Exhibit
4.16  Private & Confidential
  
  Execution version
  Dated                         July 2008  DANAOS CORPORATION
  (1)as BorrowerFORTIS BANK (NEDERLAND) N.V.
  (2)as Lead ArrangerLLOYDS TSB BANK PLCand
  (3)NATIONAL BANK OF GREECE S.A.as Co-ArrangersProvided byTHE BANKS AND FINANCIAL INSTITUTIONS
  (4)whose names are set out in
  Schedule 1 as LendersFORTIS BANK (NEDERLAND) N.V.
  (5)as AgentFORTIS BANK (NEDERLAND) N.V.
  (6)as Security TrusteeFORTIS BANK (NEDERLAND) N.V., LLOYDS TSB
  (7)BANK PLCandNATIONAL BANK OF GREECE S.A.as Swap Banks  
  LOAN
AGREEMENT for
a $253,200,000 Loan relating to the
m.v. YM Seattle, m.v. YM Vancouver,
m.v. YM Colombo and m.v. YM
Singapore


Contents  Clause
  
  Page1
  Purpose
  and definitions
  
  12
  The
  Commitments
  
  173
  Interest
  and interest periods
  
  184
  Repayment
  and prepayment
  
  215
  Commitment
  commission, fees and expenses
  
  256
  Payments
  and taxes; accounts and calculations
  
  267
  Representations
  and warranties
  
  298
  Undertakings
  
  329
  Conditions
  
  4310
  Events
  of Default
  
  4411
  Indemnities
  
  4912
  Unlawfulness
  and increased costs
  
  5113
  Security
  and set off
  
  5414
  Assignment,
  transfer and lending office
  
  5515
  Agent
  and Security Trustee
  
  5816
  Notices
  and other matters
  
  5817
  Governing
  law and jurisdiction
  
  61Schedule 1
  
  63Initial
  Commitments
  
  63Schedule 2
  Form of Compliance Certificate
  
  66Schedule 3
  Form of Drawdown Notice
  
  68Schedule 4
  Documents and evidence required as conditions precedent
  
  70Schedule 5
  Form of Substitution Certificate
  
  75Schedule 6
  Form of Notification of Change in Lending Office and/or Account for
  Payments
  
  81Schedule 7
  Mandatory Costs
  
  82


THIS AGREEMENTis dated
                        
July 2008 and made BETWEEN:  (1)DANAOS CORPORATIONas Borrower;  (2)FORTIS BANK (NEDERLAND) N.V.as Lead Arranger;  (3)LLOYDS TSB BANK PLCand NATIONAL BANK OF GREECE
S.A. as Co-Arrangers;  (4)THE BANKS AND FINANCIAL
INSTITUTIONSwhose names are set out in Schedule 1 as Lenders;  (5)FORTIS BANK (NEDERLAND) N.V.as Agent;  (6)FORTIS BANK (NEDERLAND) N.V.as Security Trustee; and  (7)FORTIS BANK (NEDERLAND) N.V., LLOYDS TSB BANK PLCand NATIONAL
BANK OF GREECE S.A. as Swap Banks.  IT IS AGREEDas follows:  1Purpose and definitions  1.1Purpose  This Agreement
sets out the terms and conditions upon and subject to which the Lenders agree
to make available to the Borrower a loan of up to an aggregate amount of
$253,200,000 to be for the purpose of re-financing existing debt on the Ships.  1.2Definitions  In this
Agreement, unless the context otherwise requires:  Accountsmeans the Borrower
Account and Owner Earnings Accounts;  Account Bankmeans Fortis
Bank (Nederland) N.V. acting through its offices at Coolsingel 93, P.O. Box
749, 3000 AS Rotterdam, The Netherlands and includes any other bank designated
in writing by the Agent (at the request of the Borrower and acting on the
instructions of the Majority Lenders) to be an Account Bank for the purposes of the Security Documents;  Account Pledgemeans the
account pledge executed, or as the context may require, to be executed by each
Owner in favour of the Security Trustee in respect of the Owner Earnings
Accounts in the agreed form;  Accounting Principlesmeans US GAAP or International Accounting
Standards or such other recognised International Accounting Standards which the
Borrower may choose to apply and  1


which are
agreed by the Lenders with their prior written consent (not to be unreasonably
withheld), consistently applied;  Advancemeans the
principal amount drawn down or requested to be drawn down by the Borrower under
the Agreement;  Affiliatemeans, in
relation to any person, a Subsidiary of that person or a Holding Company of
that person or any other Subsidiary of that Holding Company.  Agentmeans Fortis
Bank (Nederland) N.V. acting through its offices at Coolsingel 93, P.O. Box
749, 3000 AS Rotterdam, The Netherlands (or of such other address as may last
have been notified to the other parties to this Agreement pursuant to clause
16.1.3) and its successor in title or such other person as may be appointed
Agent for the Finance Parties pursuant to the Trust and Agency Agreement;  Approved BrokersmeansBraemar Seascope, Howe Robinson, Simpson Spence &
Young, Clarkson Valuations Limited and Maersk Broker and Approved Brokermeans any one of them;  Audited
Financial Statementsmeans the audited annual consolidated
financial statements of the Borrowers Group prepared in accordance with the
provisions of clause 8.1.6 in the English language and in compliance with all
applicable SEC requirements and audited by the Auditors;  Auditorsmeans such
internationally recognised and reputable firm of accountants appointed by the
Borrower;  Banking Daymeans a day
(other than Saturday or Sunday) on which dealings in deposits in Dollars are
carried on in the London Interbank Eurocurrency Market and on which banks are
open for business in Amsterdam, Athens, London and New York City;  Basel 2 Accordmeans 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 or any other law or regulation which
implements Basel 2 (whether such implementation, application or compliance is
by a government, regulator, Finance Party or any of their Affiliates);  Borrowermeans Danaos
Corporation, a corporation listed on the New York Stock Exchange and
domesticated in and existing under the laws of the Marshall Islands, whose
registered address is Trust Company Complex, Ajeltake Island, Ajeltake Road,
Majuro, Marshall Islands MH96960;  Borrower Accountmeans the
account in the name of the Borrower with account number240757572and IBANNL53 FTSB 0240 7575 72designated Danaos
Corporation, being an account with the Account Bank and includes any
sub-account thereof or time deposit account  2


constituted by
moneys originally held on such Account and any other account designated by the
Agent to be a Borrower Account for the purposes of this Agreement;  Borrowers Groupmeans the Borrower and its Subsidiaries;  Casualty Amountmeans
$1,500,000 (or the equivalent in any other currency);  Chartersmeans  (i)in respect of the m.v. YM Seattle, the timecharter dated 18 August 2005and made between Seacarriers
Services Inc. and the Charterer;  (ii)in respect of the m.v. YM Vancouver, the time charter dated 18 August 2005
and made between Seacarriers Lines Inc. and the Charterer;  (iii)in respect of the m.v. YM Colombo, the time charter dated 30 March 2005
and made between Auckland Marine Inc. and the Charterer;  (iv)in respect of the m.v. YM Singapore, the time charter dated 30 March 2005
and made between Wellington Marine Inc. and the Charterer,  Provided
that if one of the charters has been replaced in accordance with clause 4.2.5
of the Security Deed, this definition shall include such Replacement Charter
but shall not include such replaced charter,  Charterermeans Yang
Ming (UK) Ltd, a company incorporated in England with number3311986 and registered address at Second Floor, Valentines House, 51-69
Ilford Hill, Ilford IG1 2DG, United Kingdom;  Charter Notice
and Acknowledgementmeans a notice given by an Owner and the acknowledgement of
that notice of the assignment to be given by the relevant charterer in respect
of any Charter of a Ship in each case, substantially in the form scheduled to
the relevant Security Deed;  Classification
Societymeans Det Norske Veritas or such other classification
society which the Agent shall (acting on the instructions of all Lenders), at
the request of an Owner under the Guarantee, have agreed in writing shall be
treated as the Classification Society for the purposes of the Security
Documents, and that the Agent shall not unreasonably withhold its consent where
the proposed classification society is a member of the International
Association of Classification Societies;  Co-Arrangersmeans:  3


(1)Lloyds TSB Bank
plc, a company incorporated in England withnumber 2065 and registered office at 25 Gresham Street, London EC2V 7HN,
United Kingdom; and  (2)National Bank
of Greece S.A., a company incorporated in Greece, acting through its office at
2 Bouboulinas Street & Akti Miaouli, 185 38 Piraeus, Greece;  Commitmentin relation to
a Lender at any relevant time means, subject to clause 2.1.2, the amount set
opposite its name in schedule 1 and/or, in the case of a New Lender, the amount
specified in the relevant Substitution Certificate, as reduced, in each case,
by any relevant term of this Agreement and so that, if at such time the Total
Commitments have been reduced to zero, references to a Lenders Commitment
shall be construed as a reference to that Lenders Commitment immediately prior
to such reduction to zero and Commitments
means any or all of them;  Compliance
Certificatemeans each certificate received by the Agent from the
Borrower pursuant to clause 8.3.2 substantially in the form set out in Schedule
2 and duly signed by an authorised signatory of the Borrower;  Compulsory
Acquisitionmeans the requisition for title or other compulsory
acquisition, requisition, appropriation, expropriation, deprivation, forfeiture
or confiscation for any reason of a Ship by any Government Entity or other
competent authority, whether de jure or de facto, but shall exclude requisition
for use or hire not involving requisition of title;  Contributionin relation to
a Lender, means the principal amount of the Loan owing to such Lender at any
relevant time;  Defaultmeans any
Event of Default or any event or circumstance which with the giving of notice
by the Agent or lapse of time or the satisfaction of any other condition (or
any combination thereof) would constitute an Event of Default;  Disposal
Reduction Amounthas the meaning given to that term
in clause 4.3.4(a);  DOCmeans a
document of compliance issued to an Operator in accordance with rule 13 of
the ISM Code;  Dollarsand $ mean the lawful currency of the United States of America
and in respect of all payments to be made under any of the Security Documents
mean funds which are for same day settlement in the New York Clearing House
Interbank Payments System (or such other U.S. dollar funds as may at the
relevant time be customary for the same day settlement of international banking
transactions denominated in U.S. dollars);  Drawdown Datemeans the
Banking Day falling within the Drawdown Period on which the single Advance
permitted by this Agreement is, or is to be, drawn down;  4


Drawdown Noticemeans a notice
substantially in the form set out in Schedule 3;  Drawdown Periodmeans the
period from the date of this Agreement to whichever is the earliest of (i) the
date on which the Advance is drawn down, (ii) the date on which the
Commitments of all Lenders are reduced to zero pursuant to any term of this
Agreement and (iii) 31 July 2008;  Earningsmeans all
moneys whatsoever from time to time due or payable to the Owners during the
Security Period arising out of the use or operation of the Ships including (but
without limiting the generality of the foregoing) all freight, hire and passage
moneys, income arising out of pooling arrangements, compensation payable to
that Borrower in the event of requisition of the Ships for hire, remuneration
for salvage or towage services, demurrage and detention moneys and damages for
breach (or payments for variation or termination) of any Charter;  Encumbrancemeans any
mortgage, charge (whether fixed or floating), pledge, lien, hypothecation,
assignment, trust arrangement or security interest or other encumbrance of any
kind securing any obligation of any person or any type of preferential
arrangement (including without limitation title transfer and/or retention arrangements
having a similar effect);  Environmental
Approvalmeans any consent, authorisation, licence or approval of any
governmental or public body or authorities or courts applicable to any Relevant
Ship or its operation or the carriage of cargo and/or passengers thereon and/or
the provision of goods and/or services on or from such Relevant Ship required
under any Environmental Laws;  Environmental
Claimmeans any and all enforcement, clean-up, removal or other
governmental or regulatory actions or orders instituted or completed pursuant
to any Environmental Laws or any Environmental Approval together with claims
made by any third party relating to damage, contribution, loss or injury,
resulting from any actual or threatened emission, spill, release or discharge
of a Pollutant from any Relevant Ship;  Environmental
Lawsmeans all national, international and state laws, rules,
regulations, treaties and conventions applicable to any Relevant Ship
pertaining to the pollution or protection of human health or the environment
including, without limitation, the carriage of Pollutants and actual or
threatened emissions, spills, releases or discharges of Pollutants;  Event of Defaultmeans any of
the events or circumstances described in clause 10.1;  Excluded Shipmeans a Ship in respect of which a Total Loss Reduction Date has occurred
and the Lenders Commitment has been reduced by the Disposal Reduction Amount
and the Loan has been repaid in an amount of the Disposal Reduction Amount;  Existing Lenderhas the meaning
ascribed to it in clause 14.3.1;  5


Final Repayment
Datemeans the earlier of (a) the tenth (10th) anniversary
of the Drawdown Date and (b) 31 July 2018;  Finance Partiesmeans each of
the Lenders, the Agent, the Security Trustee, the Lead Arranger, each
Co-Arranger and, if a Qualifying Swap has been been entered into, each Swap
Bank;  Flag Statemeans Liberia
or such other state or territory designated in writing by the Agent (acting on
instructions of all of the Lenders), at the request of an Owner as being the
Flag State of a Ship for the purposes of the Security Documents;  Government
Entitymeans and includes (whether having a distinct legal
personality or not) any national or local government authority, board,
commission, department, division, organ, instrumentality, court or agency and
any association, organisation or institution of which any of the foregoing is a
member or to whose jurisdiction any of the foregoing is subject or in whose
activities any of the foregoing is a participant;  Guaranteemeans the
guarantee executed or to be executed by each Owner in favour of the Security
Trustee in respect of the obligations of the Borrower under this Agreement and
the other Security Documents;  Holding Companymeans, in relation
to a company or corporation, any other company or corporation in respect of
which it is a Subsidiary.  Indebtednessmeans any
obligation for the payment or repayment of money, whether as principal or as
surety and whether present or future, actual or contingent;  Insurancesmeans all
policies and contracts of insurance (which expression includes all entries of
the Ships in a protection and indemnity or war risks association) which are
from time to time during the Security Period in place or taken out or entered
into (or, as the context may permit, which are required to be in place or taken
out or entered into) by or for the benefit of the Borrower and/or the Owners
(whether in the sole name of the Borrower or an Owner or in the joint names of
the Borrower or the Owners and any other person) in respect of the Ships or
otherwise howsoever in connection with the Ships and all benefits thereof
(including claims of whatsoever nature and return of premiums);  Interest Payment
Datemeans (subject to clause 6.3) the last day of an Interest
Period and, where any Interest Period exceeds three (3) months, the date
or dates during that Interest Period falling at consecutive three (3) month
intervals after the first day of that Interest Period;  Interest Periodmeans each
period for the calculation of interest determined in accordance with clause 3.2
(and subject to clause 6.4);  6


Interest Rate
Swap Ratemeans the fixed rate of interest
payable by the Borrower under the Qualifying Swaps;  ISM Codemeans the
International Management Code for the Safe Operation of Ships and for Pollution
Prevention constituted pursuant to Resolution A. 741 (18) of the International
Maritime Organisation and incorporated into the Safety of Life at Sea
Convention and includes any amendments or extensions thereto and any regulation
issued pursuant thereto;  ISPS Codemeans the
International Ship and Port Security Code of the International Maritime
Organisation and includes any amendments or extensions thereto and any
regulation issued pursuant thereto;  Lead Arrangermeans Fortis
Bank (Nederland) N.V. acting through its offices at Coolsingel 93, P.O. Box
749, 3000 AS Rotterdam, The Netherlands and includes its successors in title;  Lendersmeans
collectively the banks and financial institutions whose names and addresses are
listed in schedule 1 and includes their respective successors in title and New Lenders and Lender
means any one of them individually;  Lending Officehas the
meaning referred to in clause 14.8;  LIBORmeans, with
respect to any LIBOR borrowing for any Interest Period:  (a)the rate for deposits
of Dollars for a period equivalent to such period at or around 11:00 a.m.
on the Quotation Date for such period as displayed on Reuters page LIBOR01
(British Bankers Association Interest Settlement Rates) (or such other page as
may replace such page LIBOR01 on such system or on any other system of the
information vendor for the time being designated by the British Bankers
Association to calculate the BBA Interest Settlement Rates (as defined in the
British Bankers Associations Recommended Terms and Conditions applicable at
the relevant time) for Dollars); or  (b)if on such date
no such rate is displayed, LIBOR for such period shall be the rate (rounded
upward if necessary to one sixteenth (1/16th) of one per cent) quoted to the
Agent by the Reference Bank at the request of the Agent as the Reference Banks
offered rate for deposits in Dollars in an amount comparable with the amount in
relation to which LIBOR is to be determined and for a period equivalent to such
period to prime banks in the London Interbank Market at or about 11:00 a.m.
on the Quotation Date for such period;  Loanmeans the
aggregate principal amount owing by the Borrower to the Lenders under this
Agreement at any relevant time;  7


London Banking
Daymeans a day on which dealings in deposits in Dollars are
carried on in the London Interbank Market and which is a day (other than a
Saturday or a Sunday) on which banks are open for business in London for the
transfer of Dollar funds;  Loss Payable
Clausehas the meaning given thereto in the Security Deed;  Major Casualtymeans any casualty the claim in respect of which exceeds the Casualty
Amount (or the equivalent in any other currency) inclusive of any deductible;  Majority Lendersmeans (i) the
Lenders, the aggregate of whose Contributions at any relevant time exceed sixty
six and two thirds per cent. (662/3%) of the
Contributions of all the Lenders or (ii) prior to the making of the
Advance under this Agreement, the aggregate of whose Commitments at any
relevant time exceed sixty six and two thirds per cent. (662/3%) of the Commitments of all of the Lenders;  Management
Agreementsmeans:  (i)in respect of the m.v. YM Seattle, the management
agreement dated 5 September 2007 made between Seacarriers Services Inc.
and the Manager;  (ii)in respect of the m.v. YM Vancouver, the management agreement dated
27 November 2007 made between Seacarriers Lines Inc. and the Manager;  (iii)in respect of the m.v. YM Colombo, the management agreement dated 12 March 2007
made between Auckland Marine Inc. and the Manager;  (iv)in respect of the m.v. YM Singapore, the management agreement dated 5
September 2007 made between Wellington Marine Inc. and the Manager,  (each such
agreement incorporating the terms of an amended and restated management
agreement dated 18 September 2006 and made between the Borrower and the
Manager)  and any
replacement management agreement entered or (as the context may require) to be
entered into by the Owner with a Manager on terms previously approved in
writing by the Agent providing, inter alia, for the commercial and/or technical
management of the Ships by a Manager;  Managermeans Danaos
Shipping Co. Ltd. of 14 Akti Kondyli, 185 45 Piraeus, Greece or such other ship
management company appointed as commercial and/or technical manager of the
Ships with the prior written consent of the Majority Lenders (such consent not
to be unreasonably withheld);  8


Managers
Undertakingmeans an agreement entered or, as the context may require,
to be entered into between the Manager under a Management Agreement and the
Security Trustee in such form as the Security Trustee may approve, acting
reasonably;  Mandatory Costmeans the
percentage rate per annum calculated by the Agent in accordance with
Schedule 7.  Marginfor each
Interest Period shall be zero point seven five per cent (0.75%) per annum;  Market Value
Adjusted Net Worthhas the meaning given to that term
in clause 8.3.3;  Market Value
Adjusted Total Assetshas the meaning
given to that term in clause 8.3.3;  Master Agreementmeans each
agreement of that name in the form of either the 1992 or the 2002 Multicurrency
 Cross Border Master Agreement published by theInternationalSwaps and Derivatives Association entered into or to be entered into
between the Borrower and a Swaps Bank;  Material Subsidiaryat any time,
means a Subsidiary of the Borrower whose revenues or assets represent not less
than five per cent. (5%) of the consolidated revenues or assets (as the case
may be) of the Borrower and its Subsidiaries;  Mortgagesmeans, in
relation to each Ship, the first priority or first preferred mortgage
appropriate for the applicable Flag State executed or (as the context may
require) to be executed by the relevant Owner in favour of the Security Trustee
in such form as may be required by the Security Trustee (acting on the
instructions of the Majority Lenders);  New Lenderhas the
meaning ascribed to it in clause 14.3;  Operatormeans any
person who is from time to time during the Security Period concerned in the
operation of a Ship and falls within the definition of Company set out in rule 1.1.2
of the ISM Code;  Original
Accountsmeans the audited consolidated financial statements of the
Borrowers Group for the year ended 31 December 2007;  Ownermeans:  (v)in respect of the m.v. YM Seattle (or, as contemplated in clause 4.3,
a Replacement Ship), Seacarriers Services Inc., a corporation incorporated and
existing under the laws of Liberia and with its registered office at 80 Broad
Street, Monrovia, Liberia, and any Liberian successor corporation by Merger;  9


(vi)in respect of the m.v. YM
Vancouver (or, as contemplated in clause 4.3, a Replacement Ship), Seacarriers
Lines Inc., a corporation incorporated and existing under the laws of Liberia
and with its registered office at 80 Broad Street, Monrovia, Liberia, and any
Liberian successor corporation by Merger;  (vii)in respect of the m.v. YM
Colombo (or, as contemplated in clause 4.3, a Replacement Ship), Auckland
Marine Inc., a corporation incorporated and existing under the laws of Liberia
and with its registered office at 80 Broad Street, Monrovia, Liberia, and any
Liberian successor corporation by Merger; and  (viii)in respect of the m.v. YM
Singapore (or, as contemplated in clause 4.3, a Replacement Ship), Wellington
Marine Inc., a corporation incorporated and existing under the laws of Liberia
and with its registered office at 80 Broad Street, Monrovia, Liberia, and any
Liberian successor corporation by Merger,  and together the Owners  Owner Earnings
Accountsmeans the accounts at the Account Bank in the name of the
Owners, being:  (i)in respect of Seacarriers Services Inc., account number24.07.63.769 with IBANNL59 FTSB 0240 7637 69designated Seacarriers Services Inc.;  (ii)in respect of Seacarriers Lines Inc., account number24.07.63.777withIBANNL37 FTSB 0240 7637 77designated Seacarriers Lines Inc.;  (iii)in respect of Auckland Marine Inc., account number24.07.63.742 withIBANNL12
FTSB 0240 7637 42designated Auckland Marine Inc.;
and  (vi)in respect of Wellington Marine Inc., account number24.07.63.750withIBANNL87 FTSB 0240 7637 50designated Wellington
Marine Inc.,  each being a
Dollar account with the Account Bank to which all Earnings are to be paid and
includes any sub-account thereof or time deposit account constituted by moneys
originally held on such Owner Earnings Account and any other account designated
by the Agent to be an Owner Earnings Account for the purposes of this
Agreement;  Permitted
Encumbrancesmeans (a) any Encumbrance created pursuant to the
Security Documents and (b) Permitted Liens;  Permitted Liensmeans any lien
on a Ship for masters, officers or crews wages outstanding in the ordinary
course of trading and in any event not more than thirty (30) days overdue, any
lien for salvage and any ship repairers or outfitters possessory lien for a
sum not (except with the  10


prior written
consent of the Agent, acting on the instructions of the Majority Lenders)
exceeding the Casualty Amount;  Pollutantmeans and
includes pollutants, contaminants, toxic substances, oil as defined in the
United States Oil Pollution Act of 1990 and all hazardous substances as defined
in the United States Comprehensive Environmental Response, Compensation and
Liability Act 1980;  Qualifying Swapmeans
a swap transaction entered into pursuant to a Master Agreement between the
Borrower and a Swap Banks in relation to a portion of the Borrowers liability
for interest under this Agreement;  Qualifying Swaps Periodmeans the period from the date on which the swap
transaction contemplated by a Qualifying Swap takes effect until the date on
which that swap transaction is scheduled to expire;  Quotation Datemeans in relation to any period for which an interest rate is to be determined
under this Agreement, the firstdayof the relevant
period or, if such day is not a Banking Day, the immediately preceding Banking
Day;  Reference Banksmeans the principal London offices of The
Royal Bank of Scotland plc, Bank of Scotland plc and HSBC Bank plc or such
other banks as may be appointed by the Agent in consultation with the Borrower;  Registrymeans such
registrar, commissioner or representative of the relevant Flag State who is
duly authorised and empowered to register the Ships, the relevant Owners title
to each Ship and the Mortgages under the laws and the flag of such Flag State;  Relevant
Jurisdictionmeans any jurisdiction in which or where any Security Party
is incorporated, resident, domiciled, has a permanent establishment, carries
on, or has a place of business or is otherwise effectively connected or where a
Ship is registered;  Relevant Personmeans the
Borrower, the Security Parties and any company which is a subsidiary of the
Borrower or a Security Party but excluding any company which is dormant or the
value of whose gross assets is $50,000 or less;  Relevant Shipmeans the
Ships and any other vessel from time to time (whether before or after the date
of this Agreement) owned, managed or crewed by, or chartered to any Security
Party;  Repayment Datesmeans, subject
to clause 6.3, each of the sixteen (16) dates falling at six (6) monthly
intervals commencing the date falling twenty-four (24) months after the
Drawdown Date with the last such date falling on the Final Repayment Date;  Replacement Chartermeans a charter which replaces a Charter in
accordance with clause 4.2.5 of the Security Deed;  11


Replacement Conditionsmeans:  (A)the value of
the Replacement Ship (calculated in accordance with clause 8.2.2 and with
reference to the intended date of acquisition) is equal to or greater than the
value of the ship which has suffered a Total Loss or has been sold (calculated
in accordance with clause 8.2.2 and with reference to the Banking Day before
the ship suffered or is deemed to suffer a Total Loss or such date prior to
sale as the Agent may reasonably determine); and  (B)receipt by the
Agent of the following:  (a)a ship mortgage and deed of covenants executed by the Owner whose Ship
has been or is to be sold or become Total Loss in relation to the Replacement
Ship (the Replacement Ship Mortgage and Deed
of Covenants);  (b)a legal opinion with respect to registration of the Replacement Ship and
the effectiveness of the Replacement Ship Mortgage and Deed of Covenants and
any other matters of the relevant Flag State;  (c)a legal opinion with respect to matters of Liberian law in relation to
the execution of the documentation referred to in this definition by the
relevant Owner;  (d)the equivalent documents and evidence as are set out in Schedule 4, part
1, paragraphs 2, 3 and 4 and Schedule 4, part 2, paragraphs 6, 9 and 10 with
respect to the Replacement Ship Mortgage and Deed of Covenants; and  (e)all other documents and evidence from the Borrower, the relevant Owner
or otherwise which the Agent (acting on the instructions of the Lenders) or the
Security Trustee considers to be necessary to create effective security over
the Replacement Ship;  (C)the consent of
the Lenders to the replacement of theShip which has
been or is to be sold or become Total Loss with the Replacement Ship, such
consent not to be unreasonably withheld.  Replacement Shipmeans a ship of
an equivalent type to the Ships as at the date hereof;  Replacement
Ship Mortgage and Deed of Covenantshas the meaning
given to that term in the definition of Replacement Conditions;  Requisition Compensationmeans all sums
of money or other compensation from time to time payable during the Security
Period by reason of the Compulsory Acquisition of a Ship;  SECmeans the
Securities and Exchange Commission of the U.S.A.;  12


Security Deedmeans the deed
executed or, as the context may require, to be executed by each Owner in favour
of the Security Trustee containing an assignment of, inter alia,
the Charters, the Earnings, the Insurances and Requisition Compensation of the
Ships;  Security Documentsmeans this
Agreement, each Mortgage, the Security Deed, the Account Pledge, the Trust and
Agency Agreement, the Guarantee, each Charter Notice and Acknowledgement, any
Managers Undertaking, each Qualifying Swap, each Master Agreement, any
Replacement Ship Mortgage and Deed of Covenants and any other documents as may
have been or shall from time to time after the date of this Agreement be
executed to guarantee and/or secure all or any part of the Loan, interest
thereon and other moneys from time to time owing by the Borrower pursuant to
this Agreement (whether or not any such document also secures moneys from time
to time owing pursuant to any other document or agreement);  Security Partymeans each of
the Borrower, each Owner and any other person who may at any time be a party to
any of the Security Documents (other than the Finance Parties);  Security Periodmeans the
period commencing on the date of this Agreement and terminating upon discharge
of the security created by the Security Documents following payment of all
moneys payable thereunder;  Security Requirementmeans the amount
in Dollars (as certified by the Agent whose certificate shall, in the absence
of manifest error, be conclusive and binding on the Borrower, the Owners and
the Finance Parties) which is (at all times) one hundred and twenty-five per
cent (125%) of the Loan;  Security Trusteemeans Fortis
Bank (Nederland) N.V. acting through its offices at Coolsingel 93, P.O. Box
749, 3000 AS Rotterdam, The Netherlands (or of such other address as may last
have been notified to the other parties in this Agreement pursuant to clause
16.1.3) and its successor in title or such other person as may be appointed
security trustee for the Finance Parties pursuant to the Trust and Agency
Agreement;  Security Valuehas the meaning given to that term in clause 8.2.2(e);  Shipmeans:  (i)the 4,253 TEU container ship built at Samsung Heavy
Industries Co., Ltd. known as the m.v. YM Seattle registered in the name of
Seacarriers Services Inc. under the laws and flag of Cyprus with official
number 9360910;  (ii)the 4,253 TEU container ship built at Samsung Heavy
Industries Co., Ltd. known as the m.v. YM Vancouver registered in the name of
Seacarriers Lines Inc. under the laws and flag of Cyprus with official number
9363364;  13


(iii)the 4,300 TEU container ship built at Hyundai Heavy
Industries Co., Ltd. known as the m.v. YM Colombo registered in the name of
Auckland Marine Inc. under the laws and flag of Liberia with official number13289; and  (iv)the 4,300 TEU container ship built at Hyundai Heavy
Industries Co., Ltd. known as the m.v. YM Singapore registered in the name of
Wellington Marine Inc. under the laws and flag of Liberia with official number13530,  Provided that if one of the above ships has been
replaced in accordance with clause 4.3, this definition shall not include that
ship and shall instead include the relevant Replacement Ship,  and together the Ships;  SMCin respect of
a Ship, means a safety management certificate issued in respect of that Ship in
accordance with rule 13 of the ISM Code;  Subsidiaryof a person
means any company or entity directly or indirectly controlled by such person,
and for this purpose control means
either the ownership of more than fifty per cent. (50%) of the voting share
capital (or equivalent rights of ownership) of such company or entity or the
power to direct its policies and management, whether by contract or otherwise;  Substitution
Certificatemeans a certificate substantially in the terms of schedule 6
(or in such other form as the Lenders may approve or require);  Swap Bankmeans each of:  (a)Fortis Bank
(Nederland) N.V., acting through its offices at Coolsingel 93, P.O. Box
749, 3000 AS Rotterdam, The Netherlands;  (b)Lloyds TSB Bank
plc, acting through its offices at 10 Gresham Street, London, EC2V 7EA, United
Kingdom; and  (c)National Bank
of Greece S.A., acting through its offices at acting through its office at 2
Bouboulinas Street & Akti Miaouli, 185 38 Piraeus, Greece,  and Swap Banksmeans all of them.  Taxesincludes all
present and future taxes, levies, imposts, duties, fees or charges of whatever
nature together with interest thereon and penalties in respect thereof and Taxation and Tax shall be
construed accordingly;  Termination Datemeans the last
day of the Drawdown Period;  Total
Commitmentsat any relevant time means the total of the Commitments of
all the Lenders at such time;  14


Total Lossmeans:  (a)an actual, constructive,
compromised or arranged total loss of a Ship; or  (b)the Compulsory Acquisition of
a Ship; or  (c)the hijacking, theft,
condemnation, capture, seizure, arrest, detention or confiscation of a Ship
(other than where the same amounts to the Compulsory Acquisition of a Ship) by
any Government Entity, or by persons acting or purporting to act on behalf of
any Government Entity, unless that Ship be released and restored to the
relevant Owner from such hijacking, theft, condemnation, capture, seizure,
arrest, detention or confiscation within thirty (30) days after the occurrence
thereof;  Transaction
Documentsmeans, collectively, the Security Documents, the Management
Agreements and the Charters;  Trust and Agency
Agreementmeans the trust and agency agreement executed or, as the
context may require, to be executed between the Finance Parties and the
Borrower;  Unaudited
Financial Statementsmeans the 6-monthly consolidated financial
statements of the Borrowers Group prepared in accordance with the provisions
of clause 8.1.6 in the English language by the Borrower in respect of the
preceding 6-month period; and  US GAAPmeans, for the
purposes of the preparation and/or audit of the Audited Financial Statements
and the Unaudited Financial Statements, generally accepted accounting
principles and practices in the United States of America.  1.3Headings  Clause headings and the table of contents
are inserted for convenience of reference only and shall be ignored in the
interpretation of this Agreement.  1.4Construction of certain terms  In this Agreement, unless the context
otherwise requires:  1.4.1references to any person includes such persons successors in title and
permitted assignees and transferees;  1.4.2references to clauses and schedules are to be construed as references
to clauses of, and schedules to, this Agreement and references to this
Agreement include its schedules;  1.4.3references to (or to any specified provision of) this Agreement or any
other document shall be construed as references to this Agreement, that
provision or that document as in force for the  15


time being and as amended in accordance
with terms thereof, or, as the case may be, with the agreement of the relevant
parties;  1.4.4references to a regulation
include any present or future regulation, rule, directive, requirement, request
or guideline (whether or not having the force of law) of any agency, authority,
central bank or government department or any self-regulatory or other national
or supra-national authority;  1.4.5references to a month mean
a period beginning in one calendar month and ending in the next calendar month
on the day numerically corresponding to the day of the calendar month on which
it started, provided that (a) if the period started on the last Banking
Day in a calendar month or if there is no such numerically corresponding day,
it shall end on the last Banking Day in such next calendar month, (b) if
such numerically corresponding day is not a Banking Day, the period shall end
on the next following Banking Day in the same calendar month but if there is no
such Banking Day it shall end on the preceding Banking Day and months and monthly shall be construed accordingly and (c) references
to a calendar shall be construed as references to the Gregorian calendar;  1.4.6words importing the plural shall include the singular and vice versa;  1.4.7references to a time of day are to London time;  1.4.8references to a person shall be construed as references to an
individual, firm, company, corporation, unincorporated body of persons or any
Government Entity;  1.4.9references to a guarantee
include references to an indemnity or other assurance against financial loss
including, without limitation, an obligation to purchase assets or services as
a consequence of a default by any other person to pay any Indebtedness and guaranteed shall be construed accordingly;  1.4.10references to assets
include all or part of any business, undertaking, real property, personal
property, uncalled capital and any rights (whether actual or contingent,
present or future) to receive, or require delivery of, any of the foregoing;  1.4.11references to a document being in the
agreed form shall mean a document in a form agreed by (and for the
purposes of identification initialled by and on behalf of) the Borrower, each
relevant Security Party which is a party thereto and the Agent; and  1.4.12references to any enactment shall be deemed to include references to
such enactment as re-enacted, amended or extended.  16


1.5Obligations several  The obligations of each Lender under this
Agreement are several; the failure of any Lender to perform such obligations
shall not relieve any other Finance Party or the Borrower of any of its
obligations or liabilities under this Agreement nor shall the Agent, the Lead
Arranger or either of the Co-Arrangers be responsible for the obligations of
any Lender (except for its own respective obligations, if any, as a Lender) nor
shall any Lender be responsible for the obligations of any other Lender under
this Agreement.  1.6Interests several  Notwithstanding any other term of this
Agreement (but without prejudice to the provisions of this Agreement relating
to or requiring action by the Majority Lenders) the interests of the Finance
Parties are several and the amount due to the Agent, the Lead Arranger or
either of the Co-Arrangers (for its own account) and to each Lender is a
separate and independent debt.  Save as
set forth in the Trust and Agency Agreement, the Agent, the Lead Arranger, each
Co-Arranger and each Lender shall have the right to protect and enforce its
rights arising out of this Agreement and it shall not be necessary for another
Finance Party to be joined as an additional party in any proceedings for this
purpose.  1.7ThirdParties  No term of this
Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999
by a personwhois not a party to it.  2The Commitments  2.1Amount  2.1.1The Lenders, relying upon each
of the representations and warranties in clause 7 agree to lend to the Borrower
upon and subject to the terms of this Agreement the principal amount of their
respective Commitments.  2.1.2On or about the date hereof,
each of the Ships shall be valued on a charter-free basis and on the basis of a
sale for prompt delivery for cash at arms length on normal commercial terms as
between a willing buyer and a willing seller in Dollars by two Approved Brokers
selected by, and at the cost of, the Borrower. 
The Fair Market Valueshall
be the aggregate of the arithmetic average of the two valuations for each Ship.  (a)If eighty per cent (80%) of
theFair Market Valueisless than $253,200,000,the Total Commitments shall be
an amount equal to eighty per cent (80%) of the Fair Market Value and each
Lenders Commitment shall be reduced pro rata. 
The Agent shall notify the Borrower of the reduced amount of each Lenders
Commitment.  (b)If eight per
cent (80%) of the Fair Market Value is equal to or greater than $253,200,000,
the Total Commitments shall be $253,200,000.  17


2.1.3The obligation of each Lender
shall be to contribute that portion of the Advance which, as at the Drawdown
Date, its Commitment bears to the Commitments of all Lenders.  2.2Single Advance  The loan facility referred to in clause 2.1
shall be available for drawing in a single Advance in an amount not exceeding
the Total Commitments, which may only be made on a Banking Day falling within
the Drawdown Period.  2.3Drawdown  2.3.1Subject to the terms and
conditions of this Agreement, the Advance shall be made available to the
Borrower following receipt by the Agent from the Borrower of a Drawdown Notice
not later than 10:00 a.m. on the third (3rd) Banking Day before the
proposed Drawdown Date.  2.3.2A Drawdown Notice shall be
effective on actual receipt by the Agent and, once given, shall, subject as
provided in clause 3.5.1, be irrevocable.  2.4Availability  Upon receipt of a Drawdown Notice complying
with the terms of this Agreement the Agent shall notify each Lender thereof and
of the date on which the Advance is to be made and subject to the terms of this
Agreement, each of the Lenders shall make available to the Agent its proportion
of the Advance for payment by the Agent in accordance with clause 6.2.  2.5Application of proceeds  Without prejudice to the Borrowers
obligations under clause 8.1.19, none of the Finance Parties shall have any
responsibility for the application of the proceeds of the Advance by the
Borrower.  3Interest and interest periods  3.1Interest rate  Interest on the Loan shall accrue from day to day
throughout the Security Period and be paid by the Borrower on in respect of
each Interest Period relating thereto on each Interest Payment Date for that
Interest Period at the rate per annum which is the aggregate of LIBOR,
Mandatory Costs and the Margin for that Interest Period in each case.  3.2Determination of Interest Periods  The Borrower may (in relation to the first Interest
Period) in the Drawdown Notice or (in relation to each subsequent Interest
Period, save those periods to which clause 3.3 shall apply) by notice to be
received by the Agent not later than 10:00 am (London time) on the third (3rd)  18


Banking Date before the beginning of the applicable
Interest Period select a duration of one (1), three (3), six (6), nine (9) or
twelve (12) month(s) (or such shorter or longer period as may be approved
by the Agent) for such Interest Period. 
Unless otherwise selected each Interest Period shall have a duration of
three (3) months.  Each Interest
Period shall be subject as follows:  (a)the first such Interest Period
shall commence on the Drawdown Date and shall (subject to clause 6.3) end on
expiry of the period selected by the Borrower pursuant to this clause 3.2 or on
the date falling three (3) months after the Drawdown Date in the absence
of selection;  (b)each subsequent Interest
Period shall commence on the expiry of the immediately preceding Interest
Period; and  (c)if any such Interest Period
would otherwise overrun any Repayment Date, in the case of the relevant Final
Repayment Date such Interest Period shall end on such Final Repayment Date and,
in the case of any other Repayment Date, the Loan shall be divided into two
parts, one part in an amount not less than the repayment instalment due on such
Repayment Date and having an Interest Period ending on such date and the other
part in an amount equal to the balance of the Loan having an Interest Period
ascertained in accordance with the other provisions of this clause 3.2.  3.3Default interest  3.3.1If the Borrower fails to pay
any sum (including, without limitation, any sum payable pursuant to this clause
3.3) on its due date for payment under any of the Security Documents, the
Borrower shall pay interest on such sum on demand from the due date up to the
date of actual payment (as well after as before judgment) at a rate determined
by the Agent pursuant to this clause 3.3. 
The period beginning on such due date and ending on such date of payment
shall be divided into successive periods of not more than three (3) months
as selected by the Agent (after consultation with the Lenders so far as
reasonably practicable in the circumstances) each of which (other than the
first, which shall commence on such due date) shall commence on the last day of
the preceding such period.  3.3.2The rate of interest
applicable to each unpaid sum and for each such period shall be the aggregate
(as determined by the Agent under the preceding paragraph) of (a) two per
cent. (2%) per annum, (b) LIBOR for the relevant period, (c) the
Margin and (d) Mandatory Costs.  3.3.3If the unpaid sum is an amount
of principal which shall have become due and payable, by reason of a
declaration by the Agent under clause 10.2.2 or a prepayment pursuant to
clauses 4.3, 8.2 or 12.1, prior to the next succeeding Interest Payment Date
relating thereto, the first period selected by the Agent shall end on such
Interest Payment Date and interest shall be payable on such  19


unpaid sum during such period at a rate of two per
cent. (2%) above the rate applicable thereto immediately before it shall have
become so due and payable.  3.3.4Interest under this clause 3.3
shall be due and payable on the last day of each period determined by the Agent
pursuant to this clause 3.3 or, if earlier, on the date on which the sum in
respect of which such interest is accruing shall actually be paid.  If, for the reasons specified in this clause
3.5.1 the Agent is unable to determine a rate in accordance with the foregoing
provisions of this clause 3.3, each Lender shall promptly notify the Agent of
the cost of funds to such Lender and interest on any sum not paid on its due
date for payment shall be calculated for each Lender at a rate determined by
the Agent to be two per cent. (2%) per annum above the cost of funds to such
Lender.  3.4Notification of Interest Periods and
interest rate  The Agent shall
notify the Borrower and the Lenders promptly of the duration of each Interest
Period or other period for the calculation of interest (or, as the case may be,
default interest) and of each rate of interest determined by it under this
clause 3.  3.5Market disruption; non-availability  3.5.1If and whenever, at any time
prior to the commencement of any Interest Period:  (a)the Agent shall have
determined (which determination shall, in the absence of manifest error, be
conclusive), that adequate and fair means do not exist for ascertaining LIBOR
during such Interest Period; or  (b)the Agent shall have received
notification from the Lenders with Contributions aggregating not less than
fifty per cent. (50%) of the Contributions of all the Lenders (or prior to the
first Drawdown Date, with Commitments aggregating not less than fifty per cent.
(50%) of the Commitments of all the Commercial Lenders) that deposits in
Dollars are not available to such Lenders in the ordinary course of business in
sufficient amounts to fund their Contributions for such Interest Period or that
LIBOR does not accurately reflect the cost to such Lenders of obtaining such
deposits,  the Agent shall forthwith give notice (a Determination Notice) thereof to the Borrower and to each of
the Lenders.  A Determination Notice
shall contain particulars of the relevant circumstances giving rise to its
issue.  After the giving of any
Determination Notice (and until the Agent notifies the Borrower that none of
the circumstances specified in this clause 3.5.1 continues to exist) the
undrawn amount of the Commitments of the Lenders shall only be borrowed (and
the Advance may only be requested) if a New Lender Basis has been agreed
pursuant to clause 3.5.2.  20


3.5.2During the period of ten (10) days after any Determination Notice
has been given by the Agent under clause 3.5.1, each Lender that has notified
the Agent thereunder, shall certify to the Agent an alternative basis (Alternative Basis) for making available or, as the case may
be, maintaining its Contribution. The Alternative Basis may (without
limitation) include alternative interest periods, alternative currencies or
alternative rates of interest but shall include a margin above the cost of
funds to such Lender equivalent to the Margin for the relevant Interest Period.
The Agent shall calculate the arithmetic mean of the Alternative Bases provided
by the Lenders (rounded upwards, if not already such a multiple, to the nearest
whole multiple of one-sixteenth of one per cent.) (New Lender
Basis) and certify the same to the Borrower and each of the Lenders.
The New Lender Basis so certified shall be binding upon the Borrower and the
affected Lenders and shall take effect in accordance with its terms from the
date specified in the Determination Notice until such time as the Agent
notifies the Borrower that none of the circumstances specified in clause 3.5.1
continues to exist whereupon the normal interest rate fixing provisions for the
Loan shall apply.  4Repayment and prepayment  4.1Repayment  The Borrower shall repay the Loan as
follows:  4.1.1by sixteen (16) equal instalments of eight million, six hundred and
twenty-seven thousand, three hundred and thirty-six Dollars ($8,627,336), one such instalment to be
repaid on each of the sixteen (16) consecutive Repayment Dates commencing the
date falling twenty-four months after the Drawdown Date; and  4.1.2a final balloon payment of one hundred and fifteen million, one hundred
and sixty-two thousand, six hundred and twenty-four Dollars ($115,162,624) on
the Final Repayment Date.  4.2Voluntary prepayment  The Borrower may prepay the Loan in whole
or part (being $500,000 or any larger sum which is an integral multiple of
$500,000) on the last day of any Interest Period, subject to the Borrower
giving the Agent at least fifteen (15) days prior notice in writing of its
intention to make any such prepayment. The amount of each prepayment shall be
regarded as being divided between the Lenders in the ratio that their
respective Contributions bear to the aggregate Contributions of all Lenders as
at the time of prepayment.  No prepayment
premium or penalty is due in respect of any prepayment under this clause 4.2.  21


4.3Prepayment
on Total Loss or sale  4.3.1Before the Advance is drawn  On a Ship being sold or becoming
a Total Loss before the Advance is drawn down, the obligations of the Lenders
to make available the Loan Facility set forth in clause 2.1 shall immediatelyceaseand the
Lenders Commitments shall be reduced to zero onthe Pre-Advance Disposal Reduction Date, unless
that Ship being sold or becoming a Total Loss is replaced with a Replacement
Ship and the Replacement Conditions have been met to the satisfaction of the
Agent by the Pre-Advance Disposal Reduction Date.  4.3.2After
the Advance is drawn  If after the drawdown of the Advance, a Ship is sold
or becomes a Total Loss, the Borrower shall prepay to the Agent (for account of
the Lenders) the Disposal Reduction Amount on the Post-AdvanceDisposalReduction Date, unless
that Ship being sold or becoming a Total Loss is replaced with a Replacement
Ship and the Replacement Conditions have been met to the satisfaction of the
Agent by the Post-Advance Disposal Reduction Date.  4.3.3Notification  When theAgentdetermines a Disposal Reduction Amount in accordance with this clause 4.3, it
shall promptly notify that amount to the Borrower.  4.3.4Definitions  For thepurposesof this clause 4.3:  (a)Disposal Reduction Amountmeansthe
Loan multiplied by the proportion which the Market Value of the Ship which has
been sold or become a Total Loss bears to the Market Value of all of the Ships
(excluding Excluded Ships) plus, if the Agent (acting on the instructions of
the Lenders) so elects, the Disposal Uplift Amount;  (b)Disposal Uplift Amountmeans, if the Post-DisposalSecurity ValueRatio
is less than 1:1 or the Pre-DisposalSecurity ValueRatio,
an amount which is necessary for the Post-Disposal Ratio to exceed the higher
of 1:1 and the Pre-DisposalRatio;  (c)Market Valuemeans the value of a Ship or
Ships calculated in accordance with clause 8.2.2 and with reference to the date
on which the Total Loss or sale of a Ship has occurred;  (d)Pre-Advance
Disposal Reduction Datemeans:  (i)where a Ship has become a Total Loss,the earlier of:  (A)the date a Total Loss
shall have been deemed to occur pursuant to 4.3.4(h);  22


(B)the time of the
incident which the Agent considers may result in that Ship becoming a Total
Loss; and  (ii)in the case of a sale,
the date on which a binding agreement has been entered into for the sale of
such Ship;  (e)Post-AdvanceDisposal
Reduction Date means:  (i)where a Ship has become a
Total Loss, the earlier of:  (A)the date falling one hundred
and twenty (120) days after that Ship becomes a Total Loss; and  (B)the date on which insurance
proceeds or Requisition Compensation in respect of such Total Loss are received
by the relevant Owner (or the Security Trustee on behalf of the Lenders as
assignee of the assureds pursuant to the relevant Security Document); and  (ii)where a Ship is sold, the date
upon which such sale is completed by the transfer of title to that Ship to the
purchaser in exchange for payment of the relevant purchase price;  (f)Post-DisposalSecurity ValueRatiomeansthe ratio which
the Security Value (calculated in accordance with clause 8.2.2(e) and on
the basis that the Ship is an
Excluded Ship) bears to the Security Requirement (calculated so as to include prepayment of the Disposal
Reduction Amount);  (g)Pre-Disposal Security Value Ratiomeans
the ratio which the Security Value (calculated in accordance with clause 8.2.2(e) but
on the basis that the Ship is not
an Excluded Ship) bears to the Security Requirement (calculated so as to exclude prepayment of the Disposal
Reduction Amount); and  (h)A Total Loss shall be deemed to have occurred:  (i)in the case of an actual total
loss of a Ship on the actual date and at the time that Ship was lost or
destroyed or, if such date is not known, on the date on which that Ship was
last reported;  (ii)in the case of a constructive
total loss of a Ship, upon the date and at the time notice of abandonment of
that Ship is given to the insurers of that Ship for the time being (provided a
claim for total loss is admitted by such insurers) or, if such insurers do not
forthwith admit such a claim, at the date and at the time at which either a
total loss is subsequently admitted by the insurers or a total loss is  23


subsequently adjudged by a competent court of law or
arbitration tribunal to have occurred;  (iii)in the case of a compromised
or arranged total loss, on the date upon which a binding agreement as to such
compromised or arranged total loss has been entered into by the insurers of a
Ship;  (iv)in the case of Compulsory
Acquisition, on the date upon which the relevant requisition of title or other
compulsory acquisition occurs; and  (v)in the case of hijacking,
theft, condemnation, capture, seizure, arrest, detention or confiscation of a
Ship (other than where the same amounts to Compulsory Acquisition of that Ship)
by any Government Entity, or by persons purporting to act on behalf of any
Government Entity, which deprives the applicable Borrower of the use of that
Ship for more than thirty days, upon the expiry of the period of thirty (30)
days after the date upon which the relevant hijacking, theft, condemnation,
capture, seizure, arrest, detention or confiscation occurred.  4.3.5Insurance
proceeds  Any insurance moneys or Requisition Compensation or
proceeds of sale received by the Security Trustee or theLendersin respect of such Total Loss
under the relevant Security Document or sale of a Ship shall (if and to the
extent necessary to ensure compliance with clause 4.3) be applied by the Agent
in or towards making any prepayment and paying any other moneys required under
clause 4.3 and provided no Default has occurred and is continuing the balance,
if any, shall be paid to the Borrower or as it may direct.  4.4Amounts payable on prepayment  Any prepayment under this Agreement shall
be made together with: (a)  accrued interest on the amount to be prepaid
to the date of such prepayment, (b) any amount payable under clause 6.8 or
12.2 and (c) all other sums payable by the Borrower under this Agreement
or any of the other Security Documents including, without limitation, any
amounts payable under clause 11.  4.5Notice of prepayment; reduction of
repayment instalments  Every notice of prepayment shall be
effective only on actual receipt by the Agent, shall be irrevocable, shall
specify the amount to be prepaid and shall oblige the Borrower to make such
prepayment on the date specified.  No
amount prepaid may be re-borrowed.  Any
amount prepaid pursuant to clause 4.2 shall be applied in reducing the
repayment instalments under clause 4.1 in the order of their due dates for
payment or as may be agreed from time to time between the Borrower and the
Lenders.  The Borrower may not cancel the
Commitments nor prepay the Loan or any part thereof save as expressly provided
in this Agreement.  24


5Commitment commission, fees and expenses  5.1Fees  The Borrower shall pay on the date hereof
to the Lead Arranger for itself and the Co-Arrangers $1,284,000 being an amount
equal to zero point five per cent (0.5%) of the Commitments at the date
hereof.  Such fees shall be payable by the
Borrower whether or not any of the Commitments of the Lenders are advanced.  5.2Expenses  The Borrower shall pay to the Agent on a
full indemnity basis on demand:  5.2.1all expenses (including legal, insurance, translation, printing and out
of pocket expenses and any taxes thereon) properly incurred by the Finance
Parties in connection with the negotiation, preparation, execution and, where
relevant, registration of the Security Documents (subject to any limit agreed
between the Agent and any counsel instructed by it and the Borrower) and of any
amendment or extension of, or the granting of any waiver or consent under, any
of the Security Documents; and  5.2.2all expenses (including legal, translation, printing and out of pocket
expenses) properly incurred by the Finance Parties or any of them in connection
with, the enforcement or attempted enforcement of, or preservation or attempted
preservation of any rights under, any of the Security Documents, or otherwise
in respect of the moneys owing under any of the Security Documents,  together with interest at the rate referred
to in clause 3.3 from the date falling five (5) Banking Days following the
receipt by the Borrower of an invoice from the Agent with respect to those
expenses to the date of payment (as well after as before judgment).  5.3Value Added Tax  All fees and expenses payable pursuant to
this clause 5 shall be paid together with value added tax or any similar tax
(if any) properly chargeable thereon. 
Any value added tax chargeable in respect of any services supplied by
the Finance Parties or any of them under this Agreement, the Trust and Agency
Agreement or any other Security Document shall, on delivery of the value added
tax invoice, be paid in addition to any sum agreed to be paid hereunder.  5.4Stamp and other duties  The Borrower shall pay all stamp,
documentary, registration or other like duties or Taxes (including, but without
limitation, any duties or Taxes payable by, or assessed on, any of the Finance
Parties) imposed on or in connection with any of the Transaction Documents, the  25


Security Documents or the Loan and shall
indemnify each of the Finance Parties against any liability arising by reason
of any delay or omission by the Borrower to pay such duties or Taxes.  6Payments and taxes; accounts and calculations  6.1No set-off or counterclaim; distribution to
the Lenders  6.1.1The Borrower acknowledges that
in performing their obligations under this Agreement the Lenders will be incurring
liabilities to third parties in relation to the funding of amounts to the
Borrower, such liabilities matching the liabilities of the Borrower to the
Lenders and that it is reasonable for the Lenders to be entitled to receive
payments from the Borrower gross on the due date in order that the Lenders are
put in a position to perform their matching obligations to the relevant third
parties.  6.1.2Accordingly, all payments to
be made by the Borrower under any of the Security Documents shall be made in
full, without any set off or counterclaim whatsoever and, subject as provided
in clause 6.8, free and clear of any deductions or withholdings, in Dollars
(except for costs, charges or expenses which shall be paid in the currency in
which they are incurred) on the due date to the account of the Agent at such
bank in such place as the Agent may from time to time specify for this purpose,
save for payments in respect of a Qualifying Swap or a Master Agreement which
shall be made in accordance with the terms of those documents to the account of
the Swap Banks at such bank in such place as each Swap Bank may from time to
time specify in accordance with those documents.  6.1.3Save where the Security
Documents provide for a payment to be made for the account of a particular
Finance Party, in which case the Agent shall distribute the relevant payment to
the Finance Party concerned, payments to be made by the Borrower under the
Security Documents in respect of amounts due under or in connection with the
Loan shall be for the account of all the Lenders and the Agent shall forthwith
distribute such payments in like funds as are received by the Agent to the
Lenders rateably in accordance with their Commitments or Contributions, as the
case may be).  6.2Payment by the Lenders  All sums to be advanced by the Lenders to
the Borrower under this Agreement shall be remitted in Dollars on the Drawdown Date (or earlier) to the account of the Agent withABN AMRO Bank N.V., New YorkBranch, SWIFT addressABNAUS33for the account of Fortis Bank (Nederland) N.V., Rotterdam, SWIFT
addressFTSBNL2Rfor further credit to account number25.11.89.694with reference Danaosor at such
other bank as the Agent may have notified to the Lenders and shall be paid by
the Agent on such date in like funds as are received by the Agent to the
account or accounts specified in the relevant Drawdown Notice.  26


6.3Payment by the Borrower  All sums to be repaid by the Borrower to
the Lenders under this Agreement shall be remitted in Dollars on each of the Repayment Dates to the account of the Agent
(ABN AMRO Bank N.V., New York branch, SWIFT: ABNAUS33, Account Name: Fortis
Bank (Nederland) N.V., Rotterdam, SWIFT: FTSBNL2R, Reference: For further
credit / Acc. 25.11.89.694 / Danaos Corporation).  6.4Non-Banking Days  When any payment under any of the Security
Documents would otherwise be due or an Interest Period would otherwise end on a
day which is not a Banking Day, the due date for payment or, as the case may
be, the applicable Interest Period shall be extended to the next following
Banking Day unless such Banking Day falls in the next calendar month in which
case payment shall be made or, as the case may be, the applicable Interest
Period shall end on the immediately preceding Banking Day.  6.5Agent may assume receipt  Where any sum is to be paid under this
Agreement to the Agent for the account of another person, the Agent may assume
that the payment will be made when due and may (but shall not be obliged to)
make such sum available to the person so entitled.  If it proves to be the case that such payment
was not made to the Agent, then the person to whom such sum was so made
available shall on request refund such sum to the Agent together with interest
thereon sufficient to compensate the Agent for the cost of making available
such sum up to the date of such repayment and the person by whom such sum was
payable shall indemnify the Agent for any and all loss or expense which the
Agent may sustain or incur as a consequence of such sum not having been paid on
its due date.  6.6Calculations  All interest and other payments of an
annual nature under any of the Security Documents shall accrue from day to day
and be calculated on the basis of actual days elapsed and a 360 day year.  In calculating the actual number of days
elapsed in a period which is one of a series of consecutive periods with no
interval between them or a period on the last day of which any payment falls to
be made in respect of such period, the first day of such period shall be
included but the last day excluded.  6.7Certificates  Any certificate or determination of the
Agent or any Lender as to any rate of interest, rate of exchange or any other
amount pursuant to and for the purposes of any of the Security Documents shall,
as between Finance Parties and as between any Finance Party and the Borrower or
any other Security Party, be regarded as being conclusive evidence of such rate
or other amount.  27


6.8Grossing-up for Taxes - Borrower  If at any time the Borrower is required by any
applicable law or regulation of any Government Entity binding on it to make any
deduction or withholding in respect of Taxes from any payment due under any of
the Security Documents for the account of any Finance Party (or if the Agent is
required to make any such deduction or withholding from a payment to a Finance
Party),  (a)the Borrower shall notify the
Agent as soon as it becomes aware of the requirement;  (b)the Borrower shall pay to the
relevant tax authorities promptly and in any event before any fine or penalty
arises each amount so deducted or withheld and deliver to the Agent the
original of any receipts, certificates or other proof evidencing the amounts
(if any) paid or payable in respect of any deduction or withholding as
aforesaid.  (c)the sum due from the Borrower
in respect of such payment shall be increased to the extent necessary to ensure
that, after the making of such deduction or withholding, each Finance Party
receives on the due date for such payment (and retains, free from any liability
in respect of such deduction or withholding), a net sum equal to the sum which
it would have received had no such deduction or withholding been required to be
made and the Borrower shall indemnify each Finance Party against any losses or
costs incurred by it by reason of any failure of the Borrower to make any such
deduction or withholding or by reason of any increased payment not being made
on the due date for such payment.  6.9Claw-back of tax benefit  If, following any such deduction or
withholding as is referred to in clause 6.8 from any payment by the Borrower
and the payment by the Borrower of the amount of such deduction or withholding
to the appropriate tax authorities, the Agent or any Lender, shall receive or
be granted a credit against or remission for any Taxes payable by it (by reason
of the payment of such deduction or withholding to the tax authorities), the
Agent or such Lender shall, subject to the Borrower having made any increased
payment in accordance with clause 6.8 and to the extent the Agent or such
Lender can do so without prejudicing the retention of the amount of such credit
or remission and without prejudice to the right of the Agent or such Lender to
obtain any other relief or allowance which may be available to it and to apply
any credit or remission in such order and against such amounts as it may
choose, reimburse the Borrower with such amount as the Agent or such Lender
shall certify to be the proportion of such credit or remission as will leave it
(after such reimbursement) in no worse position than it would have been in had
there been no such deduction or withholding from the payment by the Borrower as
aforesaid. Such reimbursement shall be made forthwith upon the Agent or, as the
case may be, the relevant Lender certifying that the amount of such credit or
remission has been received by it. Nothing contained in this clause shall
oblige the Agent or any Lender to rearrange its tax affairs  28


or to disclose any information regarding
its tax affairs and computations. Without prejudice to the generality of the
foregoing, the Borrower shall not, by virtue of this clause 6.9, be entitled to
enquire about the Agents or any Lenders tax affairs.  6.10Bank account  Each Lender shall maintain, in accordance
with its usual practice, an account or accounts evidencing the amounts from
time to time lent by, owing to and paid to it under the Security
Documents.  The Agent shall maintain a
control account showing and other sums owing by the Borrower under the Security
Documents (excluding each Qualifying Swap and each Master Agreement).  The control account shall, in the absence of
manifest error, be conclusive as to the amount from time to time owing by the
Borrower under those Security Documents.  7Representations and warranties  7.1Continuing representations and warranties  The Borrower represents and warrants to
each of the Finance Parties that:  7.1.1Status: the Borrower is a corporation domesticated in and validly existing
and in good standing under the laws of the Republic of the Marshall Islands.  7.1.2Share capital and ownership: the Borrower has an authorised share
capital of 205,000,000 shares, par value $0.01 each, of which 200,000,000
shares are common stock and 5,000,000 shares are preferred stock.  The Borrower is the indirect and ultimate
owner of all the issued ordinary share capital of each Owner.  7.1.3Corporate power: the Borrower (or in the case of paragraph (a), each
Owner) has the corporate capacity, and has taken all corporate action and
obtained all consents necessary for it:  (a)to execute, enter into, and
perform its obligations under the Transaction Documents to which it is or is to
be a party and (in the case of each Owner) register the relevant Ship in its
name under a Flag State; and  (b)to borrow under this Agreement
and to make all the payments contemplated by, and to comply with, those
Transaction Documents to which the Borrower is a party  7.1.4Consents in force: All the consents referred to
in clause 8.1.8 remain in force and nothing has occurred which makes any of
them liable to revocation;  7.1.5Legal validity; effective security interests: the Security Documents to
which the Borrower is a party, do now or, case the case may be, will, upon
execution and delivery (and, where applicable, registration as provided for in
the Security Documents):  29


(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 Encumbrances 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;  7.1.6No third party Encumbrances: at the time of the execution and delivery
of each Security Document to which the Borrower is a party:  (a)the Borrower will have the
right to create all the Encumbrances which that Security Document purports to
create; and  (b)no third party will have any
Encumbrances (except for any Permitted Encumbrances) or any other interest,
right or claim over, in, or in relation to any asset to which any such
Encumbrances, by its terms, relates.  7.1.7No conflicts: the execution by the Borrower of each Security
Document to which it is a party, and the borrowing by the Borrower of the Loan,
and its compliance with each Security Document to which it is a party will not
involve or lead to a contravention of:  (a)any law or regulation; or  (b)the constitutional documents
of the Borrower; or  (c)any contractual or other
obligation or restriction which is binding on the Borrower or any of its
assets.  7.1.8Information.  All information which has been provided in
writing by or on behalf of the Borrower or any Security Party to the Lender in
connection with any Finance Document satisfied the requirements of clause
8.1.3.  7.1.9No 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 Transaction
Document.  7.1.10No 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 or any third party in connection with the
purchase by each Owner of the Ship owned by it, other than as disclosed to the
Agent in writing on or prior to the date of this Agreement.  30


7.1.11Taxes paid: the Borrower has paid all taxes applicable to, or
imposed on or in relation to the Borrower and its business.  7.1.12Compliance with certain undertakingsat
the date of thisAgreementthe Borrower is in compliance with clauses
8.1.1, 8.1.4, 8.1.8 and 8.11.  7.1.13ISM Code and ISPS Code compliance: all requirements of the ISM Code and the
ISPS Code as they relate to the Borrower, each Owner, the Manager and the Ships
have been complied with.  7.1.14No money laundering: in relation to the borrowing by the Borrower of the
Loan, the performance and discharge of its obligations and liabilities under
the Transaction Documents, and the transactions and other arrangements effected
or contemplated by the Transaction 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 defined in Article 1 of the Directive (91/308/EEC) of the
Council of the European Communities).  7.2Initial representations and warranties  The Borrower further represents and
warrants to each of the Finance Parties that:  7.2.1No withholding taxes: all payments which the Borrower is liable to make
under the Transaction 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 Relevant Jurisdiction.  7.2.2No default: no Default or Event of Default has occurred and is
continuing.  7.2.3Validity and completeness ofCharters and the Management
Agreements:  (a)The copies of the Charters and
the Management Agreements delivered to the Agent before the date of this
Agreement are true and complete copies;  (b)The Charters and the
Management Agreements each constitute valid, binding and enforceable
obligations of the relevant parties thereto in accordance with its terms; and  (c)Other than those amendments
and additions to the Charters and the Management Agreements disclosed to the
Agent before the date of this Agreement, no amendments or additions to either
document has been agreed nor has any party thereto waived any of their respective
rights thereunder.  7.2.4Compliance with Environmental Laws and Approvals: except as may already have
been disclosed by the Borrower in writing to, and acknowledged in writing by,
the Finance Parties:  31


(a)to the best of the Borrowers
knowledge and belief, the Borrower and its Subsidiaries have complied with the
provisions of all Environmental Laws;  (b)to the best of the Borrowers
knowledge and belief, the Borrower and its Subsidiaries have obtained all
Environmental Approvals and are in compliance with all such Environmental
Approvals; and  (c)neither the Borrower nor any
of its Subsidiaries has received notice that the Borrower or any such
Subsidiary is not in compliance with any Environmental Law or any Environmental
Approval.  7.2.5No Environmental Claims: except as may already have been disclosed by the
Borrower in writing to, and acknowledged in writing by, the Finance Parties
there is no Environmental Claim pending or to the best of the Borrowers
knowledge and belief, threatened against the Borrower or any of its
Subsidiaries or any Relevant Ship.  7.2.6No potential Environmental Claims: except as may already have been disclosed
by the Borrower in writing to, and acknowledged in writing by, the Finance
Parties to the best of the Borrowers knowledge and belief, there has been no
emission, spill, release or discharge of a Pollutant from any Relevant Ship
which could give rise to an Environmental Claim.  7.3Repetition of representations and
warranties  The Borrower shall be deemed to repeat on
the Drawdown Date the representations and warranties in 7.1 and 7.2 as if made
with reference to the facts and circumstances existing on such day.  8Undertakings  8.1General  The Borrower undertakes with
each of the Finance Parties to comply with the following provision of this
clause 8 at all times during the Security Period except as the Agent may
otherwise permit:  8.1.1Title; negative pledge and pari passu ranking: the Borrower will:  (a)indirectly hold the entire
beneficial interest in, the ordinary shares of each Owner, free from all
Encumbrances and other interests and rights of every kind, except for Permitted
Encumbrances;  (b)not create or permit to arise
any Encumbrance over any other asset, present or future other than in the
normal course of its business of acquiring, financing and operating vessels;
and  32


(c)procure that its liabilities under the
Security 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;  8.1.2No 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 by at least 50 per
cent.  In all circumstances the Borrower
shall be deemed to have complied with its obligations under this clause 8.1.2
by providing the Agent withpriorwritten notice of its
decision to transfer, lease or otherwise dispose of its assets as aforesaid;  8.1.3Information 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 Transaction Document will be true and not misleading and will not omit
any material fact or consideration;  8.1.4No other liabilities or obligations to be incurred.it will procure that none of
the Owners will incur any liability or obligation except liabilities and
obligations:  (a)under the Transaction Documents to which
each Owner is a party; and  (b)incurred in the normal course of its
business of operating vessels;  8.1.5Provision of financial statements: the Borrower will:  (a)as soon as possible, but in no event later
than 180 days after the end of each financial period to which they relate
(commencing with the financial period ended 31 December 2007), make available
the Audited Financial Statements for that financial period on the Borrowers
website; and  (b)as soon as possible, but in no event later
than 90 days after the end of each 6-monthly period to which they relate
(commencing with the 6-monthly period ended 30 June 2008), make available the
Unaudited Financial Statements for that financial period on the Borrowers
website;  8.1.6Form of financial statements: all accounts (audited and unaudited)
delivered under clause 8.1.5 will:  33


(a)be prepared in accordance with all
applicable laws and Accounting Principles;  (b)give a true and fair view of the states of
affairs of the Borrowers Group at the date of those accounts and of their or
its profit for the period to which those accounts relate; and  (c)fully disclose or provide for all
significant liabilities of the Borrowers Group;  8.1.7Shareholder 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).  8.1.8Consents: 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 each Transaction Documents to which it is a party;  (b)for the validity or enforceability of each
Transaction 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;  8.1.9Maintenance of Encumbrances: the Borrower will:  (a)at its own cost, do all that it reasonably
can to ensure that any Security Document validly creates the obligations and
the Encumbrances 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
Security Document with any court or authority in the Marshall Islands, Liberia,
Greece, Panama, Bahamas or Cyprus or such other jurisdiction which the Agent
may reasonably require (including, without limitation, any Flag State if at the
relevant time a Ship is registered under the laws of such Flag State), pay any
stamp, registration or similar tax in any such country in respect of any
Security Document, give any notice or take any other step which, in the opinion
of the Lender, is or has become necessary or desirable for any Security
Document to be valid, enforceable or admissible  34


in evidence or to ensure or protect the priority of
any Permitted Encumbrance which it creates;  8.1.10Notification of litigation: the Borrower will provide
the Agent with details of any legal or administrative action involving the
Borrower, any Security Party, the 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;  8.1.11Principal place of business: the Borrower will maintain
its place of business, and keep its corporate documents and records, at the
address set out in the definition of Borrower 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;  8.1.12Confirmation of no default: the Borrower will, within 3
Banking 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 Default or Event of Default
has occurred; or  (b)states that no Default or 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 8.1.12 from time to
time; this clause 8.1.12 does not affect the Borrowers obligations under
clause 8.1.13;  8.1.13Notification of default: the Borrower will notify the
Agent as soon as the Borrower becomes aware of:  (a)the occurrence of a Default or an Event of
Default; or  (b)any matter which indicates that a Default
or an Event of Default may have occurred,  and will thereafter keep the Agent fully up-to-date with all
developments;  8.1.14Provision 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 to:  (a)the Borrower, the Owners, the Ships, their
Earnings or their Insurances; or  (b)any other matter relevant to, or to any
provision of, a Transaction Document, which in each case may be requested by
the Agent at any time;  35


8.1.15No amendment to the Transaction Documents: the Borrower shall not and
it will ensure that no Owner shall, agree to any amendment or supplement to, or
waive or fail to enforce, a Transaction Document to which it is a party to or
any of its provisions;  8.1.16Purchase of further tonnage: the Borrower shall procure
that each Owner shall not purchase a vessel other than the relevant Ship;  8.1.17Know your customer requirements: the Borrower shall provide
to the Finance Parties (or any of them) such documentation and evidence as may
be required by each of Finance Party from time to time 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;  8.1.18Provision of copies and translation of documents: if the Agent so requires,
the Borrower will supply the Agent with a certified English translation in
respect of any of those documents referred to above, such translation to be
prepared by a translator approved by the Agent;  8.1.19Tax Lease Structure: the Borrower may place any
Ship within a tax lease structure with the prior written consent of the Lenders
such consent not to be unreasonably withheld;  8.1.20Use of proceeds: use the Advance exclusively for the
purposes specified in clause 1.1;  8.1.21Flag State: the Borrower shall ensure
that at all times the Ships are registered in the name of the relevant Owner
under the laws and flag of the relevant Flag State and are free from
Encumbrances other than the relevant Mortgage; and  8.1.22Classification: the Borrower shall ensure that at all
times the Ships maintains the relevant Classification Society free of all
overdue recommendations and conditions affecting class.  8.2Security
value maintenance  8.2.1Security shortfall: if at any time the Security Value shall
be less than the Security Requirement, the Agent may, and if so instructed by
the Majority Lenders, shall give notice to the Borrower requiring that such
deficiency be remedied and then the Borrower shall either:  (a)prepay within a period of ten (10) Banking Days of the
date of receipt by them of the Agents said notice such sum in Dollars as will
result in the Security Requirement after such prepayment (taking into account
any other repayment of the Loan for the Ships made between the date of the
notice and the date of such prepayment) being equal to the Security Value; or  (b)within ten (10) Banking Days of the date of receipt by
the Borrower of the Agents said notice, constitute to the satisfaction of the
Lenders such further security (in the form of an Encumbrance) for the Loan to
be held by the Security Trustee, and as shall be acceptable to the Lenders
having a value for security purposes (as determined by the  36


Lenders
in their absolute discretion) at the date upon which such further security
shall be constituted which, when added to the Security Value, shall not be less
than the Security Requirement as at such date.  The provisions of clauses 4.5 and 4.6 shall apply to prepayments under
clause 8.2.1(a).  8.2.2Valuation
of the Ships:  (a)Prior to the Drawdown Date and
thereafter at or about each anniversary of such Drawdown Date, each of Ships
shall be valued in Dollars by two Approved Brokers selected by the
Borrower.  The Borrower shall pay all
costs properly incurred in respect of such valuations.  Each valuation shall be made without physical
inspection unless required by the Majority Lenders (in which case the Borrower
shall use reasonable efforts to facilitate any required physical inspection as
soon as practicable after a request for the same).  (b)Notwithstanding the foregoing, the Agent may, and if
so instructed by the Majority Lenders, shall obtain two valuations of one or
more of the Ships at any other time, but the Borrower shall only reimburse the
Agent for the cost of such valuations if (a) an Event of Default has occurred
which is continuing or (b) a Ship is being sold or there has been a Total Loss
for the purpose of determining the Disposal Reduction Amount in accordance with
clause 4.3, and in either case the Agent has served written demand on the
Borrower in relation thereto.  (c)Each valuation made in
accordance with this clause 8.2.2 of a Shipshall be the aggregate
of the present values (as may be conclusively determined by the Agentbut
subject to discount pursuant to clause 8.2.2(d)) of:  (i)where that Ship issubject
to a charter or other contract of employment having an unexpired term of at
least nine (9) months with a first class charterer acceptable to the Agent
(acting in accordance with the instructions from the Lenders) (which acceptance
shall not be unreasonably withheld), the bareboat-equivalent time charter
income of that Ship 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 8.2.2(c), an option period); and  (ii)the
current charter-free market valueof
a vessel with identical characteristics to that Ship other that its age which
shall be considered to be the age of that Ship at the time of charter expiry
(so adjusted for a higher age), as such value may be adjusted to take into
account the terms of any commitments undertaken by the Owner of the Ship which
may affect its value,  37


and in
the case of both (i) and (ii) onthebasis of a sale for prompt delivery for
cash at arms length on normal commercial terms as between a willing buyer and a
willing seller.  (d)The present values referred to
in clause8.2.2(c) shall be discounted in respect of a
period equal to the unexpired term of the Ships time charter or other contract
of employment (excluding any option periods) rounded up to the nearest year, as
follows:  (i)inrelation to a period which is a Qualifying Swap Period,theInterest Rate Swap Rate;
and  (ii)in
relation to each period which is not a Qualifying Swap Period (including the
period from the expiry of the Qualifying Swap Period (and if there is more than
one Qualifying Swap Period, the most recent one) to the time of charter
expiry), the relevant ISDA Benchmark Rate collected daily by Reuters and ICA
plc in respect of Loan (and not a proportion thereto) for that period.  (e)Thesum total of: (1) the
aggregate of the arithmetic average of the most recent two valuations for each
Ship (excluding each Excluded Ship) determined in accordance with this clause
8.2.2 and (2) the market value of any additional security for the time being
actually provided to the Lenders pursuant to clause 8.2.1(b) as most recently
determined in accordance with clause 8.2.4 (in each case as certified by the
Agent to the Borrower which certificate shall, in the absence of manifest
error, be conclusive and binding on the Borrower, each of the Owners and the
Finance Parties) shall at any time be the Security
Valuefor the purposes of this Agreement.  (f)The Agent shall provide the Borrower and each Lender
with a copy of any valuation requested by it.  8.2.3Information: the Borrower undertakes with
the Finance Parties to supply to the Agent and to any relevant Lenders such
information concerning the applicable Ship and its condition as such brokers
may reasonably require for the purpose of making any such valuation.  8.2.4Valuation
of additional security: for the purpose of this clause 8.2, the market value
of any additional security provided or to be provided to the Lenders shall be
determined by the Agent, acting on the instructions of the Majority Lenders in
their absolute discretion without any necessity for the Majority Lenders
assigning any reason thereto (provided that any additional security granted by
way of cash, should be valued on a Dollar by Dollar basis). Subject to the
provisions of the Trust and Agency Agreement, the Agent may appoint such
experts and appraisers as it may consider necessary in order to fulfil its
instructions from the Majority Lenders pursuant to this clause 8.2.4 and shall
not be required to act where no such instructions from the Majority Lenders are
received. Any costs incurred by the Agent shall be reimbursed by the Borrower
against copies of the applicable invoices.  38


8.2.5Documents
and evidence: in connection with any additional security provided in accordance
with this clause 8.2, the Agent shall be entitled to (and shall if so requested
by the Majority Lenders) require the Borrower to provide such evidence and
documents of the kind referred to in schedule 5 that it believes are
appropriate (or which it has been required to request) and such favourable
legal opinions as the Agent shall in its absolute discretion require.  8.2.6Release
of additional security  If at any time the Security Trustee holds additional
security provided under clause 8.2.1 and the Security Value of such additional
security, disregarding the value of that additional security, exceeds the
Security Requirement by at least ten per cent (10%) and the Security Value has
been determined by reference to valuations provided no more than 90 days
previously, or if an Charter is subsequently entered into, the Borrower may, by
notice to the Agent, require the release and discharge of that additional
security.  The Security Trustee shall
then promptly release and discharge that additional security if no Default is
then continuing or will result from such release and discharge and, upon such
release and discharge and, if so required by the Agent and or the Security
Trustee, the Borrower shall reimburse to the Agent and or the Security Trustee
any costs and expenses in relation to that release and discharge.  8.3Financial Undertakings  8.3.1The
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 0.75:1;  (b)The aggregate of all cash and Cash Equivalents shall not be 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 shall not be less
than the higher of $250,000,000; and  (e)From and including 31 March 2010 until the Final Repayment Date the
Borrower shall maintain in the Borrower Account a cash deposit of at least
$6,000,000;  8.3.2Compliance check.  Compliance with the undertakings contained in
this clause 8.3 shall be determined in each financial period:  (a)for the first 6-month period of each annual financial period, by
reference to the Unaudited Financial Statements in respect of that 6-month
financial period  39


(b)for the second 6-month period of each annual financial period, by
reference to the Audited Financial Statements relating to that annual financial
period;  (c)an any other time as the Agent may reasonably request by reference to
such evidence as the Agent may require to determine and calculate the financial
covenants referred to in clauses 8.2 and 8.3.  At the same time as it
makes available each set of Audited Financial Statements and Unaudited
Financial Statements referred to in clause 8.1.5, the Borrower shall deliver to
the Agent a Compliance Certificate demonstrating its compliance (or not, as the
case may be) with the provisions of clauses 8.2 and 8.3.  8.3.3Definitions:  The accounting terms used in this clause 8 shall be construed in
accordance with the Accounting Principles but so that:  Applicable Accountsmeans the most
recent Audited Financial Statements or
(as the case may be) Unaudited Financial Statements;  Borrowers Income Statementhas the
meaning given to that term in the Applicable Accounts;  Cash
Equivalentsmeans:  (a)deposits with first class international banks the
maturity of which does not exceed 12 months;  (b)bonds, certificates of deposits and other money market
instruments or securities issued or guaranteed by the United States Government;
and  (c)any other instruments approved by the Agent, with the
authorisation of the Majority Lenders;  Compliance Datemeans a date on whichcompliance
with the undertakings contained in this clause 8.3 is determined in accordance
with clause 8.3.2;  EBITDAmeans, 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
and as defined in the Applicable Accounts;  Exceptional Itemsmeans any
material items of an unusual or non-recurring nature which represent gains or
losses including those arising on the sale of vessels;  Financial Quartermeans the
period commencing on the day after one Quarter Date and ending on the next
Quarter Date;  40


Financial Yearmeans the
annual accounting period of the Borrowers Group ending on (or about) 31 December
in each year;  Interest Coverage Ratiomeans ratio of
EBITDA to Net Interest in respect of any Relevant Period.  Market Value Adjusted Net Worthmeans Market Value Adjusted Total Assetsminus
Total Liabilities;  Market Value Adjusted Total Assetsmeans, with reference to the Audited Financial Statements and the
Unaudited Financial Statements provided pursuant to clause 8.1.3, all assets of
the Borrowers Group, with the value of the Ships calculated as per clause
8.2.2;  Net Interestmeans interest expense
minus interest income as stated in the Borrowers Income Statement;  Quarter Datemeans each of 31
March, 30 June, 30 September and 31 December.  Relevant Periodmeans each
period of twelve months or such shorter period commencing on the date hereofendingon or about the last day of the Financial Year and each
period of twelve months ending on or about the last day of each Financial
Quarter.  Total Liabilitiesmeans, total liabilities of the
Borrowers Group as stated in the most recent annual Audited Financial Accounts
of the Borrowers Group.  8.4Corporate Undertakings  The Borrower also undertakes with the Agent to comply with
the following provisions of this clause 8.2 at all times during the Security
Period except as the Agent may otherwise permit.  8.4.1Maintenance
of status:
the Borrower will maintain its separate corporate existence and remain in good
standing under the laws of the Marshall Islands.  8.4.2Negative
undertakings: the Borrower will not:  (a)change the nature of its business; or  (b)pay any dividend or make any other form of
distribution: (i) at any time when a Default or an Event of Default has
occurred and is continuing or (ii) will result from the payment of any dividend
or the making of any other form of distribution or (iii) for as long as any of
the financial covenants set out in clause 8.2.1 or 8.3.1 are not satisfied; or  (c)effect any form of redemption, purchase or
return of share capital at any time when a Default or an Event of Default has
occurred or is continuing or will result from any form or redemption, purchase or
return of share capital; or  41


(d)enter into any form of amalgamation, merger
or de-merger or any form of reconstruction or reorganisation; or  (e)cause the shares of the Borrower to cease
to be listed on the New York Stock Exchange.  8.4.3Maintenance
of ownership of Owners. The Borrower shall remain
in ultimate legal and beneficial owner of the entire issued andallottedissued and allotted ordinary share capital of each Owner free from any Security
Interest.  8.5Swaps Undertakings  The Borrower undertakes to the Swap Banks
only to enter into a Qualifying Swap with a Swap Bank if the proportion which
the notional amount of that Qualifying Swap bears to the notional amount of all
Qualifying Swaps in respect of the same Qualifying Swap Period is the same as
the proportion which the Commitment of that bank (in its capacity as Lender
rather than as Swap Bank)bearsto the Total Commitments.  8.6Additional
Undertakings  The Borrower also undertakes with the Agent to ensure at all
times during the Security Period except as the Agent may otherwise permit that:  8.6.1Seizure: in the event that all or a
material part of the undertaking, assets, rights or revenues of, or shares or
other ownership interests in, any Security Party are seized, nationalised,
expropriated or compulsorily acquired by or under the authority of any
government (other than when such seizure results in a Total Loss), such action
will not have a material effect on the Borrowers or the relevant Security
Partys ability to fulfil its obligations under the Security Documents; and  8.6.2Unrest: in the event that the Flag
State of a Ship or any Relevant Jurisdiction becomes involved in hostilities or
civil war or there is a seizure of power in the Flag State of a Ship or any
Relevant Jurisdiction by unconstitutional means, such action will not have a
material adverse effect on the security created by any of the Security
Documents; or  8.6.3Environment: in the event that any
Security Party fails to comply with any Environmental Law or any Environmental
Approval or a Ship or any other Relevant Ship is involved in any incident which
gives rise or may give rise to an Environmental Claim, the Borrower undertakes
that such non-compliance or incident or the consequences thereof shall not have
a material adverse effect on the business, assets, operations, property or
financial condition of that Security Party or any other Security Party or on
the security constituted by any of the Security Documents; or  42


8.6.4P&I: each Security Party shall
comply with any requirements of the protection and indemnity association or
other insurer with which a Ship is entered for insurance or insured against
protection and indemnity risks (including oil pollution risks); or  8.6.5Arrest: in the event that a Ship is
arrested, confiscated, seized, taken in execution, impounded, forfeited,
detained in exercise or purported exercise of any possessory lien or other
claim or otherwise taken from the possession of an Owner, the Borrower shall
procure its release within a period of ten (10) Banking Days thereafter.  8.6.6Material
adverse change: with reference to Audited Financial Statements and Unaudited
Financial Statements, the Borrower undertakes that there will not be a material
adverse change in the financial condition of any Security Party.  9Conditions  9.1Documents and evidence  The obligation of each Lender to make its Commitment
available shall be subject to the condition that:  9.1.1the Agent, or its duly authorised representative,
shall have received, no later than 10am (New York time) on the third (3rd)
Banking Day prior to the proposed Drawdown Date a Drawdown Notice specifying a
date for drawdown within the Drawdown Period;  9.1.2the Agent, or its duly authorised representative,
shall have received, not later than the day on which such Drawdown Notice is
given, the documents and evidence specified in Part 1 of schedule 4 in form and
substance satisfactory to the Agent; and  9.1.3the Agent, or its duly authorised representative,
shall have received, on or prior to the Drawdown, in respect of each Ship, the
documents and evidence specified in Part 2 of schedule 4 in form and substance
satisfactory to the Agent.  9.2General conditions precedent  The obligation of each Lender to contribute to the Advance
shall be subject to the further conditions that, at the time of the giving of
the Drawdown Notice and on the Drawdown Date:  9.2.1the representations and warranties contained in
clauses 7.1 and 7.2 are true and correct on and as of each such time as if each
was made with respect to the facts and circumstances existing at such time; and  9.2.2no Default shall have occurred and be continuing or
would result from the making of the Advance.  43


9.3Waiver of conditions precedent  The conditions specified in this clause 9
are inserted solely for the benefit of the Lenders and may be waived on their
behalf in whole or in part and with or without conditions by the Agent acting
on the instructions of the Majority Lenders (or in the case of any waiver in
relation to the execution of any of the Security Documents, all the Lenders) in
respect of the first or any other Advance without prejudicing the right of the
Agent acting on such instructions to require fulfilment of such conditions in
whole or in part in respect of any other Advance.  9.4Notification  The Agent shall notify the Lenders and the
Borrower promptly upon receipt by it of the documents and evidence referred to
in clause 9.1 in form and substance satisfactory to it.  10Events of
Default  10.1Events  An Event of Default occurs if:  10.1.1Non-payment: the Borrower or any Security Party fails to pay when
due or (if so payable) on demand any sum payable under a Transaction Document
or under any document relating to a Transaction Document; such failure shall
not constitute an Event of Default if:  (a)        such
failure is due to a bank payment transmission error; and  (b)       the
Borrower or the relevant Security Party remedies such failure within 3 days or
the due date of payment of the relevant amount; or  10.1.2Breachof Insurance and Certain
other Obligations:any breach occurs of clause 5.4 of the Guarantee (Insurance), or clause 8.2 (Security Value Maintenance) or clause 8.3
(Financial  Undertakings) of this Agreement;  10.1.3Breach of other obligation
(1):
any breach by the Borrower or any Security Party occurs of any provision of a
Transaction Document (including, for the avoidance of doubt clause 8.6 (Additional Undertakings) of this Loan
Agreement) (other than a breach covered by paragraphs 10.1.1 or 10.1.2) and if,
in the opinion of the Lenders such default is capable of remedy, such default
is not remedied within 14 Banking Days after written notice from the Agent
requesting action to remedy the same; or  10.1.4Breach of other
obligations (2): (subject to any applicable grace period specified in
the Security Document) any breach (which the Lenders consider, in their
discretion, to be material) by the Borrower or any Security Party occurs of any
provision of a Security Document (other than a breach covered by paragraphs
10.1.1, 10.1.2 or 10.1.3); or  44


10.1.5Misrepresentation: any representation, warranty
or statement (which the Agent considers, in its discretion, to be material)
made by, or by an officer of, the Borrower or a Security Party in a Security
Document or in a Drawdown Notice or any other notice or document relating to a
Security Document is untrue or misleading when it is made provided that 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 Banking Days of its occurrence unless such innocent misrepresentation
is made on a Drawdown Date; or  10.1.6Cross-default:any of the following occurs in relation to any Indebtedness
of a Relevant Person (other than the Borrower) or any Indebtedness of the
Borrower of at least $500,000:  (a)any Indebtedness of a Relevant Person is
not paid when due or, is so payable, on demand; or  (b)any Indebtedness of a Relevant Person
becomes due and payable or capable or being declared due and payable prior to
its stated maturity date as a consequence of any event of default; or  (c)a lease, hire purchase agreement or charter
creating any Indebtedness of 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  (d)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 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  (e)any Encumbrance securing any Indebtedness
of a Relevant Person becomes enforceable,  10.1.7Insolvency
Proceedings: any of the following occurs in relation to a Relevant Party  (a)a Relevant Person becomes unable to pay its
debts as they fall due; or  (b)any assets of a Relevant Person are subject
of any form of execution, attachment, expropriation, sequestration or distress
in respect of a sum or sums aggregating $100,000 (or $10,000,000 in respect of
the Borrower) or more or the equivalent in another currency; or  (c)any administrative or other receiver is
appointed over any asset of a Relevant Person; or  45


(d)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 full 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 Agent
and effected not later than 3 months after the commencement of the winding up;
or  (e)a petition is presented in any Relevant
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 contested in good faith and on
substantial grounds and is dismissed or withdrawn within 30 days of the
presentation of the petition; or  (f)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
arrangements 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  (g)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  (h)in a Relevant Jurisdiction other than
England, any event occurs or any procedure is commenced which, in the
reasonable opinion of the Agent is similar to any of the foregoing,  and for the purposes of this clause 10.1.7, Petition includes an application; or  10.1.8Cessation of
business:
the Borrower ceases, or threatens to cease, 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  10.1.9Unlawfulness: it becomes unlawful in any
Relevant Jurisdiction or impossible:  (a)for the Borrower or any Security Party to
discharge any liability under a Security Document or to comply with any other
obligation which the Agent considers material under a Security Document; or  46


(b)for the Agent to exercise or enforce any
right under, or to enforce any Encumbrance created by, a Security Document; or  10.1.10Consents: 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 Agent considers material of a Transaction Document is not granted,
expires without being renewed, is revoked or becomes liable to revocation or
any condition of such a consent is not fulfilled if this materially affects the
security position of the Security Trustee 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 Transaction Document; or  10.1.11Ownership: if, without the prior
consent of the Agent, Dr John Coustas either owns directly and/or through
companies beneficially owned and controlled by him, or members of the Coustas
family and/or trusts or foundations in which members of the Coustas family are
beneficiaries own and control, less than 51 per cent of the issued voting share
capital of the Borrower; or  10.1.12Listing: if, without the prior
consent of the Agent, the shares of the Borrower cease to be listed on the New
York Stock Exchange; or  10.1.13Voting: it appears to the Agent
that, without its 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 ordinary shares in any Owner or in the ultimate control of the voting
rights attaching to any of those shares; or  10.1.14Invalidity: any provisions which the
Agent considers material of a Transaction Document proves to have been or becomes
invalid or unenforceable, or an Encumbrance created by a Security Document
proves to have been or becomes invalid or unenforceable or such Encumbrance
proves to have ranked after, or loses its priority to another Encumbrance or
any other third party claim or interest; or  10.1.15Security: the security constituted by
a Security Document is in any way imperilled or in jeopardy unless within 14
Banking Days of the security being so imperilled or jeopardised (i) the
Borrower or a Security Party provides to the Agent security in the form of a
new Security Document which, in the opinion of the Agent, is equivalent to that
constituted by the Security Document which has become imperilled or jeopardised
or (ii) the security ceases to be imperilled or in jeopardy; or  10.1.16Master
Agreement:a MasterAgreementis 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 on the instructions of the Lenders);
or  47


10.1.17Ship
Management: for any reason whatsoever, a Ship ceases to be managed by the Manager
on terms in all respects approved by the Agent (such approval not to be
unreasonably withheld); or  10.1.18Other Events: any other event occurs or
any other circumstances arise or develop including, without limitation:  (a)a change in the financial position, state
of affairs or prospects of the Borrower or an Owner; or  (b)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 Agent considers that there is a material risk
that the Borrower is, or will later become, unable to discharge its liabilities
under the Transaction Documents as they fall due.  10.1.19Flag State: the registration of a Ship
or a Mortgage under the laws and flag of the relevant Flag State is cancelled
or terminated without the prior written consent of the Security Trustee; or  10.2Actions
following an Event of Default  On, or after any time after the occurrence of an Event of
Default which is continuing, the Agent may and if requested by the Majority
Lenders shall (without prejudice to any other rights of the Lenders):  10.2.1serve on the Borrower a notice
stating that all obligations of the Lenders to the Borrower under this
Agreement are terminated whereupon on the Total Commitments shall be reduced to
zero forthwith; and/or  10.2.2serve on the Borrower a notice
stating that the Loan, all accrued interest and all other amounts accrued or
owing under this Agreement and the other Security Documents are immediately due
and payable or are due and payable on demand; and/or  10.2.3take any other action which,
as a result of the Event of Default or any notice served under clause 10.2.1 or
10.2.2 above, the Agent entitled to take under any Transaction Document or any
applicable law.  10.3Termination
of Commitment  On the service of a notice under clause 10.2.1, the
Commitment and all other obligations of the Lender to the Borrower under this
Agreement shall terminate.  48


10.4Acceleration
of Loan  On the service of a notice under clause 10.2.2, 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 Security Document
(including without limitation all interest and commitment commission) shall
become immediately due and payable or, as the case may be, payable on demand.  10.5Multiple
notices; action without notice  The Agent may serve notices under clauses 10.2.1 and 10.2.2
simultaneously or on different dates and the Agent 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.  10.6Exclusion
of Agent Liability  Neither the Agent, nor any receiver or manager appointed by
the Agent, shall have any liability to the Borrower or a Security Party  10.6.1For any loss caused by an
exercise of rights under, or enforcement of an Encumbrance created by, a
Security Document or by any failure or delay to exercise such a right or to
enforce such an Encumbrance; or  10.6.2As 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 an Encumbrance or for any
reduction (however caused) in the value of such an asset,  Except that this does not exempt the Agent or a receiver or manager
from liability for losses shown to have been caused by the gross negligence or
the wilful misconduct of the Agents own officers and employees or (as the case
may be) such receivers or managers own partners or employees.  11Indemnities  11.1Miscellaneous
indemnities  The Borrower shall within three (3) Banking Days of
demand, indemnify each Finance Party, without prejudice to any of their other
rights under any of the Security Documents, against any cost (including,
without limitation, broken funding costs) loss or liability incurred by that
Finance Party as a result of:  11.1.1the occurrence of any Default;
or  11.1.2a failure by any Security
Party to pay an amount due under a Security Document on its due date, including
without limitation, any cost, loss or liability arising as a result of clause 7
of the Trust and Agency Agreement; or  49


11.1.3the Loan (or any part thereof)
not being prepaid in accordance with clauses 4.2, 4.3, 8.2, 12.1 or 12.4 and
any repayment or prepayment of the Loan (or part thereof) being made otherwise
than on the last day of an Interest Period; or  11.1.4funding, or making
arrangements to fund, its participation in the Advance requested by the
Borrower in the Drawdown Notice but not made by reason of the operation of any
one or more of the provisions of this Agreement (other than by reason of
default or negligence by that Finance Party alone); or  11.1.5prepayment of the Loan in whole or in part,  including, in any such case, but not limited to, any loss or
expense sustained or incurred by such Lender in maintaining or funding its
Contribution or any part thereof or in liquidating or re employing deposits
from third parties acquired to effect or maintain its Contribution or any part
thereof or any other amount owing to such Lender.  11.2Indemnity
to the Agent and Security Trustee  The Borrower shall promptly indemnify the Agent and Security
Trustee against any reasonable cost, loss or liability incurred by the Agent and
the Security Trustee or either of them (acting reasonably) as a result of:  11.2.1investigating any event which
it reasonably believes is a Default; or  11.2.2acting or relying on any
notice, request or instruction which it reasonably believes to be genuine,
correct and appropriately authorised.  11.3Currency
indemnity  If any sum due from any Security Party under any of the
Security Documents or any order or judgment given or made in relation thereto
has to be converted from the currency (the first
currency) in which the same is payable under the relevant Security
Document or under such order or judgment into another currency (the second currency) for the purpose of (a) 
making or filing a claim or proof against any Security Party, (b) 
obtaining an order or judgment in any court or other tribunal or (c) enforcing
any order or judgment given or made in relation to any of the Security
Documents, the Borrower shall indemnify and hold harmless each of the Finance
Parties from and against any loss suffered as a result of any difference
between (i)  the rate of exchange used for such purpose to convert the sum
in question from the first currency into the second currency and (ii) the
rate or rates of exchange at which any of the Finance Parties may in the ordinary
course of business purchase the first currency with the second currency upon
receipt of a sum paid to it in satisfaction, in whole or in part, of any such
order, judgment, claim or proof.  Any
amount due from the Borrower under this clause 11.3 shall be due as a separate
debt and shall not be affected by judgment being obtained for any other sums
due under or in  50


respect of any of the Security Documents and the term rate of exchangeincludes any premium and
costs of exchange payable in connection with the purchase of the first currency
with the second currency.  11.4Environmental
indemnity  The Borrower shall indemnify each of the Finance Parties on
demand and hold each of the Finance Parties harmless from and against all
costs, expenses, payments, charges, losses, demands, liabilities, actions,
proceedings (whether civil or criminal), penalties, fines, damages, judgments,
orders, sanctions or other outgoings of whatever nature which may be suffered, incurred
or paid by, or made or asserted against any Finance Party at any time, whether
before or after the repayment in full of principal and interest under this
Agreement, relating to, or arising directly or indirectly in any manner or for
any cause or reason whatsoever out of an Environmental Claim made or asserted
against the Finance Party if such Environmental Claim would not have been, or
been capable of being, made or asserted against the Finance Party if it had not
entered into any of the Security Documents and/or exercised any of its rights,
powers and discretions thereby conferred and/or performed any of its
obligations thereunder and/or been involved in any of the transactions
contemplated by the Security Documents.  12Unlawfulness and increased costs  12.1Unlawfulness  If it is or becomes contrary to any law or regulation for any
Lender to contribute to the Advance or to maintain its Commitment or fund its
Contribution, such Lender shall promptly, through the Agent, give notice to the
Borrower whereupon (a) such Lenders Commitment shall be reduced to zero
and (b) the Borrower shall be obliged to prepay the Contribution of such
Lender either (i) forthwith or (ii) on a future specified date not
being earlier than the latest date permitted by the relevant law or regulation
together with interest and commitment commission accrued to the date of
prepayment and all other sums payable by the Borrower to such Lender under this
Agreement.  12.2        Increased
costs  This clause 12.2 applies if the Agent notifies the Borrower
that a Lender or Lenders considers (each a Notifying
Lender) that as a result of:  12.2.1the 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 a Lenders overall net
income); or  51


12.2.2the 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 a Lender allocates
capital resources to its obligations under this Agreement including, without limitation,
the implementation of any regulations which may replace, amend and/or
supplement those set out in the Basel 2 Accord which is introduced, or altered,
or the interpretation or application of which is altered, after the date of
this Agreement,  a Notifying Lender (or a parent company of it) has incurred
or will incur an increased cost, that is to say:  (a)an additional or increased cost incurred as a result of, or in
connection with, a Lender having entered into, or being a party to, this Agreement,
of funding or maintaining the Loan or performing its obligations under this
Agreement, or of having outstanding all or any part of the Loan or other unpaid
sums; or  (b)a reduction in the amount of any payment to a Lender under this
Agreement or in the effective return which such a payment represents to a
Lender or on its capital;  (c)an additional or increased cost of funding all or maintaining all or
any of the advances comprised in a class of advances formed by or including the
Loan or (as the case may require) the proportion of that cost attributable to
the Loan; or  (d)a liability to make a payment, or a return foregone, which is
calculated by reference to any amounts received or receivable by a Lender under
this Agreement,  but not an item attributable to a change
in the rate of tax on the overall net income of a Lender (or a parent company
of it) or an item covered by the indemnity in clause 5.2.  For the purposes of this clause 12.2, a
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.  12.2.3Payment
of increased costs.The Borrower
shall pay to a Lender, on that Lenders demand, the amounts which that Lender
from time to time notifies the Borrower that is necessary to compensate it for
the increased cost.  12.2.4Notice of
prepayment.If the Borrower is not willing
to continue to compensate a Lender for the increased cost under this clause
12.2, the Borrower may give that Lender not less than 15 days notice of its
intention to prepay the Loan at the end of an Interest Period.  12.2.5Prepayment;
termination of Commitment.A notice under
clause 12.2.4 shall be irrevocable; and on the date specified in the Borrowers
notice of intended prepayment, the Borrower shall prepay (without premium or
penalty) the Loan together with accrued interest thereon at the applicable rate
plus the Margin.  52


12.2.6
  Application of prepayment.Clause 13.1 shall apply in relation to
  the prepayment.12.3
  ExceptionNothing
  in clause 12.2 shall entitle any Lender to receive any amount in respect
  of compensation for any such liability to Taxes, increased or additional
  cost, reduction, payment, foregone return or loss (a) to the extent that
  the same is taken into account in calculating the additional cost or
  (b) to the extent that the same is the subject of an additional payment
  under clause 6.8.12.4
  MitigationIf
  circumstances arise which would, or would upon the giving of notice, result
  in:12.4.1
  the
  Borrower being required to make an increased payment to a Lender pursuant to
  clause 6.8; or12.4.2
  the
  reduction of the Commitment of a Lender to zero or the Borrower being
  required to prepay any Lenders Contribution pursuant to clause 12.1; or12.4.3
  the
  Borrower being required to make a payment to a Lender to compensate such
  Lender or its holding company for a liability to Taxes, increased or
  additional cost, reduction, payment, foregone return or loss pursuant to
  clause 12.2,then, without in any way limiting,
  reducing or otherwise qualifying the obligations of the Borrower under
  clauses 6.8, 12.1 and 12.2, the Agent and the relevant Lender shall meet
  together and with the Borrower to discuss in good faith (but without
  obligation) what steps may be open to the relevant Lender (or, as the case
  may be, its holding company) to mitigate or remove such circumstances. If the
  relevant Lender and the Borrower are unable to agree such steps within thirty
  (30) days (or such longer period as they may agree) of the notice referred to
  in this clause 12.4 having been given, then the Borrower shall (save where
  they are already obliged to make a prepayment under clause 12.1) be entitled
  to notify such Lender of their intention to prepay such Lenders
  Contribution. The Borrower shall make such prepayment within thirty (30) days
  of such notification and shall simultaneously pay to such Lender any expense
  which such Lender certifies as sustained or incurred by it as a consequence
  of such prepayment including any loss or expense sustained or incurred by
  such Lender in liquidating or re employing deposits from third parties
  acquired to effect or maintain its Contribution. Upon receipt of the
  Borrowers notice of prepayment the Commitments of the relevant Lender shall
  be reduced to zero.  53


13
  Security and set off13.1
  Application of moneysIf either:13.1.1
  on
  any date on which a payment is due to be made by the Borrower under this
  Agreement, the amount received by the Agent from the Borrower falls short of
  the total amount of the payment due to be made by the Borrower on such date;
  or13.1.2
  the
  Agent, the Security Trustee and/or the Lenders receive moneys under or
  pursuant to any of the Security Documents that are expressed to be applicable
  in accordance with the provisions of this clause 13.1,then,
  without prejudice to any rights or remedies available to the Agent, the
  Security Trustee and the Lenders under the Security Documents, such amount,
  if received by the Lenders shall be paid to the Agent, and shall be applied
  by the Agent in the following manner:13.1.3
  first,
  in or towards payment, on a pari passu basis, of all unpaid fees,
  commissions, costs and expenses which may be owing to any of the Finance
  Parties under any of the Security Documents;13.1.4
  secondly,
  in or towards payment, on a pari passu basis, of any arrears of interest
  which has become due but remains unpaid and any scheduled payments owing to
  any of the Swap Banks under the Qualifying Swaps which have become due
  but remain unpaid;13.1.5
  thirdly
  in or towards repayment of the Loan and in or towards payment to the Swap
  Banks of any other sums owing to the Swap Banks under the Master Agreements
  on a pari passu basis;13.1.6
  fourthly
  in or towards payment to any Lender for any loss suffered by reason of any
  payment in respect of principal relating to the Loan not being effected when
  due;13.1.7
  fifthly,
  in or towards payment to any Finance Party of any other sums (including
  indemnity amounts) which have become due but remain unpaid under any of the
  Security Documents; and13.1.8
  sixthly,
  the surplus (if any) shall be paid to the Borrower or to whomsoever else may
  be entitled to receive such surplus.13.2
  Set-offThe Borrower
  authorises each Lender (without prejudice to any of the Lenders rights at
  law, in equity or otherwise), at any time and without notice to the Borrower,
  to apply any credit balance to which the Borrower is then entitled standing
  upon any account of the Borrower with any branch of such Lender in or towards
  satisfaction of any sum due and payable from the Borrower to such Lender
  under any of the Security Documents. For this purpose, each Lender is
  authorised to purchase with the moneys standing to the credit of such account
  such other currencies as may be necessary to effect such application. No
  Lender shall be obliged to exercise any right given to it by this clause
  13.2. Each Lender shall notify the Agent and the  54


Borrower
  forthwith upon the exercise or purported exercise of any right of set off
  giving full details in relation thereto and the Agent shall inform the other
  Lenders.14
  Assignment, transfer and lending office14.1
  Benefit and burdenThis
  Agreement shall be binding upon, and enure for the benefit of, the Finance
  Parties and the Borrower and their respective successors.14.2
  No assignment by BorrowerThe
  Borrower may not assign or transfer any of its rights or obligations under
  this Agreement without the prior consent of the Agent (given with the
  authorisation of all the Lenders).14.3
  Assignments and transfers by Lenders14.3.1
  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 Substitution Certificate)
  executed by the Transferor Lender and the Transferee Lender.14.3.2
  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.14.3.3
  A transferpursuant to this
  clause 14.3 shall:(a)
  require the priorwritten
  the consent of the Agent;(b)
  be effectedwithout the consent
  of, but with notice to, the Borrower:(i)
  following the occurrence of an Event of Default;(ii)
  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  55


(c)
  require the consent of the Borrower (such consent not to
  be unreasonably withheld or delayed) in all other circumstances.14.4
  Reliance on Substitution Certificate14.4.1
  The
  Agent shall be entitled to rely on any Substitution Certificate believed by
  it to be genuine and correct and to have been presented or signed by the
  persons by whom it purports to have been presented or signed, and shall not
  be liable to any of the parties to this Agreement and the Security Documents
  for the consequences of such reliance.14.4.2
  The
  Agent shall at all times during the continuation of this Agreement maintain a
  register in which it shall record the name, Commitments, Contributions and
  administrative details (including the lending office) from time to time of
  the Lenders holding a Substitution Certificate and the date at which the
  transfer referred to in such Substitution Certificate held by each Lender was
  transferred to such Lender, and the Agent shall make the said register
  available for inspection by any Lender and the Borrower during normal banking
  hours upon receipt by the Agent of reasonable prior notice requesting the
  Agent to do so.14.4.3
  The
  entries on the said register shall, in the absence of manifest error, be
  conclusive in determining the identities of the Commitments, the
  Contributions and the Substitution Certificates held by the Lenders from time
  to time and the principal amounts of such Substitution Certificates and may
  be relied upon by the Agent and the other Security Parties for all purposes
  in connection with this Agreement and the other Security Documents.14.5
  Fees and expensesIf
  any Lender assigns or transfers of all or any part of its rights, benefits
  and/or obligations under the Security Documents, the assignee/transferee
  shall pay to the Agent on demand a fee of one thousand five hundred Dollars
  ($1,500) (for the account of the Agent) together with all costs, fees and
  expenses (including, but not limited to, legal fees and expenses), and all
  value added tax thereon, verified by the Agent as having been incurred by it
  in connection with such assignment or transfer.14.6
  Documenting assignments and transfersIf any Lender transfers all or any part
  of its rights, benefits and/or obligations as provided in clause 14.3 the
  Borrower undertakes, immediately on being requested to do so by the Agent and
  at the cost of the Existing Lender, to provide to each New Lender (or
  prospective New Lender) such know your customer documentation as the New
  Lender may request, to enter into, and procure that the other Security
  Parties shall enter into, such documents as may be necessary or desirable to
  transfer to the New Lender all or the relevant part of such Lenders interest
  in the Security Documents and all relevant references in this Agreement to
  such Lender  56


shall
  thereafter be construed as a reference to the Existing Lender and/or its New
  Lender (as the case may be) to the extent of their respective interests.14.7
  Sub-participationA
  Lender may sub-participate all or any part of its rights and/or obligations
  under the Security Documents without the consent of, or notice to, the
  Borrower but subject to the prior written consent of the Agent.14.8
  Lending officesEach
  Lender shall lend through its office at the address specified in schedule 1
  or, as the case may be, in any relevant Substitution Certificate or through
  any other office of such Lender selected from time to time by such Lender
  through which such Lender wishes to lend for the purposes of this Agreement (Lending Office). If the office through
  which a Lender is lending is changed pursuant to this clause 14.8, such
  Lender shall notify the Agent no later than five (5) Banking Days prior
  to such change in the form set forth in schedule 7 which notice shall include
  the details of any consequent change in its account for payments. Such notice
  shall be in the original and shall be signed by a duly authorised officer of
  the relevant Lender and the Agent shall notify the Borrower.14.9
  Disclosure of informationAny
  Lender may disclose to a prospective transferee or to any other person who
  may propose entering into contractual relations with such Lender in relation
  to this Agreement such information about the Borrower as such Lender shall
  consider appropriate.14.10
  Increased costsIf (i) a
  Existing Lender transfers part or all of its rights, benefits and obligations
  under this Agreement pursuant to clause 14.3 or a Lender changes its Lending
  Office pursuant to clause 14.8 and (ii) as a result of circumstances
  existing at the date such transfer or change occurs, the Borrower would be
  obliged to make payment under clause 6.7 or 12.2 to the New Lender or the
  Lender that has changed its Lending Office, that New Lender or Lender shall
  only be entitled to receive payment under clause 6.7 or 12.2 to the same
  extent as the Existing Lender or Lender acting through its previous Lending
  Office would have been if the novation or change had not occurred. The
  limitations on the New Lender or on a Lender that has changed is Lending
  Office in this clause 14.10 shall not apply where the transfer to the New
  Lender or change in Lending Office was made at the request of the Borrower or
  where the increased payment results from a change in law after the date of
  the transfer or change in question.  57


15
  Agent and Security Trustee15.1
  Appointment of the AgentThe
  terms and basis on which the Agent has been appointed by the Lenders as Agent
  are set out in the Trust and Agency Agreement including, amongst other
  things, the manner in which any decision to exercise any right, powers,
  discretion or authority or to carry out any duty are to be made between the
  Lenders and the Agent.15.2
  Appointment of the Security TrusteeThe
  terms and basis on which the Security Trustee has been appointed by the
  Lenders as security trustee are set out in the Trust and Agency Agreement
  including, amongst other things the manner in which any decision to exercise
  any right, power, discretion or authority to carry out any duty are to be
  made between the Lenders and the Security Trustee.16
  Notices and other matters16.1
  NoticesEvery
  notice, request, demand or other communication under this Agreement or
  (unless otherwise provided therein) under any of the other Security Documents
  shall:16.1.1
  be in
  writing, delivered personally or by first class prepaid letter (airmail if
  available) or telefax and, in the case of notification of rates of interest
  by the Agent or in the case of the delivery of any document by the Agent, the
  Agent may refer the relevant party or parties (by fax or letter) to a web
  site and to the location of the relevant information on such web site in
  discharge of such notification or delivery obligation;16.1.2
  be
  deemed to have been received, subject as otherwise provided in the relevant
  Security Document:(a)
  in
  the case of a letter, when delivered personally or seven (7) days after
  it has been put into the post;(b)
  in
  the case of a telefax, when a complete and legible copy is received by the
  addressee (unless the date of despatch is not a Banking Day in the country of
  the addressee or, if the time of despatch is after the close of business in
  the country of the addressee, it shall be deemed to have been received at the
  opening of business on the next such Banking Day); and(c)
  where
  reference in such notice, request, demand or other communication is made to a
  web site, when the delivery of the letter or telefax referring to the
  addressee to such  58


web
  site is deemed to have been received pursuant to the other provisions of this
  clause 16.1,provided
  that any notice, request, demand or communication which is to be sent, made
  or delivered to the Agent will be effective only when actually received by
  the Agent and then only if it is expressly marked for the attention of the
  department or the individual specified in clause 16.1.3 or any other
  individual that the Agent shall specify pursuant to such clause 16.1.3; and16.1.3
  be
  sent:(a)
  to
  the Borrower at:c/o
  Danaos Shipping Co. Ltd.14,
  Akti Kondyli,GR-185
  45 Piraeus, GreeceFax:
  +30
  210 42 20 855Attention:
  Legal
  Department(b)
  to
  each Lender at its address or telefax number specified in Schedule 1 or in
  any relevant Substitution Certificate;(c)
  to
  the Agent at:Coolsingel
  933012
  AE RotterdamNetherlandsFax
  no:
  +31-10-401-5937Attn:
  Dingeman
  de Baan / Mark Meijer(d)
  to
  the Security Trustee at:Coolsingel
  933012
  AE RotterdamNetherlandsFax
  no:
  +31-10-401-5937Attn:
  Dingeman
  de Baan / Mark Meijeror to
  such other address and/or number as is notified by the relevant party to the
  other parties to this Agreement by not less than five (5) Banking Days
  written notice.  59


16.2
  Notices through the AgentEvery
  notice, request, demand or other communication under this Agreement to be
  given by any Security Party to any other party shall be given to the Agent
  specified in this Agreement for onward transmission as appropriate and to be
  given to any Security Party shall (except as otherwise provided in this
  Agreement) be given by the Agent. Promptly upon receipt of notification of an
  address or fax number or change of address or fax number pursuant to clause
  16.1.3 or changing its own address or fax number, the Agent shall notify the
  other relevant parties.16.3
  No implied waivers, remedies cumulativeNo
  failure or delay on the part of the Agent, the Security Trustee, the Lead
  Arranger, either of the Co-Arrangers, the Lenders or any of them to exercise
  any power, right or remedy under any of the Security Documents shall operate
  as a waiver thereof, nor shall any single or partial exercise by the Agent, the
  Security Trustee, the Lead Arranger, either Co-Arranger, the Lenders or any
  of them of any power, right or remedy preclude any other or further exercise
  thereof or the exercise of any other power, right or remedy. The remedies
  provided in the Security Documents are cumulative and are not exclusive of
  any remedies provided by law.16.4
  English languageAll
  certificates, instruments and other documents to be delivered under or
  supplied in connection with any of the Security Documents shall be in the
  English language or shall be accompanied by a certified English translation
  upon which the Agent, the Security Trustee, the Lead Arranger, both
  Co-Arrangers and the Lenders shall be entitled to rely.16.5
  CounterpartsThis
  Agreement may be executed in any number of original counterparts and by
  facsimile provided that original signed copies are provided within a
  reasonable period of time thereafter. All such counterparts shall, once
  executed, constitute a single document.16.6
  Further assuranceThe Borrower
  undertakes that the Security Documents shall both at the date of execution
  and delivery thereof and so long as any moneys are owing under any of the
  Security Documents be valid and binding obligations of the respective parties
  thereto and rights of each Lender enforceable in accordance with their
  respective terms and that they will, at their expense, execute, sign, perfect
  and do, and will procure the execution, signing, perfecting and doing by each
  of the other Security Parties of, any and every such further assurance,
  document, act or thing as in the reasonable opinion of the Majority Lender
  may be necessary or desirable for perfecting the security contemplated or
  constituted by the Security Documents.  60


16.7
  ConflictsIn
  the event of any conflict between this Agreement and any of the other
  Security Documents, the provisions of this Agreement shall prevail.17
  Governing law and jurisdiction17.1
  LawThis
  Agreement is governed by, and shall be construed in accordance with, English
  law.17.2
  Submission to jurisdictionThe
  parties to this Agreement agree for the benefit of the Finance Parties that:17.2.1
  if
  any party has any claim against any other arising out of or in connection
  with this Agreement such claim shall (subject to clause 17.2.3) be referred
  to the High Court of Justice in England, to the jurisdiction of which each of
  the parties irrevocably submits;17.2.2
  the
  jurisdiction of the High Court of Justice in England over any such claim
  against any Finance Party shall be an exclusive jurisdiction and no courts
  outside England shall have jurisdiction to hear or determine any such claim;
  and17.2.3
  nothing
  in this clause 17.2 shall limit the right of a Finance Party to refer any
  such claim against the Borrower to any other court of competent jurisdiction
  outside England, to the jurisdiction of which the Borrower hereby irrevocably
  agrees to submit, nor shall the taking of proceedings by a Finance Party
  before the courts in one or more jurisdictions preclude the taking of
  proceedings in any other jurisdiction whether concurrently or not.The
  parties further agree that only the Courts of England and not those of any
  other State shall have jurisdiction to determine any claim which the Borrower
  may have against any of the Finance Parties arising out of or in connection
  with this Agreement.17.3
  Agent for service of processThe
  Borrower irrevocably designates, appoints and empowers Danaos Management
  Consultants of 4 Staple Inn, Holborn, London WC1V 7QU, England to receive for
  it and on its behalf service of process issued out of the High Court of
  Justice in England in relation to any claim arising out of or in connection
  with this Agreement.17.4
  Waiver of immunityThe Borrower
  irrevocably and unconditionally:  61


(a)
  agrees
  not to claim immunity from proceedings brought by any Finance Party against
  it in relation to any of the Security Documents and to ensure that no such
  claim is made on its behalf;(b)
  consents
  generally to the giving of any relief or the issue of any process in
  connection with any request for relief; and(c)
  waives
  all rights of immunity in respect of itself or its assets.17.5
  Contracts (Rights of Third Parties) Act 1999No
  term of this Agreement is enforceable under the Contracts (Rights of Third
  Parties) Act 1999 by a person who is not a party to this Agreement.IN WITNESSwhereof the parties to this Agreement
  have caused this Agreement to be duly executed on the date first above
  written.  62


Schedule 1  Initial
Commitments  Name
  
  Address and fax number
  
  CommitmentFortis Bank
  (Nederland) N.V.
  
  Lending Office
  
  $126,600,000Coolsingel
  93
  
  (subject to clause2.1.2)P.O. Box
  7493000
  AS RotterdamThe
  NetherlandsAddress for NoticesCoolsingel
  93P.O. Box
  7493000
  AS RotterdamThe
  NetherlandsFax:
  +31-10-401-5937Attn:
  Dingeman
  de Baan / Mark MeijerAccount for Payments (but not payments under any Qualifying Swap or
  Master Agreement)Bank: ABN AMRO
  Bank N.V., New York branchSwift address:
  ABNAUS33Account name:
  Fortis Bank (Nederland) N.V., RotterdamSwift address:
  FTSBNL2RReference:
  For further credit / Acc. 25.11.89.694 / DanaosLloyds TSB Bank
  plc
  
  Lending Office
  
  $87,160,747.6610
  Gresham Street
  
  (subject to clause2.1.2)London
  EC2V 7EA  63


Name
  
  Address and fax number
  
  CommitmentUnited KingdomAddress for Notices10
  Gresham StreetLondon
  EC2V 7EAUnited KingdomFax:
  +44
  20 7158 3271Attn:
  Head
  of Loans ManagementAccount for Payments (but not payments under any Qualifying Swap or
  Master Agreement)Account
  name:
  Lloyds
  TSB Bank plc,Loans
  AdministrationBank:
  Bank
  of New York, New YorkReference
  Account
  890-0047-003Account
  reference:
  Danaos
   USD256.8m FacilitySWIFT:
  IRVTUS3NNational Bank
  of Greece S.A.
  Lending Office
  
  $39,439,252.342
  Bouboulinas Street & Akti Miaouli
  
  (subject to clause2.1.2)185
  38 PiraeusGreeceAddress for Notices2
  Bouboulinas Street & Akti Miaouli185
  38 PiraeusGreeceFax:
  +30
  210 41 44 120  64


Name
  
  Address and fax number
  
  CommitmentAttn:
  Mr KatsikogiannisAccount for Payments (but not payments under any Qualifying Swap or
  Master Agreement)Bank:
  Bank of New York, New YorkReference Account:
  803-3139-005SWIFT:
  IRVTUS3N  65


Schedule 2  Form of
Compliance Certificate  To:
  Fortis
  Bank (Nederland) N.V.Coolsingel 93P.O. Box 7493000 AS RotterdamThe NetherlandsFrom:
  Danaos
  Corporation (the Company)  Dated:
[·]  $253,200,000
Loan Agreement dated [·] July 2008
relating to the m.v.
YM Seattle, m.v. YM Vancouver, m.v. YM Colombo and m.v. YM Singapore (theLoan Agreement)  Terms
defined in the Loan Agreement shall have the same meaning when used herein.  We, [·] and [·], each being a director of the Company,
refer to clauses 8.2 and 8.3 of the Loan Agreement and hereby certify that, as
at [insert date of accounts of the Borrower] and on the date hereof:  1
  Financial Covenants(a)
  the Security Value is not less than the Security
  Requirement;(b)
  the ratio of Total Liabilities (after deducting
  all Cash and Cash Equivalent) to Market Value Adjusted Total Assets (after
  deducting all Cash and Cash Equivalents) does not exceed 0.75:1;(c)
  the aggregate of all Cash and Cash Equivalents is
  not less than $30,000,000;(d)
  the Interest Coverage Ratio is not less than
  2.5:1; [and](e)
  the Market Value Adjusted Net Worth of the
  Borrower is not less than the higher of $250,000,000[.] [;and](f)
  [in respect of Compliance Certificates issued after
  31 March 2010 only:]the Borrower is maintaining in the Borrower Account a cash deposit of at
  least $6,000,000.]  66


2
  Default[No Default has occurred which is
  continuing] or [The following Default has occurred which is continuing: [provide details of Default]. [The
  following steps are being taken to remedy it: [provide details of steps being taken to remedy Default]].   Signed:[Authorised
  Signatory]
  
  [Authorised
  Signatory]  67


Schedule 3  Form of Drawdown
Notice  To:
  Fortis
  Bank (Nederland) N.V.Coolsingel
  93P.O. Box
  7493000
  AS RotterdamThe
  Netherlands  [Date]  $253,200,000
Loan Agreement dated [·] July 2008
relating to the m.v.
YM Seattle, m.v. YM Vancouver, m.v. YM Colombo and m.v. YM Singapore (theLoan Agreement)  We
refer to the Loan Agreement and hereby give you notice that:  (1)On [insert proposed Drawdown
Date] we wish to draw down the single permitted Advance of $[·] to be paid to [insert name
of account] with [insert details of bank].  (2)The first Interest Period for
the Loan will be of [one][three][six][nine][twelve] months duration.  We
confirm that:  (a)no event or circumstance has occurred which is
continuing which constitutes a Default;  (b)the representations and warranties contained in
clauses 7.1 and 7.2 of the Loan Agreement are true and correct at the date
hereof as if made with respect to the facts and circumstances existing at such
date; and  (c)the borrowing to be effected by the drawdown of such Advance
will be within our corporate powers, has been validly authorised by appropriate
corporate action and will not cause any limit on our borrowings (whether
imposed by statute, regulation, agreement or otherwise) to be exceeded.  Words
and expressions defined in the Loan Agreement shall have the same meanings
where used herein.  68


For
  and on behalf ofDANAOS CORPORATION  69


Schedule 4  Documents and
evidence required as conditions precedent  (referred to in
clause 9)  Part 1  Documents
and evidence required as conditions precedent to the issuance of any Drawdown
Notice  1.Constitutional documents  copies,
certified by a duly authorised signatory of each Security Party as true,
complete and up to date copies of (i) all documents which contain or
establish or relate to the constitution of such Security Party and (ii) evidence
it is in good standing under the laws of its incorporation;  2.Corporate authorisations -  Security Parties  in respect of
each Security Party, copies of resolutions of (i) the directors of it
approving each of the Transaction Documents to which it is to be a party, and
each authorising the signature, delivery and performance of its obligations
thereunder, certified by a duly authorised signatory of it as:  (i)being true and correct;  (ii)being duly passed at meeting
of its directors duly convened and held;  (iii)not having been amended, modified or
revoked; and  (iv)being in full force and effect,  together with
originals or certified copies of any powers of attorney issued by it pursuant
to such resolutions;  3.Shareholders authorisations - Owners  in respect of each Owner, copies of resolutions of its shareholders,
approving the Transaction Documents to which it is to be a party and
authorising the signature, delivery and performance of its obligations
thereunder, certified by a duly authorised signatory of its shareholder as:  (i)being true and correct;  (ii)being duly passed at meeting
of its shareholders duly convened and held;  (iii)not having been amended, modified or
revoked; and  70


(iv)being in full force and effect,  together with
originals or certified copies of any powers of attorney issued by its
shareholder pursuant to such resolutions;  4.Incumbency certificate  an original
certificate signed by a duly authorised signatory of each Security Party no
earlier than five (5) Banking Days prior to the date of this Agreement
certifying the names of the officers and directors of such Security Party and
attaching copies of the signatures of the persons who have been authorised on
behalf of it to sign such of the Transaction Documents to which it is, or is to
be, party and to give notices and communications, including (in respect of the
Borrower) notices of drawing under or in connection with the Security
Documents;  5.Process agent appointments  a copy,
certified as a true copy by a duly authorised signatory of each Security Party
or other person acceptable to the Agent of a letter from such Security Partys
agent for receipt of service of proceedings referred to in clause 18.3
accepting its appointment under each of the other Security Documents in which
it is or is to be appointed as such Security Partys agent and confirming that
its appointment has become effective;  6.Security
Documents  (i)a
signed original of this Agreement  (ii)each
of the other Security Documents (other than those referred to in Part 2
paragraph 7 below), and any notices relating thereto;  7.Charters and Management Agreements  a copy,
certified as a true and complete copy by a duly authorised signatory of each
Owner, of the Charters and the Management Agreements;  8.Legal
opinions:  (i)a legal opinion of Norton Rose
LLP with respect to matters of English law;  (ii)a legal opinion of Watson,
Farley & Williams LLP, New York with respect to matters of Marshall
Islands law;  (iii)a legal opinion of Watson, Farley &
Williams LLP with respect to matters of Liberian law;  (iv)a legal opinion of Montanios &
Montanios with respect to matters of Cyprus law;  71


9.Fees  evidence that
the fees and expenses due to any Finance Party under the Security Documents
have been paid in full;  10.Audited
Financial Statements  a certified
copy of the Original Accounts;  11.Accounts  evidence that
the Accounts have been opened and that each Account has the sum of one Dollar
($1) credited to such account;  12.Know Your
Customer  all know your
customer documentation reasonably required by each Finance Party in respect of
each Security Party; and  13.Corporate Structure  evidence as to
the corporate structure of the Borrower and its Subsidiaries.  72


Part 2  Documents and evidence as
required as conditions precedent on or prior to the Drawdown Date  In respect of
each Ship:  1.Conditions
precedent  evidence
reasonably acceptable to the Agent that the conditions precedent set out in Part 1
of schedule 5 have been, or as the case may be, remain fully, satisfied;  2.DOC  a certified true copy of the DOC of the Operator;  3.Insurance
opinion  an opinion from
such insurance consultants to the Agent as the Agent may require on the
Insurances required to be effected in respect of each Ship under the Guarantee
and/or any other Security Documents relating to each Ship;  4.Insurance  evidence
reasonably acceptable to the Agent from each of the Owners that the Ships will
on the Drawdown Date, be insured in accordance with the provisions of the
Security Documents and all requirements of the Security Documents in respect of
such insurance have been complied with (including without limitation,
confirmation from the protection and indemnity association or other insurer
with which the Ships is, or is to be, entered for insurance or insured against
protection and indemnity risks (including oil pollution risks) that any
necessary declarations required by the association or insurer for the removal
of any oil pollution exclusion have been made and that any such exclusion does
not apply to the Ships);  5.Valuation  a valuation of
the Ships made in accordance with clause 8.2.2;  6.Registration  evidence that each Ship is registered in the name of
the Owner under the laws and flag of the relevant Flag State and is free of
Encumbrances other than the Mortgage;  73


7.Classification  evidence that each Ship maintains classification free of all overdue
recommendations and conditions affecting class;  8.Execution
and registration of documents  (a)signed originals of the Security Deed and all
notices of assignment required under such Security Deed (including, for the
avoidance of doubt, the Charter Notice and Assignment);  (b)a signed
original of the Mortgage from each Owner together in each case with evidence
that on the Drawdown Date it will be registered against the relevant Ship under
the laws and flag of the relevant Flag State; and  (c)a signed
original of each Managers Undertaking;  9.Legal
opinions:  a legal opinion
of Watson, Farley & Williams LLP, New York with respect to matters of
Marshall Islands law;  10.SMC  a certified
true copy of the SMC for each Ship;  11.ISPS Code  certified true
copies of all certificates required by the Owners and the Ships under the ISPS
Code;  12.Old Loan  evidence that the loan previously made to the Owners
(which was secured on the Ships) has been prepaid or repaid in full;  13.No
Total Lossorsale  none of the Ships has been sold or become a
Total Loss and no incident has occurred which the Agent considers may result in
a Ship becoming a Total Loss.  74


Schedule 5  Form of
Substitution Certificate  (referred
to in clause 15)  SUBSTITUTION
CERTIFICATE  Lenders are advised not to employ
Substitution Certificates or otherwise to assign or transfer interests in the
Loan Agreement without further ensuring that the transaction complies with all
applicable laws and regulations, including the Financial Services Act 1986 and
regulations made thereunder and similar statutes which may be in force in other
jurisdictions  To:Fortis Bank (Nederland) N.V.
as agent on its own behalf and on behalf of the Borrower and the Lenders
defined in the Loan Agreement referred to below.  Attention:      Loan Administration - [                                  ]  [Date]  This
certificate (Substitution Certificate) relates
to a loan agreement dated [·] July 2008 (the Loan Agreement) and made between (1) Danaos Corporation as
borrower (the Borrower), (2) Fortis Bank
(Nederland) N.V. as Lead Arranger, (3) Lloyds TSB Bank plc and National
Bank of Greece S.A. as Co-Arrangers, (4) the banks and financial
institutions as defined therein (together the Lenders),
(5) Fortis Bank (Nederland) N.V. as Agent, and (6) Fortis Bank (Nederland)
N.V. as Security Trustee; and (7) Fortis Bank (Nederland) N.V., Lloyds TSB
Bank plc and National Bank of Greece S.A. as Swap Banks for a loan of up to
$253,200,000.  Terms defined in the Loan Agreement
shall, unless otherwise defined herein, have the same meanings herein as
therein.  In this
Certificate:  the Existing Lender means [full name] of [lending office]; and  the New Lender means [full name] of [lending office].  1The Existing Lender with full
title guarantee assigns to the New Lender absolutely all rights and interests
(present, future or contingent) which the Existing Lender has as a Lender under
or by virtue of the Loan Agreement and the Trust and Agency Agreement and all
the Security Documents (save, for the avoidance of doubt, any Qualifying Swaps
and any Master Agreements) in relation to [  
] per cent. ([   ]%) of the
Contribution of the Existing Lender (or its predecessors in title) details of
which are set out below:  75


Date of
  Advances
  
  Amount of Advances
  
  Existing
  Lenders
  Contribution
  to Advances
  
  Maturity Date  2By virtue of this Substitution
Certificate and clause 14.3 of the Loan Agreement, the Existing Lender is
discharged [entirely from its Commitment which amounts to
$[          ]] [from [   ] per cent. ([   ]%) of its Commitment, which percentage
represents $[         ]].]  3The New Lender hereby requests
the Borrower, the Agent, the Security Trustee and the Lenders to accept the
executed copies of this Substitution Certificate as being delivered pursuant to
and for the purposes of clause 14.3 of the Loan Agreement so as to take
effect in accordance with the terms thereof on date of transfer.  4The New Lender:  (a)confirms that it has received
a copy of the Loan Agreement, the Trust and Agency Agreement and the other
Security Documents (save for any Qualifying Swaps and any Master Agreement)
together with such other documents and information as it has required in
connection with the transaction contemplated thereby;  (b)confirms that it has not
relied and will not hereafter rely on the Existing Lender or the Agent to check
or enquire on its behalf into the legality, validity, effectiveness, adequacy,
accuracy or completeness of the Loan Agreement, the Trust and Agency Agreement,
any of the Security Documents (save for any Qualifying Swap and any Master
Agreement) or any such documents or information;  (c)confirms that it has not
relied and will not rely on the Existing Lender, the Agent or the Lenders to
assess or keep under review on its behalf the financial condition,
creditworthiness, condition, affairs, status or nature of the Borrower or any
other Security Party (save as otherwise expressly provided therein);  76


(d)warrants that it has power and
authority to become a party to the Loan Agreement and the Trust and Agency
Agreement and has taken all necessary action to authorise execution of this
Substitution Certificate and to obtain all necessary approvals and consents to
the assumption of its obligations under the Loan Agreement, the Trust and
Agency Agreement and the other Security Documents (save, for the avoidance of
doubt, any Qualifying Swaps and any Master Agreements);  (e)acknowledges and accepts the
provisions of paragraph 4(d) above; and  (f)appoints the Agent to act as
its agent as provided in the Loan Agreement and the other Security Documents
(save, for the avoidance of doubt, any Qualifying Swaps and any Master
Agreements) and agrees to be bound by the terms of the Loan Agreement.  5The Existing Lender:  (a)warrants to the New Lender
that it has full power to enter into this Substitution Certificate and has
taken all corporate action necessary to authorise it to do so;  (b)warrants to the New Lender
that this Substitution Certificate is binding on the Existing Lender under the
laws of England, the country in which the Existing Lender is incorporated and
the country in which its lending office is located; and  (c)agrees that it will, at its
own expense, execute any documents which the New Lender reasonably requests for
perfecting in any relevant jurisdiction the New Lenders title under this
Substitution Certificate or for a similar purpose.  6The New Lender hereby
undertakes with the Existing Lender and each of the other parties to the Loan
Agreement and the other Security Documents that it will perform in accordance
with its terms all those obligations which by the terms of the Loan Agreement,
the Trust and Agency Agreement and the other Security Documents will be assumed
by it after delivery of the executed copies of this Substitution Certificate to
the Agent and satisfaction of the conditions (if any) subject to which this
Substitution Certificate is expressed to take effect.  7By execution of this
Substitution Certificate on their behalf by the Agent and in reliance upon the
representations and warranties of the New Lender, the Borrower and the Finance
Parties accept the New Lender as a party to the Loan Agreement and the other
Security Documents with respect to all those rights and/or obligations which by
the terms of the Loan Agreement and the Security Documents will be assumed by
the New Lender (including those about pro-rata sharing and the exclusion of
liability on the part of, and the indemnification of, the Agent as provided by
the relevant Security Documents) after delivery of the executed copies of this
Substitution Certificate to the Agent and satisfaction of the conditions (if
any) subject to which this Substitution Certificate is expressed to take
effect.  77


8None of the Existing Lender or
the other Finance Parties:  (a)makes any representation or
warranty nor assumes any responsibility with respect to the legality, validity,
effectiveness, adequacy or enforceability of the Loan Agreement or any of the
Security Documents or any document relating thereto; or  (b)assumes any responsibility for
the financial condition of the Borrower or any other Security Party or any
party to any such other document or for the performance and observance by the
Borrower or any other Security Party or any party to any such other document
(save as otherwise expressly provided therein) and any and all such conditions
and warranties, whether express or implied by law or otherwise, are hereby
excluded (except as aforesaid).  9The Existing Lender and the
New Lender each undertake that they will on demand fully indemnify the Agent in
respect of any claim, proceeding, liability or expense which relates to or
results from this Substitution Certificate or any matter concerned with or
arising out of it unless caused by the Agents gross negligence or wilful
misconduct, as the case may be.  10The agreements and
undertakings of the New Lender in this Substitution Certificate are given to
and for the benefit of and made with each of the other parties to the Loan
Agreement and the other Security Documents.  11This Substitution Certificate
is governed by, and shall be construed in accordance with, English law.  Existing
  Lender
  New
  LenderBy:
  By:Dated:
  Dated:   Agent  FORTIS
BANK (NEDERLAND) N.V.  Agreed for and on behalf of itself as
Agent, the Security Trustee, the Borrower, the Lead Arranger, the Co-Arrangers
and the Lenders  By:  Dated:  78


Note: The execution of this Substitution Certificate alone may
not transfer a proportionate share of the Existing Lenders interest in the
security constituted by the Security Documents in the Existing Lenders or New
Lenders jurisdiction.  It is the
responsibility of the New Lender to ascertain whether any other documents are
required to perfect a transfer of such a share in the Existing Lenders interest
in such security in any such jurisdiction and, if so, to seek appropriate
advice and arrange for execution of the same.  79


The
Schedule  Outstanding
Contribution: $[·] Commitment:
$[·] Portion
Transferred: [·]%  Administrative
Details of Transferee  Name of
New Lender: [·] Lending
Office: [·]  Contact
Person (Loan Administration Department): [·] Telephone:
[·] Telefax
No: [·]  Contact
Person (Credit Administration Department): [·] Telephone:
[·] Telefax
No: [·]  Account
for payments: [·]  80


Schedule 6  Form of
Notification of Change in Lending Office and/or Account for Payments  To:
  
  Fortis
  Bank (Nederland) N.V.Coolsingel
  93P.O. Box
  7493000
  AS RotterdamThe
  Netherlands [Date]  $253,200,000
Loan Agreement dated [·] July 2008
relating to the m.v.
YM Seattle, m.v. YM Vancouver, m.v. YM Colombo and m.v. YM Singapore (theLoan Agreement)  Terms
defined in the Loan Agreement shall have the same meaning when used herein.  We
hereby notify you that our [Lending Office for the purposes of the Loan
Agreement is now [·] and that accordingly] our account for
payments is [·].   Signed Duly
authorised signatory For and
on behalf of [Lender]  81


Schedule 7  Mandatory
Costs  1.The Mandatory Cost is an
addition to the interest rate to compensate Lenders for the cost of compliance
with (a) the requirements of the Bank of England and/or the Financial
Services Authority (or, in either case, any other authority which replaces all
or any of its functions) or (b) the requirements of the European Central
Bank.  2.On the first day of each
Interest Period (or as soon as possible thereafter) the Agent shall calculate,
as a percentage rate, a rate (the Additional
Cost Rate) for each Lender, in accordance with the
paragraphs set out below.  The
Mandatory Cost will be calculated by the Agent as a weighted average of the
Lenders Additional Cost Rates (weighted in proportion to the percentage
participation of each Lender in the relevant Loan) and will be expressed as a
percentage rate per annum.  3.The Additional Cost Rate for
any Lender lending from a 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 all Loans
made from that Facility Office) of complying with the minimum reserve
requirements of the European Central Bank in respect of loans made from that
Lending Office.  4.The 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
E is the rate of charge payable by a Lender to the Financial Services Authority
under the Fees Rules in respect of the relevant financial year of the
Financial Services Authority (calculated for this purpose by the Agent as being
the average of the Fee Tariffs applicable to that Lender for that financial
year).  5.For the purposes of this
Schedule:  (a)Eligible
Liabilitiesand Special Deposits have
the meanings given to them 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 Rulesmeans 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;  82


(c)Fee Tariffsmeans the fee tariffs
specified in the Fees Rules under the activity group A.1 Deposit acceptors
(ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but
taking into account any applicable discount rate); and  (d)Tariff Basehas the meaning given to it
in, and will be calculated in accordance with, the Fees Rules.  6.If requested by the Agent,
each Reference Bank shall, as soon as practicable after publication by the
Financial Services Authority, supply to the Agent, the rate of charge payable
by that Reference Bank to the Financial Services Authority pursuant to the Fees
Rules in respect of the relevant financial year of the Financial Services
Authority (calculated for this purpose by that Reference Bank as being the
average of the Fee Tariffs applicable to that Reference Bank for that financial
year).  7.Each Lender shall supply any
information required by the Agent for the purpose of calculating its Additional
Cost Rate.  In particular, but without
limitation, each Lender shall supply the following information on or prior to
the date on which it becomes a Lender:  (a)the jurisdiction of its
Facility Office; and  (b)any other information that the
Agent may reasonably require for such purpose.  Each Lender shall promptly notify the Agent of any
change to the information provided by it pursuant to this paragraph.  8.The rates of charge of each
Reference Bank for the purpose of E above shall be determined by the Agent
based upon the information supplied to it pursuant to paragraphs 6 and 7
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 Facility Office in the same jurisdiction as its
Facility Office.  9.The Agent shall have no
liability to any person if such determination results in an Additional Cost
Rate which over or under compensates any Lender and shall be entitled to assume
that the information provided by any Lender or Reference Bank pursuant to
paragraphs 3, 6 and 7 above is true and correct in all respects.  10.The Agent shall distribute the
additional amounts received as a result of the Mandatory Cost to the Lenders on
the basis of the Additional Cost Rate for each Lender based on the information
provided by each Lender and each Reference Bank pursuant to paragraphs 3,
6 and 7 above.  83


11.Any determination by the Agent
pursuant to this Schedule in relation to a formula, the Mandatory Cost, an
Additional Cost Rate or any amount payable to a Lender shall, in the absence of
manifest error, be conclusive and binding on all Parties.  12.The Agent may from time to
time, after consultation with the Borrower and the Lenders, determine and
notify to all of the parties to this Agreement and any amendments which are
required to be made to this Schedule in order to comply with any change in
law, regulation or any requirements from time to time imposed by the Bank of
England, the Financial Services Authority or the European Central Bank (or, in
any case, any other authority which replaces all or any of its functions) and
any such determination shall, in the absence of manifest error, be conclusive
and binding on all of the parties to this Agreement.  84


Execution Page  Borrower  EXECUTEDand DELIVERED
  )by
  its duly authorised attorney-in-fact
  )for
  and on behalf of
  )DANAOS CORPORATION
  )
  /s/
  Dimitri J. Andritsoyiannisin
  the presence of:
  
  Attorney-in-Fact  /s/
  Zoe LappaWitnessName:Address:Occupation:   Lead Arranger  SIGNEDby
  )for
  and on behalf of
  )FORTIS BANK (NEDERLAND) N.V.
  )
  /s/ Fortis Bank (Nederland) N.V.as
  Lead Arranger
  )   Co-Arrangers  SIGNEDby
  )for
  and on behalf of
  )LLOYDS TSB BANK PLC
  )
  /s/
  Lloyds TSB Bank PLCas
  Co-Arranger
  )  85


SIGNEDby
  )for
  and on behalf of
  )NATIONAL BANK OF GREECE S.A.
  )
  /s/
  National Bank of Greece S.A.as Co-Arranger
  )   The Lenders  SIGNEDby
  )for
  and on behalf of
  )FORTIS BANK (NEDERLAND) N.V.
  )
  /s/ Fortis Bank (Nederland) N.V.as a
  Lender
  )SIGNEDby
  )for
  and on behalf of
  )LLOYDS TSB BANK PLC
  )
  /s/
  Lloyds TSB Bank PLCas
  Lender
  )SIGNEDby
  )for
  and on behalf of
  )NATIONAL BANK OF GREECE S.A.
  )
  /s/
  National Bank of Greece S.A.as Lender
  )  86


AgentSIGNEDby
  )for
  and on behalf of
  )FORTIS BANK (NEDERLAND) N.V.
  )
  /s/ Fortis Bank (Nederland) N.V.as
  Agent
  )Security TrusteeSIGNEDby
  )for
  and on behalf of
  )FORTIS BANK (NEDERLAND) N.V.
  )
  /s/ Fortis Bank (Nederland) N.V.as Security Trustee
  )  87


Swap Banks  SIGNEDby
  )for
  and on behalf of
  )FORTIS BANK (NEDERLAND) N.V.
  )
  /s/ Fortis Bank (Nederland) N.V.as
  Swap Bank
  )SIGNEDby
  )for
  and on behalf of
  )LLOYDS TSB BANK PLC
  )
  /s/
  Lloyds TSB Bank PLCas
  Swap Bank
  )SIGNEDby
  )for
  and on behalf of
  )NATIONAL BANK OF GREECE S.A.
  )
  /s/
  National Bank of Greece S.A.as Swap Bank
  )  88