevant Ship have
been paid by the relevant Owner to the relevant Builder or will be paid at the
same time as the remittance of the relevant Advance to that Builder.  3Written confirmation from the Owner of the Relevant Ship and the
Approved Manager that they have irrevocably accepted and approved the building
works which have been completed on the Relevant Ship up to the date of her
keel-laying.  4If the Relevant Ship is Ship D, the original Refund Guarantee (or a
copy of the SWIFT message pursuant to which that Refund Guarantee has been
issued) for the third instalment payable pursuant to Shipbuilding Contract D
together with such documentary evidence as the Agent and its legal advisers may
require in relation to the due authorisation and execution of the Refund
Guarantee and evidence that it has been duly registered with the State
Administration for Foreign Exchange (SAFE) in China.  PART E  The following are the
documents referred to in Clause 9.1(e).  1A duly issued invoice from the relevant Builder notifying the
relevant Owner that the launching of the Relevant Ship has been carried out and
showing all sums due and  74


payable to
that Builder pursuant to the relevant Article of the Shipbuilding Contract
for the Relevant Ship upon launching of that Ship.  2Evidence satisfactory to the Agent that the funds referred to in Clause
4.2(d) applicable to the launching instalment of the Relevant Ship have
been paid by the relevant Owner to the relevant Builder or will be paid at the
same time as the remittance of the relevant Advance to that Builder.  3Written confirmation from the relevant Owner and the Approved
Manager that they have irrevocably accepted and approved the building works
which have been completed on the Relevant Ship up to the date of launching.  4If the Relevant Ship is Ship D, the original Refund Guarantee for
the fourth instalment (or a copy of the SWIFT message pursuant to which that
Refund Guarantee has been issued) payable pursuant to Shipbuilding Contract D
together with such documentary evidence as the Agent and its legal advisers may
require in relation to the due authorisation and execution of the Refund
Guarantee and evidence that it has been registered with the State
Administration for Foreign Exchange (SAFE) in China.  PART F  The following are the
documents referred to in Clause 9.1(f).  1Evidence, satisfactory to the Agent, that arrangements have been
made with the Builder (and the Builders bank) to protect the Agents right to
repayment of the relevant Advance between the Drawdown Date for that Advance
and the Delivery Date of the Relevant Ship under the relevant Shipbuilding
Contract with the Advance only being released to the Builder by an
attorney-in-fact appoint by the Agent.  2A duly executed original of the Mortgage, the Deed of Covenant (if
applicable), the General Assignment (and of each document to be delivered under
each of them) in respect of the Relevant Ship.  3Documentary evidence that:  (a)the Relevant Ship has been unconditionally delivered by the relevant
Builder to, and accepted by, the relevant Owner under the relevant Shipbuilding
Contract, and the full purchase price payable under that Shipbuilding Contract
(in addition to the part being financed by the relevant Tranche) has been duly
paid;  (b)the Relevant Ship is definitively and permanently registered in the
name of the relevant Owner under an Approved Flag;  (c)the Relevant Ship is in the absolute and unencumbered ownership of
the relevant Owner save as contemplated by the Finance Documents;  (d)the Relevant Ship maintains the highest available class with a
classification society which is a member of the International Association of
Classification Societies and which his acceptable to the Agent free of all
overdue recommendations affecting the class;  (e)the Mortgage and (if applicable) the Deed of Covenant in respect of
the Relevant Ship have been duly registered against the Relevant Ship as a
valid first preferred or priority ship mortgage and (if applicable) collateral
deed of covenant in accordance with the laws of the applicable Approved Flag
State;  (f)the Relevant Ship has been unconditionally delivered by its Owner
to, and accepted by, its Charterer for operation under the Initial Charterparty
relative to that Ship after the  75


Mortgage and
(if applicable) the Deed of Covenant have been duly registered against that
Ship in accordance with the laws of the applicable Approved Flag State; and  (g)the Relevant Ship is insured in accordance with the provisions of
this Agreement and all requirements therein in respect of insurances have been
complied with.  4Documents establishing that the Relevant Ship will, as from its
Delivery Date, be managed by the Approved Manager on terms acceptable to the
Agent, together with:  (a)the Approved Managers Undertaking in respect of the Relevant Ship;
and  (b)copies of the document of compliance (DOC), and the safety
management certificate (SMC) pursuant to the ISM Code and International Ship
Security Certificate issued pursuant to the ISPS Code in relation to the Ship,
the relevant Owner, the Approved Manager and/or if the Relevant Ship is Ship D,
Yang Ming.  5A valuation of the Relevant Ship addressed to the Agent and dated no
earlier than 30 days prior to the relevant Delivery Date, stated to be for the
purposes of this Agreement and prepared in accordance with Clause 15 which
shows the value of the Relevant Ship in an amount acceptable to the Agent  6A favourable opinion (at the cost of the Borrower) from an
independent insurance consultant acceptable to the Agent on such matters
relating to the insurances for the Relevant Ship as the Agent may require.  7A written statement, satisfactory to the Agent, evidencing the
calculation of the Delivered Cost of the Relevant Ship (with a detailed
breakdown of the Extra Pre-Delivery Costs for that Ship) signed by the chief
financial officer or, in his absence, any other officer of the Borrower.  8Favourable legal opinions from lawyers appointed by the Agent on
such matters concerning the laws of the applicable Approved Flag State and such
other relevant jurisdictions as the Majority Lenders may require.  Every copy document delivered
under this Schedule shall be certified as a true and up to date copy by a director
or the secretary (or equivalent officer) of the relevant Owner.  76


SCHEDULE 4
AMOUNT OF ADVANCES  Ship A  Stage of
  Construction
  
  Amount due
  to
  Yard under 
  Shipbuilding
  Contract
  
  Maximum
  amount of
  Advance($)
  
  ($)First Instalment
  
  12,760,000
  
  10,208,000Steel-cutting
  
  6,380,000
  
  5,104,000Keel-laying
  
  6,380,000
  
  5,104,000Delivery
  
  38,280,000
  
  28,584,000
  *Total
  
  63,800,000
  
  49,000,000  Ship B  Stage of
  Construction
  
  Amount due
  to
  Yard under
  Shipbuilding
  Contract
  
  Maximum
  amount of
  Advance($)
  
  ($)First Instalment
  
  16,764,000
  
  13,411,200Steel-cutting
  
  5,588,000
  
  4,470,400Keel-laying
  
  5,588,000
  
  4,470,400Delivery
  
  27,940,000
  
  22,348,000
  *Total
  
  55,880,000
  
  44,700,000  77


Ship C  Stage of
  Construction
  
  Amount due
  to
  Yard under
  Shipbuilding
  Contract
  
  Maximum 
  amount of
  Advance($)
  
  ($)First Instalment
  
  19,800,000
  
  15,840,000Steel-cutting
  
  9,900,000
  
  7,920,000Keel-laying
  
  9,900,000
  
  7,920,000Launching
  
  9,900,000
  
  7,920,000Delivery
  
  49,500,000
  
  34,000,000
  *Total
  
  99,000,000
  
  73,600,000  Ship D  Stage of
  Construction
  
  Amount due
  to
  Yard under
  Shipbuilding
  Contract
  
  Maximum
  amount of
  Advance($)
  
  ($)First Instalment
  
  22,600,000
  
  18,080,000Steel-cutting
  
  16,950,000
  
  13,560,000Keel-laying
  
  16,950,000
  
  13,560,000Launching
  
  22,600,000
  
  18,080,000Delivery
  
  33,900,000
  
  23,720,000
  *Total
  
  113,000,000
  
  87,000,000  78


Ship E  Stage
  of Construction
  
  Amount due to
  Yard under
  Shipbuilding
  Contract
  
  Maximum
  amount of
  Advance($)
  
  ($)First
  Instalment
  
  16,764,000
  
  13,411,200Steel-cutting
  
  5,588,000
  
  4,470,400Keel-laying
  
  5,588,000
  
  4,470,400Delivery
  
  27,940,000
  
  22,348,000
  *Total
  
  55,880,000
  
  44,700,000  
 * All the Advances to be made available to finance
part of the delivery instalments shall also be used to part-finance the Extra
Pre-Delivery Costs of each Ship and the maximum amount of each such Advance
takes into account the Extra Pre-Delivery Costs of the relevant Ship which are
to be part-financed.  79


SCHEDULE 5
TRANSFER CERTIFICATE  The Transferor and the Transferee accept
exclusive responsibility for ensuring that this Certificate and the transaction
to which it relates comply with all legal and regulatory requirements
applicable to them respectively.  To:DEUTSCHE
SCHIFFSBANK AKTIENGESELLSCHAFTfor itself and for and on behalf of the Borrower, each
Security Party, the Security Trustee, and each Lender and each Swap Bank as
each such term is defined in the Loan Agreement referred to below.  [                ],
20[  ]  1This Certificate relates to a
Loan Agreement datedFebruary 2009 (the Agreement)
and made between (1) Danaos Corporation (the Borrower), (2) the banks and financial institutions
listed in Schedule 1, Part A as Lenders, (3) the banks and financial
institutions listed in Schedule 1, Part B as Swap Banks and (4) Deutsche
Schiffsbank Aktiengesellschäft as Agent and Security Trustee for a term loan
facility of up to $299,000,000 in aggregate.  2In this Certificate, terms
defined in the Agreement shall, unless the contrary intention appears, have the
same meanings when used in this Certificate and in addition:  Relevant Parties
means the Agent, the Borrower, each Security Party, the Security Trustee, each
Lender and each Swap Bank;  Transferor
means [full name] of [lending office];  Transferee
means [full name] of [lending office].  3The effective date of this
Certificate is [·], provided that this Certificate shall not come into effect
unless it is signed by the Agent on or before that date.  4The Transferor assigns to the
Transferee absolutely and without recourse all rights and interests (present,
future or contingent) which the Transferor has as Lender under or by virtue of
the Agreement and every other Finance Document in relation to [·] per cent. of its Contribution, which
amounts to $[·].  5By virtue of this Certificate
and Clause 26 of the Agreement, the Transferor is discharged [entirely from its
Commitment which amounts to $[·]] [from [·] per cent. of its Commitment which percentage
represents $[·]].  6The Transferee undertakes with
the Transferor and each of the Relevant Parties that the Transferee will
observe and perform all the obligations under the Finance Documents which
Clause 26 of the Agreement provides will become binding on it upon this
Certificate taking effect.  7The Agent, at the request of
the Transferee (which request is hereby made) accepts, for the Agent itself and
for and on behalf of every other Relevant Party, this Certificate as a Transfer
Certificate taking effect in accordance with Clause 26 of the Agreement.  80


8The Transferor:  (a)warrants to the Transferee and
each Relevant Party:  (i)that the Transferor has full
capacity to enter into this transaction and has taken all corporate action and
obtained all consents which it needs in connection with this transaction; and  (ii)that this Certificate is valid
and binding as regards the Transferor;  (b)warrants to the Transferee
that the Transferor is absolutely entitled, free of encumbrances, to all the
rights and interests covered by the assignment in paragraph 4 above; and  (c)undertakes with the Transferee
that the Transferor will, at its own expense, execute any documents which the
Transferee reasonably requests for perfecting in any relevant jurisdiction the
Transferees title under this Certificate or for a similar purpose.  9The Transferee:  (a)confirms that it has received
a copy of the Agreement and of each other Finance Document;  (b)agrees that it will have no
rights of recourse on any ground against either the Transferor, the Agent, the
Security Trustee, any of the Arrangers or any Lender in the event that:  (1)any Finance Document proves to
be invalid or ineffective;  (2)the Borrower or any Security
Party fails to observe or perform its obligations, or to discharge its
liabilities, under any Finance Document; or  (3)it proves impossible to
realise any asset covered by a Security Interest created by a Finance Document
or the proceeds of such assets are insufficient to discharge the liabilities of
the Borrower or any Security Party under the Finance Documents;  (c)agrees that it will have no
rights of recourse on any ground against the Agent, the Security Trustee, the
Arrangers or any Lender in the event that this Certificate proves to be invalid
or ineffective;  (d)warrants to the Transferor and
each Relevant Party:  (1)that it has full capacity to
enter into this transaction and has taken all corporate action and obtained all
consents which it needs to take or obtain in connection with this transaction;
and  (2)that this Certificate is valid
and binding as regards the Transferee; and  (e)confirms the accuracy of the
administrative details set out below regarding the Transferee.  10The Transferor and the
Transferee each undertake with the Agent and the Security Trustee severally, on
demand, fully to indemnify the Agent and/or the Security Trustee in respect of
any claim, proceeding, liability or expense (including all legal expenses)
which they or either of them may incur in connection with this Certificate or
any matter arising out of it, except such as are shown to have been mainly and
directly caused by the gross  81


and culpable negligence
or dishonesty of the Agents or the Security Trustees own officers or
employees.  11The Transferee shall repay to
the Transferor on demand so much of any sum paid by the Transferor under
paragraph 10 above as exceeds one-half of the amount demanded by the Agent or
the Security Trustee in respect of a claim, proceeding, liability or expense
which was not reasonably foreseeable at the date of this Certificate; but
nothing in this paragraph shall affect the liability of each of the Transferor
and the Transferee to the Agent or the Security Trustee for the full amount
demanded by it.  12This Certificate shall be
governed by, and construed in accordance with, English law.   [Name
  of Transferor]
  [Name
  of Transferee]By:
  By:Date:
  Date:AgentSigned
  for itself and for and on behalf of itselfas
  Agent and for every other Relevant Party[Name
  of Agent]By:Date:  82


Administrative Details of
Transferee  Name
  of Transferee:Lending
  Office:Contact
  Person(Loan
  Administration Department):Telephone:Telex:Fax:Contact
  Person(Credit
  Administration Department):Telephone:Telex:Fax:Account for payments:  NOTE:
  THIS
  TRANSFER CERTIFICATE ALONE MAY NOT BE SUFFICIENT TO TRANSFER A
  PROPORTIONATE SHARE OF THE TRANSFERORS INTEREST IN THE SECURITY CONSTITUTED
  BY THE FINANCE DOCUMENTS IN THE TRANSFERORS OR TRANSFEREES JURISDICTION OR
  IN THE JURISDICTION OF THE LAW WHICH GOVERNS A PARTICULAR SECURITY INTEREST.
  IT IS THE RESPONSIBILITY OF EACH LENDER TO ASCERTAIN WHETHER ANY OTHER
  DOCUMENTS ARE REQUIRED FOR THIS PURPOSE.  83


SCHEDULE 6
FORM OF COMPLIANCE CERTIFICATE  To:
  
  Deutsche
  Schiffsbank AktiengesellschaftDomshof
  17D-28195
  BremenFederal Republic of Germany[·] 200[·]  Dear Sirs,  We refer to a loan agreement [·] 2009 (the Loan Agreement) made between (amongst others) yourselves and
ourselves in relation to a secured term loan facility of up to $299,000,000 in
aggregate.  Words and expressions defined in the Loan Agreement
shall have the same meaning when used in this compliance certificate.  We enclose with this certificate a copy of the
[audited]/[unaudited] consolidated accounts for the Borrowers Group for the
[Financial Year] [3-month period] [6-month period] ended [·]. 
The accounts (i) have been prepared in accordance with all
applicable laws and USGAAP all consistently applied, (ii) give a true and
fair view of the state of affairs of the Borrowers Group at the date of the
accounts and of its profit for the period to which the accounts relate and (iii) fully
disclose or provide for all significant liabilities of the Borrowers Group.  We also enclose copies of the valuations of all the
Fleet Vessels which were used in calculating the Market Value Adjusted Total
Assets of the Borrowers Group as at [·].  The Borrower represents that no Event of Default or
Potential Event of Default has occurred as at the date of this certificate
[except for the following matter or event [set
out all material details of matter or event]].  In addition as of [·], the Borrower confirms compliance with
the financial covenants set out in Clause 12.5 of the Loan Agreement for the
[3] [6] months ending as of the date to which the enclosed accounts are
prepared.  We now certify that, as at [·]:  (a)the ratio of Total Liabilities
(after deducting all Cash and Cash Equivalents) to Market Value Adjusted Total
Assets (after deducting all Cash and Cash Equivalents) is [·]:[·];  (b)the aggregate of all Cash and
Cash Equivalents is $[·];  (c)the Interest Coverage Ratio is
[·]:[·];  (d)the Market Value Adjusted Net
Worth of the Borrowers Group is $[·];  (e)the Book Net Worth of the
Borrowers Group is [·]; and  (f)the Market Value Adjusted Net
Worth of the Borrowers Group is [·] per cent. of the Market
Value Adjusted Total Assets.  84


This certificate shall be governed by, and construed
in accordance with, English law.   [l]Chief Financial Officer ofDanaos Corporation  85


SCHEDULE 7
MANDATORY COST FORMULA  1The Mandatory Cost is an
addition to the interest rate to compensate Lenders for the cost of compliance
with (a) the requirements of the Financial Services Authority (or any
other authority which replaces all or any of its functions) or (b) the
requirements of the European Central Bank.  2On 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 Loan) and will
be expressed as a percentage rate per annum.  3The Additional Cost Rate for
any Lender lending from a lending 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 the Loan) of
complying with the minimum reserve requirements of the European Central Bank in
respect of loans made from that lending office.  4The Additional Cost Rate for
any Lender lending from a lending office in the United Kingdom will be
calculated by the Agent as follows:  per
  cent. per annum Where:  Eis 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 Lenders to the Agent pursuant to paragraph 6 below and
expressed in pounds per £1,000,000.  5For the purposes of this
Schedule:  (a)Special Deposits has the meaning given to it from time to
time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England;  (b)Fees Rules means the rules on periodic fees contained in
the FSA Supervision 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;  (g)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);  (h)Participating Member State means any member state of the
European Union that adopts or has adopted the euro as its lawful currency in
accordance with legislation of the European Union relating to European Monetary
Union; and  86


(i)Tariff Base has the meaning given to it in, and will be
calculated in accordance with, the Fees Rules.  6If requested by the Agent,
each Lender lending from a lending office in the United Kingdom shall, as soon
as practicable after publication by the Financial Services Authority, supply to
the Agent, the rate of charge payable by that Lender 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
Lender as being the average of the Fee Tariffs applicable to that Lender for
that financial year) and expressed in pounds per £1,000,000 of the Tariff Base
of that Lender.  7Each 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 in writing on or
prior to the date on which it becomes a Lender:  (a)the jurisdiction of its
lending office; and  (c)any other information that the
Agent may reasonably require for such purpose.  Each Lender shall promptly notify the Agent
in writing of any change to the information provided by it pursuant to this
paragraph.  8The rates of charge of each
Lender lending from a lending office in the United Kingdom for the purpose of
calculating E shall be determined by the Agent based upon the information
supplied to it pursuant to paragraph 6 above and on the assumption that, unless
a Lender notifies the Agent to the contrary, each Lenders obligations in
relation to cash ratio deposits and Special Deposits are the same as those of a
typical bank from its jurisdiction of incorporation with a lending office in
the same jurisdiction as its lending office.  9The 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 pursuant to paragraphs 3, 6 and 7
above is true and correct in all respects.  10The 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 pursuant to paragraphs 3, 6 and 7 above.  11Any 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.  The Agent may from time to time, after consultation
with the Borrower and the Lenders, 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 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  87


SCHEDULE 8
DESIGNATION NOTICE  To:
  Deutsche
  Schiffsbank AktiengesellschaftDomshof
  17, D-28195 BremenFederal Republic of Germany  [date]  Dear Sirs  Loan Agreement dated
                    
2009 made between (i) ourselves as Borrower (ii) the Banks and
Financial Institutions listed as Lenders and Swap Banks therein and (iii) yourselves
as Agent and Security Trustee  We refer to:  1the Loan Agreement;  2the Master Agreement made
between the Borrower and [·] as Swap Bank; and  3a Confirmation delivered
pursuant to the said Master Agreement dated [·].  In accordance with the terms of the Loan Agreement, we
hereby give you notice of the said Confirmation and hereby confirm that the
Transaction evidenced by it will be designated as a Designated Transaction
for the purposes of the Loan Agreement and the Finance Documents.  Yours faithfully,  for
  and on behalf ofDANAOS CORPORATION  88


EXECUTION PAGE  BORROWERSIGNEDby Mr. Iraklis Prokopakis
  )for and on
  behalf of
  )
  /s/ Iraklis
  ProkopakisDANAOS
  CORPORATION
  )LENDERSSIGNEDby Vassiliki Georgopoulos
  )for and on
  behalf of
  )
  /s/
  Vassiliki GeorgopoulosDEUTSCHE SCHIFFSBANK
  )AKTIENGESELLSCHÄFT
  )SIGNEDby Vassiliki Georgopoulos
  )for and on
  behalf of
  )
  /s/
  Vassiliki GeorgopoulosCREDIT SUISSE
  )SIGNEDby Christina Margelou &
  Chryssa Vallgan
  )for and on
  behalf of
  )
  /s/ Christina
  MargelouEMPORIKI BANK OF GREECE S.A.
  )
  /s/ Chryssa
  VallganSWAP
  BANKSSIGNEDby Vassiliki Georgopoulos
  )for and on
  behalf of
  )DEUTSCHE SCHIFFSBANK
  )
  /s/
  Vassiliki GeorgopoulosAKTIENGESELLSCHÄFT
  )SIGNEDby Vassiliki Georgopoulos
  )for and on
  behalf of
  )
  /s/
  Vassiliki GeorgopoulosCREDIT SUISSE
  )SIGNEDby Christina Margelou &
  Chryssa Vallgan
  )for and on
  behalf of
  )
  /s/
  Christina MargelouEMPORIKI BANK OF GREECE S.A.
  )
  /s/ Chryssa
  Vallgan  89


AGENTSIGNEDby Vassiliki Georgopoulos
  )for and on
  behalf of
  )
  /s/
  Vassiliki GeorgopoulosDEUTSCHE SCHIFFSBANK
  )AKTIENGESELLSCHÄFT
  )SECURITY
  TRUSTEESIGNEDby Vassiliki Georgopoulos
  )for and on
  behalf of
  )DEUTSCHE SCHIFFSBANK
  )
  /s/
  Vassiliki GeorgopoulosAKTIENGESELLSCHÄFT
  )Witness to
  all the
  )above
  signatures
  )
  /s/ Evangelia
  HatziefstratiouName: Evangelia
  HatziefstratiouAddress:
  Watson, Farely & Williams
                 2,
  Defteras Merarchia 
                 Piraeus
  185  36  Greece  90