Exhibit 4.13  Date      15
February  2008   DANAOS CORPORATION as Borrower   - and -   EMPORIKI BANK OF GREECE S.A. as Lender   
  LOAN AGREEMENT  
  relating to a
US$156,800,000 facility to provide pre and
post-delivery finance for the acquisition of  two 6,500 TEU class container carriers having
Builders Hull Nos. S4001 and S4002 from Sungdong
Shipbuilding & Marine Engineering Co. Ltd.   WATSON FARLEY & WILLIAMS Piraeus


INDEX  Clause
  
  
  
  Page1
  
  INTERPRETATION
  
  12
  
  FACILITY
  
  153
  
  DRAWDOWN
  
  154
  
  INTEREST
  
  165
  
  INTEREST
  PERIODS
  
  176
  
  DEFAULT
  INTEREST
  
  187
  
  REPAYMENT AND
  PREPAYMENT
  
  198
  
  CONDITIONS
  PRECEDENT
  
  209
  
  REPRESENTATIONS
  AND WARRANTIES
  
  2110
  
  GENERAL
  UNDERTAKINGS
  
  2311
  
  CORPORATE
  UNDERTAKINGS
  
  2712
  
  INSURANCE
  
  2813
  
  SHIP
  COVENANTS
  
  3314
  
  SECURITY
  COVER
  
  3715
  
  PAYMENTS AND
  CALCULATIONS
  
  3916
  
  APPLICATION
  OF RECEIPTS
  
  3917
  
  APPLICATION
  OF EARNINGS
  
  4018
  
  EVENTS OF
  DEFAULT
  
  4119
  
  FEES AND
  EXPENSES
  
  4520
  
  INDEMNITIES
  
  4621
  
  NO SET-OFF OR
  TAX DEDUCTION
  
  4822
  
  ILLEGALITY,
  ETC
  
  4823
  
  INCREASED
  COSTS
  
  4924
  
  SET-OFF
  
  5025
  
  TRANSFERS AND
  CHANGES IN LENDING OFFICES
  
  5026
  
  VARIATIONS
  AND WAIVERS
  
  51


27
  
  NOTICES
  
  5228
  
  SUPPLEMENTAL
  
  5329
  
  LAW AND
  JURISDICTION
  
  53SCHEDULE 1
  DRAWDOWN NOTICE
  
  55SCHEDULE 2
  CONDITION PRECEDENT DOCUMENTS
  
  56SCHEDULE 3
  AMOUNT OF ADVANCES
  
  59SCHEDULE 4
  FORM OF COMPLIANCE CERTIFICATE
  
  60EXECUTION
  PAGE
  
  62


THIS LOAN AGREEMENTis made on 15 February 2008  BETWEEN:  (1)DANAOS CORPORATION
being a corporation domesticated and existing under the laws of the Republic of
the Marshall Islands whose registered office is at Trust Company House, Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands
as Borrower.  (2)EMPORIKI BANK OF GREECE S.A. acting through its office at 114 Kolokotroni Street, Piraeus,
Greece as Lender.  WHEREAS  The Lender has agreed to make available to the
Borrower a facility of up to the lesser of (a) US$156,800,000 and (b) the
lesser of 80 per cent of (i) the aggregate Ready for Sea Cost of the Ships
and (ii) the aggregate Initial Market Value of the Ships, for the purpose
of part-financing the Ready for Sea Cost of each Ship.  The facility shall be divided into two
Tranches, each of which may be made available in up to five Advances.  The Borrower may, if it wishes, from time to time
hedge its exposure under this Agreement to interest rate fluctuations by
entering into interest rate swap transactions with the Lender.  IT IS AGREEDas follows:  1INTERPRETATION  1.1Definitions.  Subject to Clause 1.5, in this Agreement:  Advance 
means the principal amount of each borrowing by the Borrower under this
Agreement;  Applicable  Accounts
means, in relation to a Compliance Date or an accounting period, the
consolidated balance sheets and related consolidated statements of
stockholders equity, income and cash flows, together with related notes, of
the Borrowers Group set out in the annual financial statements or quarterly
financial statements of the Borrowers Group prepared as of the Compliance Date
or, as the case may be, the last day of the accounting period in question (and
which the Borrower is obliged to deliver to the Lender pursuant to Clause 10.6
and which accounts are to be prepared in accordance with Clause 10.7);  Approved Broker  means each of Arrow Sale & Purchase
(UK) Ltd., Braemer Seascope Ltd., Galbraiths Limited, Howe Robinson &
Co. Ltd., H. Clarkson & Company Limited, Simpson Spence &
Young and any other independent sale and purchase shipbroker as may be approved
by the Lender from time to time;  Approved Flag  means
such flag as the Lender may, in its absolute discretion, approve as the flag on
which a Ship shall be registered;  Approved Flag State 
means any country in which the Lender may, in its sole and absolute
discretion, approve that a Ship be registered;  Approved Manager 
means, in relation to a Ship, Danaos Shipping Co. Ltd., a company
incorporated in Cyprus having its registered office at Libra House, 16 P.
Caterari Street, Nicosia, Cyprus or any other company which the Lender may
approve from time to time as the commercial, technical and/or operational
manager of that Ship;  Approved Managers Undertaking  means in relation to each Ship, a letter of
undertaking executed or to be executed by the Approved Manager in favour of the
Lender


and in the
terms required by the Lender, agreeing certain matters in relation to the
Approved Manager serving as the manager of the Ship and subordinating its
rights against such Ship and the Owner thereof to the rights of the Lender
under the Finance Documents, in such form as the Lender may approve or require;  Availability Period 
means the period commencing on the date of this Agreement and ending on:  (a)in the
case of Tranche A, 30 April 2009 or any later date allowed pursuant to Article VIII
(3) of the Shipbuilding Contract A (or such later date as the Lender may
agree with the Borrower); or  (b)in the
case of Tranche B, 30 June 2009 or any later date allowed pursuant to Article VIII
(3) of the Shipbuilding Contract B (or such later date as the Lender may
agree with the Borrower); or  (c)if
earlier, the date on which the relevant Tranche is fully borrowed, cancelled or
terminated;  Bareboat
- equivalent Time Charter Incomemeans,
in relation to the Ship the aggregate charter hire due and payable to the Owner
of that Ship for the remaining unexpired term of the Charter or other contract
of employment relative to that Ship at the relevant time (excluding any option
periods (as that term is defined in Clause 14.5(a)) less the aggregate
operating expenses of that Ship as determined by the Borrower and certified to
the satisfaction of the Lender for the same period;  Book Net
Worth  means, as of any
Compliance Date, the aggregate of value of the stockholders equity of the
Borrowers Group as shown in the Applicable Accounts;  Borrower 
means Danaos Corporation, a corporation domesticated and existing under
the laws of the Marshall Islands and having its registered office at Trust
Company House, Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
the Marshall Islands (and includes its successors);  Borrowers Group means the Borrower and each of its
subsidiaries;  Boxcarrier
No. 1  means Boxcarrier
(No. 1) Corp., a corporation incorporated and existing under the laws of
Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia;  Boxcarrier
No. 2  means Boxcarrier
(No. 2) Corp., a corporation incorporated and existing under the laws of
Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia;  Builder  means Sungdong Shipbuilding & Marine
Engineering Co. Ltd., a company organised and existing under the laws of
the  Republic of Korea, with its
principal office at 1609-2 Hwang-li, Guangdo-myeon, Tongyoung-si, Gyeongnam,
650-827, Korea;  Business Day  means a day on which banks are open in
London, Piraeus and (in relation to any payment to be made to the Builder)
Seoul and in respect of a day on which a payment is required to be made under a
Finance Document, also in New York City;  Cash and
Cash Equivalents  means the
aggregate of:  (a)the
amount of freely available credit balances on any deposit or current account;  (b)the
market value of transferable certificates of deposit in a freely convertible
currency acceptable to the Lender issued by a prime international bank; and  2


(c)the
market value of equity securities (if and to the extent that the Lender is
satisfied that such equity securities are readily saleable for cash and that
there is a ready market therefor) and investment grade debt securities which
are publicly traded on a major stock exchange or investment market (valued at
market value as at any applicable date of determination);  in each case owned free of any Security
Interest (other than a Security Interest in favour of the Lender) by the
Borrower or any of its subsidiaries where:  (i)the
market value of any asset specified in paragraph (b) and (c) shall be
the bid price quoted for it on the relevant calculation date by the Lender; and  (ii)the amount or value of any
asset denominated in a currency other than Dollars shall be converted into
Dollars using the Lenders spot rate for the purchase of Dollars with that
currency on the relevant calculation date;  Charterparty  means, in relation to each Ship, the time
charterparty made or to be made between each Owner and CMA CGM as charterer for
a duration of at least 12 years) on terms acceptable in all respects to the
Lender and, in the plural, means both of them;  Charterparty Assignment  means, in relation to a Ship, a deed of
assignment of the rights of the relevant Owner in respect of a Charterparty
relating thereto, in such form as the Lender may approve or require and in the
plural means both of them;  CMA CGM  means CMA CGM S.A., a company incorporated in
France and acting through its office at, Marseille, France;  Commitment  means $156,800,000 as that amount may be
reduced, cancelled or terminated in accordance with this Agreement;  Compliance Date  means 31 March, 30 June, 30 September and
31 December in each calendar year (or such other dates as of which the
Borrower prepares the consolidated financial statements which it is required to
deliver pursuant to Clause 10.6);  Confirmation
and Early Termination Date, in relation to
any continuing Transaction, have the meanings given in the Master Agreement;  Contract Price  has, in relation to each Ship, the meaning
given in Article II of the 
Shipbuilding Contract in respect of that Ship (as the same may be
adjusted in accordance with Article III thereof);  Contractual
Currency  has the meaning
given in Clause 20.5;  Danaos  Earnings Account  means an account in the name of the Borrower
with the Lender in Piraeus (or any other office of the Lender which is
designated by it as the Danaos Earnings Account for the purposes of this
Agreement);  Danaos Earnings Account Pledge  means the deed containing, inter alia, a
charge in respect of the Danaos Earnings Account executed or to be executed by
the Borrower in favour of the Lender in such form as the Lender may approve or
require;  Deed of
Covenant means, in relation to an Owner, a deed of covenant
collateral to the relevant Mortgage, in such form as the Lender may approve or
require, and in the plural means both of them;  Delivery
Date  means, in relation to a
Ship, the date on which title to and possession of that Ship is transferred
from the Builder to the relevant Owner;  3


Dollars
and $ 
means the lawful currency for the time being of the United States of
America;  Drawdown
Date  means, in relation to
an Advance, the date requested by the Borrower for the Advance to be made, or
(as the context requires) the date on which the Advance is actually made;  Drawdown
Notice  means a notice in the
form set out in Schedule 1 (or in any other form which the Lender approves or
reasonably requires);  Earnings  means, in relation to a Ship, all moneys
whatsoever which are now, or later become, payable (actually or contingently)
to the Owner owning the Ship or the Lender and which arise out of the use or operation
of the Ship, including (but not limited to):  (a)all
freight, hire and passage moneys, compensation payable to the Owner owning the
Ship or the Lender in the event of requisition of the Ship for hire,
remuneration for salvage and towage services, demurrage and detention moneys
and damages for breach (or payments for variation or termination) of any
charterparty or other contract for the employment of the Ship;  (b)all
moneys which are at any time payable under the Insurances in respect of loss of
earnings; and  (c)if and
whenever the Ship is employed on terms whereby any moneys falling within
paragraphs (a) or (b) above are pooled or shared with any other
person, that proportion of the net receipts of the relevant pooling or sharing
arrangement which is attributable to the Ship;  Earnings Account  means, with respect to each
Owner, an account in the name of that Owner with the Lender in Piraeus (or any
other office of the Lender which is designated by it in writing as the Earnings
Account with respect to that Owner for the purposes of this Agreement), and in
the plural means both of them;  EBITDA  means, in respect of the relevant period, the
Net Income of the Borrowers Group before interest, taxes, depreciation and
amortisation and any capital gains or losses realised from the sale of any
Fleet Vessels as shown in the Applicable Accounts;  Environmental
Claim  means:  (a)any
claim by any governmental, judicial or regulatory authority which arises out of
an Environmental Incident or an alleged Environmental Incident or which relates
to any Environmental Law; or  (b)any
claim by any other person which relates to an Environmental Incident or to an
alleged Environmental Incident,  and claim means a claim for damages, compensation, fines, penalties
or any other payment of any kind whether or not similar to the foregoing; an
order or direction to take, or not to take, certain action or to desist from or
suspend certain action; and any form of enforcement or regulatory action,
including the arrest or attachment of any asset;  Environmental
Incident  means, in relation
to each Ship:  (a)any
release of Environmentally Sensitive Material from a Ship; or  (b)any
incident in which Environmentally Sensitive Material is released from a vessel
other than a Ship and which involves a collision between that Ship and such
other vessel or some other incident of navigation or operation, in either case,  4


in connection with which that Ship is
actually or potentially liable to be arrested, attached, detained or injuncted
and/or either that Ship or either Owner and/or any operator or manager is at
fault or allegedly at fault or otherwise liable to any legal or administrative
action; or  (c)any
other incident in which Environmentally Sensitive Material is released
otherwise than from a Ship and in connection with which a Ship is actually or
potentially liable to be arrested and/or where either Owner and/or any operator
or manager of a Ship is at fault or allegedly at fault or otherwise liable to
any legal or administrative action;  Environmental
Law  means any law relating
to pollution or protection of the environment, to the carriage of
Environmentally Sensitive Material or to actual or threatened releases of Environmentally
Sensitive Material;  Environmentally
Sensitive Material  means
oil, oil products and any other substance (including any chemical, gas or other
hazardous or noxious substance) which is (or is capable of being or becoming)
polluting, toxic or hazardous;  Event of
Default  means any of the
events or circumstances described in Clause 18.1;  Extra Pre-delivery Costs  means, in relation to each Ship, an amount of
$6,500,000 representing the costs incurred or to be incurred by the Owner of
that Ship during the construction of the same (in addition to the Contract
Price for the Ship) as outlined in the third column of Schedule 3;  Finance
Documents  means:  (a)this
Agreement;  (b)the
Master Agreement;  (c)the
Guarantees;  (d)the
Master Agreement Assignment;  (e)the
Predelivery Security Assignments;  (f)the
General Assignments;  (g)the
Mortgages;  (h)any
Deeds of Covenants;  (i)the
Danaos Earnings Account Pledge;  (j)any
Charterparty Assignments;  (k)the
Approved Managers Undertakings; and  (l)any
other document (whether creating a Security Interest or not) which is executed
at any time by the Borrower, an Owner or any other person as security for, or
to establish any form of subordination or priorities arrangement in relation
to, any amount payable to the Lender under this Agreement or any of the
documents referred to in this definition;  Financial
Indebtedness  means, in
relation to a person (the debtor),  a liability of the debtor:  5


(a)for
principal, interest or any other sum payable in respect of any moneys borrowed
or raised by the debtor;  (b)under
any loan stock, bond, note or other security issued by the debtor;  (c)under
any acceptance credit, guarantee or letter of credit facility made available to
the debtor;  (d)under
a financial lease, a deferred purchase consideration arrangement or any other
agreement having the commercial effect of a borrowing or raising of money by
the debtor; or  (e)under
any foreign exchange transaction interest or currency swap or any other kind of
derivative transaction entered into by the debtor; or  (f)under
a guarantee, indemnity or similar obligation entered into by the debtor in
respect of a liability of another person which would fall within paragraphs (a) to
(e) if the references to the debtor referred to the other person;  Financial Year  means, in relation to the Borrowers Group
and each Owner, each period of 1 year commencing on 1 January in respect
of which its audited accounts are or ought to be prepared;  Fleet
Vessels  means, together, all
of the vessels (including, but not limited to, the Ships) from time to time
owned or leased by members of the Borrowers Group which, at the relevant time,
are included within the Total Assets of the Borrowers Group in the balance
sheet of the Applicable Accounts or which would be included within the balance
sheet if the Applicable Accounts were required to be prepared at that time;  General
Assignment  means, in
relation to a Ship, a general assignment of the Earnings, the Insurances and
any Requisition Compensation of that Ship, in such form as the Lender may
approve or require, and in the plural means both of them;  Guarantee  means, in relation to an Owner, an
irrevocable and unconditional guarantee to be given by that Owner in favour of
the Lender, guaranteeing the obligations of the Borrower under this Agreement,
the Master Agreement and the other Finance Documents, in such form as the
Lender may approve or require, and in the plural means both of them;  Initial
Market Value means, in respect of each Ship, the Market Value
thereof determined by the valuation referred to at paragraph 4 of Schedule 2, Part F;  Insurances  means, in relation to a Ship:  (a)all
policies and contracts of insurance, including entries of such Ship in any
protection and indemnity or war risks association, which are effected in
respect of such Ship, her Earnings or otherwise in relation to her; and  (b)all
rights and other assets relating to, or derived from, any of the foregoing,
including any rights to a return of a premium;  Interest Coverage Ratio  means, in relation to a Compliance Date or an
accounting period, the ratio of (a) EBITDA for the most recent financial
period of the Borrowers Group to (b) the Net Interest Expenses for that
financial period;  Interest Period  means in relation to an Advance, a period
determined in accordance with Clause 5;  6


Interest Rate Swap Rate  means, for any applicable period:  (a)the
rate per annum equal to the offered quotation for deposits in Dollars for a
period equal to, or as near as possible equal to, the relevant applicable
period which appears on the appropriate page of the Reuters Monitor Money
Rates Service on the second Business Day prior to the commencement of the
applicable period; or  (b)if no
rate is quoted on the appropriate page of the Reuters Monitor Money Rates
Service, the rate per annum determined by the Swap Bank to be the Interest Rate
Swap Rate for a period equal to, or as near as possible equal to, the relevant
applicable period;  ISM Code  means, in relation to its application to the
Approved Manager, each Owner, its Ship and its operation:  (a)The
International Management Code for the Safe Operation of Ships and for Pollution
Prevention, currently known or referred to as the ISM Code, adopted by the
Assembly of the International Maritime Organisation by Resolution A.741(18) on
4 November 1993 and incorporated on 19 May 1994 into chapter IX of
the International Convention for the Safety of Life at Sea 1974 (SOLAS 1974);
and  (b)all
further resolutions, circulars, codes, guidelines, regulations and
recommendations which are now or in the future issued by or on behalf of the
International Maritime Organisation or any other entity with responsibility for
implementing  the ISM Code, including
without limitation, the Guidelines on implementation or administering of the
International Safety Management (ISM) Code by Administrations produced by the
International Maritime Organisations pursuant to Resolution A.788(19) adopted
on 25 November 1995,  as the same may be
amended, supplemented or replaced from time to time;  ISM Code
Documentation  includes:  (a)the
document of compliance (DOC) and safety management certificate (SMC) issued
pursuant to the ISM Code in relation to the Ships or either or them within the
periods specified by the ISM Code; and  (b)all
other documents and data which are relevant to the ISM SMS and its implementation
and verification which the Lender may require; and  (c)any
other documents which are prepared or which are otherwise relevant to establish
and maintain the Ships or the Owners compliance with the ISM Code which the
Lender may require;  ISM SMS  means the safety management system for each
Ship which is required to be developed, implemented and maintained by the Owner
of that Ship under the ISM Code;  ISPS Code 
means the International Ship and Port Facility Security Code adopted by
the International Maritime Organisation Assembly as the same may be amended or
supplemented from time to time;  ISSC 
means a valid and current International Ship Security Certificate issued
under the ISPS Code;  7


Lender  means Emporiki Bank of Greece S.A., acting
through its office at 114 Kolokotroni Street, Piraeus, Greece;  LIBOR  means, for an
Interest Period:  (a)the
rate per annum equal to the offered quotation for deposits in Dollars for a
period equal to, or as near as possible equal to, the relevant Interest Period
which appears on Reuters BBA Page LIBOR 01 at or about 11.00 a.m.
(London time) on the second Business Day prior to the commencement of that
Interest Period (and, for the purposes of this Agreement, Reuters BBA Page LIBOR
01 means the display designated as Reuters BBA Page LIBOR 01 on the
Reuters Money News Service or such other page as may replace Reuters BBA Page LIBOR
01 on that service for the purpose of displaying rates comparable to that rate
or on such other service as may be nominated by the British Bankers
Association as the information vendor for the purpose of displaying British
Bankers Association Interest Settlement Rates for Dollars); or  (b)if no
rate is quoted on Reuters BBA Page LIBOR 01 or the rate quoted on Reuters
BBA Page LIBOR 01 does not represent the cost of funding of the Lender,
the rate per annum determined by the Lender to be the arithmetic mean (rounded
upwards, if necessary, to the nearest one-sixteenth of one per cent.) of the
rates per annum notified to the Lender as the rate at which deposits in Dollars
are offered to the Lender by leading banks in the London Interbank Market at
the Lenders request at or about 11.00 a.m. (London time) on the second
Business Day prior to the commencement of that Interest Period for a period
equal to that Interest Period and for delivery on the first Business Day of it;  Loan  means the aggregate principal amount of the
Advances for the time being outstanding under this Agreement;  Major Casualty  means, in relation to a Ship, any casualty to
the Ship in respect of which the claim or the aggregate of the claims against
all insurers, before adjustment for any relevant franchise or deductible,
exceeds $1,000,000 or the equivalent in any other currency;  Margin  means 0.65 per cent. per annum;  Market Value means, in respect of each Ship and each Fleet Vessel, the market
value thereof determined from time to time in accordance with Clause 14.4 (or
as the case may be Clause 14.5);  Market
Value Adjusted Net Worth 
means, at any time, the amount by which the Market Value Adjusted Total
Assets exceed the Total Liabilities;  Market
Value Adjusted Total Assets 
means, at any time, the Total Assets adjusted to reflect the Market Value
of all Fleet Vessels (by substituting the value of each Fleet Vessel as
specified in the Applicable Accounts with the Market Value of that Fleet Vessel
as at the relevant Compliance Date);  Master Agreement  means the master agreement (on the 1992 ISDA
(Multicurrency - Crossborder) form) made or to be made between the Borrower and
the Lender and includes all Transactions from time to time entered into and
Confirmations from time to time exchanged thereunder;  Master Agreement
Assignment  means the assignment
of the Master Agreement executed or to be executed by the Borrower, in such
form as the Lender may approve or require;  Mortgage  means, in relation to a Ship, the first
priority or preferred (as the case may be) ship mortgage on the Ship under an
Approved Flag executed or to be executed by the  8


Owner of the Ship in
favour of the Lender, in such form as the Lender may approve or require;  Negotiation Period  has the meaning given in Clause 4.6;  Net Income
means, in relation to each Financial Year of the Borrower, the aggregate income
of the Borrowers Group appearing in the Applicable Accounts for that Financial
Year less the aggregate of:  (a)the
amounts incurred by the Borrowers Group during that Financial Year as expenses
of its business;  (b)depreciation,
amortisation and all interest in respect of all Financial Indebtedness of the
Borrowers Group paid by all members of the Borrowers Group during that
Financial Year;  (c)Net
Interest Expenses;  (d)taxes;
and  (e)other
items charged to the Borrowers consolidated profit and loss account for the
relevant Financial Year;  Net
Interest Expenses  means, as
of any Compliance Date, the aggregate of all interest, commitment and other fees,
commissions, discounts and other costs, charges or expenses accruing due from
all the members the Borrowers Group during that accounting period less
interest income received, determined on a consolidated basis in accordance with
USGAAP and as shown in the consolidated statements of income for the Borrowers
Group in the Applicable Accounts;  Owners  means, together, Boxcarrier (No. 1) and
Boxcarrier (No. 2), and in the singular means either of them;  Payment Currency  has the meaning given in Clause 20.4;  Pertinent Jurisdiction,
in relation to a company, means:  (a)England
and Wales;  (b)the
country under the laws of which the company is incorporated or formed;  (c)a
country in which the companys central management and control is or has recently
been exercised;  (d)a
country in which the overall net income of the company is subject to
corporation tax, income tax or any similar tax;  (e)a
country in which assets of the company (other than securities issued by, or
loans to, related companies) having a substantial value are situated, in which
the company maintains a permanent place of business, or in which a Security
Interest created by the company must or should be registered in order to ensure
its validity or priority; and  (f)a
country the courts of which have jurisdiction to make a winding up,
administration or similar order in relation to the company or which would have
such jurisdiction if their assistance were requested by the courts of a country
referred to in paragraphs (b) or (c) above;  9


Potential Event of Default  means an event or circumstance which, with
the giving of any notice, the lapse of time, a determination of the Lender
and/or the satisfaction of any other condition, would constitute an Event of
Default;  Predelivery Security
Assignment  means, in
relation to an Owner, an assignment of the Shipbuilding Contract and of the
Refund Guarantee relevant to that Owner, to be given by that Owner in favour of
the Lender, in such form as the Lender may approve or require;  Quotation Date means, in relation to any Interest Period
(or any other period for which an interest rate is to be determined under any
provision of a Finance Document), the day on which quotations would ordinarily
be given by leading banks in the London Interbank Market for deposits in the
currency in relation to which such rate is to be determined for delivery on the
first day of that Interest Period or other period;  Ready for Sea Cost Value  means, in relation to each Ship, the amount
of $98,000,000 representing the aggregate of the Contract Price and the Extra
Pre-delivery Costs for that Ship;  Refund Guarantee  means, together, the Refund Guarantees A and
the Refund Guarantees B, and in the singular means either of them;  Refund Guarantee A  means the irrevocable and unconditional
refund guarantee issued or to be issued by the Refund Guarantor in favour of
Boxcarrier No. 1 in relation to each stage payment made or to be made by
Boxcarrier No. 1 to the Builder pursuant to the Shipbuilding Contract A
prior to the relevant Delivery Date;  Refund Guarantee B  means the irrevocable and unconditional
refund guarantee issued or to be issued by the Refund Guarantor in favour of
Boxcarrier No. 2 in relation to each stage payment made or to be made by
Boxcarrier No. 2 to the Builder pursuant to the Shipbuilding Contract B
prior to the relevant Delivery Date;  Refund Guarantor  means The Export-Import Bank of Korea acting
through its office at 5th Flr. Gyeongnam Trade Center, 7-4 Yongho-dong,
Changwon-si, Gyeongsangnam-do, South Korea, 641-740;  Relevant Person  has
the meaning given in Clause 18.7;  Repayment Date  means
a date on which a repayment is required to be made under Clause 7;  Requisition Compensation 
includes all compensation or other moneys payable by reason of any act
or event such as is referred to in paragraph (b) of the definition of Total
Loss;  Secured Liabilities 
means all liabilities which the Borrower, the Security Parties or any of
them have, at the date of this Agreement or at any later time or times, under
or by virtue of the Finance Documents or any judgement relating to the Finance
Documents; and for this purpose, there shall be disregarded any total or
partial discharge of these liabilities, or variation of their terms, which is
effected by, or in connection with, any bankruptcy, liquidation, arrangement or
other procedure under the insolvency laws of any country;  Security Interest 
means:  (a)a
mortgage, charge (whether fixed or floating) or pledge, any maritime or other
lien or any other security interest of any kind;  (b)the
rights of the plaintiff under an action in rem in which
the vessel concerned has been arrested or a writ has been issued or similar
step taken; and  10


(c)any
arrangement entered into by a person (A) the effect of which is to place
another person (B) in a position which is similar, in economic terms, to
the position in which B would have been had he held a security interest over an
asset of A;  Security
Party  means the Owners and
any other person (except the Lender) who, as a surety or mortgagor, as a party
to any subordination or priorities arrangement, or in any similar capacity,
executes a document falling within the final paragraph of the definition of Finance
Documents;  Security
Period  means the period
commencing on the date of this Agreement and ending on the date on which the
Lender notifies the Borrower and the Security Parties that:  (a)all
amounts which have become due for payment by the Borrower or any Security Party
under the Finance Documents have been paid;  (b)no
amount is owing or has accrued (without yet having become due for payment)
under any Finance Document;  (c)neither
the Borrower nor any Security Party has any future or contingent liability
under Clause 19, 20 or 21 below or any other provision of this Agreement or
another Finance Document; and  (d)the
Lender does not consider that there is a significant risk that any payment or
transaction under a Finance Document would be set aside, or would have to be
reversed or adjusted, in any present or possible future bankruptcy of the
Borrower or a Security Party or in any present or possible future proceeding
relating to a Finance Document or any asset covered (or previously covered) by
a Security Interest created by a Finance Document;  Ship  A
means the 6,500 TEU class container carrier newbuilding currently being
constructed by the Builder and having Builders Hull No. S4001 to be
purchased by Boxcarrier No. 1 pursuant to the Shipbuilding Contract A and
registered in the ownership of Boxcarrier No. 1 under an Approved Flag;  Ship B
means the 6,500 TEU class container carrier newbuilding currently being
constructed by the Builder and having Builders Hull No. S4002 to purchased
by Boxcarrier No. 2 pursuant to the Shipbuilding Contract B and registered
in the ownership of Boxcarrier No. 2 under an Approved Flag;  Shipbuilding Contract A 
means the shipbuilding contract dated 26 July 2006 and made between
the Builder and Boxcarrier No. 1 for the construction by the Builder of
Ship A and its purchase by Boxcarrier No. 1, as supplemented from time to
time;  Shipbuilding Contract B 
means the shipbuilding contract dated 26 July 2006 between the
Builder and Boxcarrier No. 2, for the construction by the Builder of Ship
B and its purchase by Boxcarrier No. 2, as supplemented from time to time;  Ships  means, together, Ship A and Ship B, and in
the singular means either of them;  Shipbuilding Contracts 
means, together, the Shipbuilding Contract A and the Shipbuilding
Contract B, and in the singular means either of them;  Swap Exposure  means, as at any relevant date the amount
certified by the Lender to be the aggregate net amount in Dollars which would
be payable by the Borrower to the Lender under (and calculated in accordance
with) section 6(e) (Payments on Early Termination) of the Master Agreement
if an Early Termination Date had occurred on the  11


relevant date in relation to all continuing
Transactions entered into between the Borrower and the Lender;  Total Assets
means, as of any Compliance Date, the aggregate value of all assets of the
Borrowers Group included in the Applicable Accounts as current assets and
the value of all investments (valued in accordance with USGAAP) and all other
tangible and intangible assets of the Borrowers Group properly included in the
Applicable Accounts as fixed assets in accordance with USGAAP;  Total
Liabilities means, as of any Compliance Date, Total Assets less
Book Net Worth;  Total Loss  means, in relation to a Ship:  (a)actual,
constructive, compromised, agreed or arranged total loss of that Ship;  (b)any
expropriation, confiscation, requisition or acquisition of the Ship, whether
for full consideration, a consideration less than her proper value, a nominal
consideration or without any consideration, which is effected by any government
or official authority or by any person or persons claiming to be or to
represent a government or official authority, excluding a requisition for hire
for a fixed period not exceeding one year without any right to an extension;  (c)any
condemnation of the Ship by any tribunal or by any person or person claiming to
be a tribunal;  (d)any arrest,
capture, seizure or detention of the Ship (including any hijacking or theft)
unless she is within 30 days redelivered to the full control of the Owner
owning the Ship;  Total Loss
Date  means, in relation to a
Ship:  (a)in the
case of an actual loss of the Ship, the date on which it occurred or, if that
is unknown, the date when the Ship was last heard of;  (b)in the
case of a constructive, compromised, agreed or arranged total loss of the Ship,
the earliest of:  (i)the date
on which a notice of abandonment is given to the insurers; and  (ii)the date
of any compromise, arrangement or agreement made by or on behalf of the Owner
owning the Ship, with the Ships insurers in which the insurers agree to treat
the Ship as a total loss; and  (c)in the case
of any other type of total loss, on the date (or the most likely date) on which
it appears to the Lender that the event constituting the total loss occurred;  Tranche A  means the aggregate of the Advances to be
made available by the Lender to the Borrower to assist Boxcarrier (No. 1)
in its acquisition of Ship A or, as the context may require, the aggregate
principal amount thereof outstanding at the relevant time under this Agreement;  Tranche B  means the aggregate of the Advances to be
made available by the Lender to the Borrower to assist Boxcarrier (No. 2)
in its acquisition of Ship B or, as the context may require, the aggregate
principal amount thereof outstanding at the relevant time under this Agreement;  12


Tranches  means, together, Tranche A and Tranche B, and
in the singular means either of them; and  Transaction  has the meaning given in the Master
Agreement.  1.2Construction of certain terms.  In this Agreement:  approved  means, for the purposes of Clause 13,
approved in writing by the Lender;  asset
includes every kind of property, asset, interest or right, including any
present, future or contingent right to any revenues or other payment;  company
includes any partnership, joint venture and unincorporated association;  consent
includes an authorisation, consent, approval, resolution, licence, exemption,
filing, registration, notarisation and legalisation;  contingent
liability means a liability which is not certain to arise and/or
the amount of which remains unascertained;  document
includes a deed; also a letter, fax or telex;  excess risks  means, in relation to a Ship, (i) the
proportion of claims for general average, salvage and salvage charges which are
not recoverable as a result of the value at which that Ship is assessed for the
purpose of such claims exceeding her hull and machinery insured value and (ii) collision
liabilities not recoverable in full under the applicable hull and machinery
insurance by reason of such liabilities exceeding such proportion of the
insured value of that Ship as is covered thereunder;  expense
means any kind of cost, charge or expense (including all legal costs, charges
and expenses) and any applicable value added or other tax;  law
includes any form of delegated legislation, any order or decree, any treaty or
international convention and any regulation or resolution of the Council of the
European Union, the European Commission, the United Nations or its Security
Council;  legal or
administrative action means any legal proceeding or arbitration and
any administrative or regulatory action or investigation;  liability
includes every kind of debt or liability (present or future, certain or
contingent), whether incurred as principal or surety or otherwise;  months  shall be construed in accordance with Clause
1.3;  obligatory
insurances  means, in
relation to a Ship, all insurances effected, or which the Borrower owning the
Ship is obliged to effect, under Clause 13 below or any other provision of this
Agreement or another Finance Document;  parent
company  has the meaning
given in Clause 1.4;  person  includes any company; any state, political
sub-division of a state and local or municipal authority; and any international
organisation;  policy,
in relation to any insurance, includes a slip, cover note, certificate of entry
or other document evidencing the contract of insurance or its terms;  protection and indemnity
risks means the usual risks covered by a protection and indemnity
association managed in London, including, but not limited to, pollution,  13


freight, demurrage and detention risks and
the proportion (if any) of any sums payable to any other person or persons in
case of collision which are not recoverable under the hull and machinery
policies by reason of the incorporation in them of Clause 6 of the
International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time
Clauses (Hulls) (1/11/95) or clause 8 of the Institute Time Clauses (Hulls)
(1/10/83) or the Institute Amended Running Down Clause (1/10/71) or the
Conditions and Plan of the Swedish Club or any equivalent provision;  regulation
includes any regulation, rule, official directive, request or guideline (either
having the force of law or compliance with which is reasonable in the ordinary
course of business of the party concerned) of any governmental,
intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;  subsidiary  has the meaning given in Clause 1.4;  successor
includes any person who is entitled (by assignment, novation, merger or
otherwise) to any other persons rights under this Agreement or any other
Finance Document (or any interest in those rights) or who, as administrator,
liquidator or otherwise, is entitled to exercise those rights; and in
particular references to a successor include a person to whom those rights (or
any interest in those rights) are transferred or pass as a result of a merger,
division, reconstruction or other reorganisation of it or any other person;  tax  includes any present or future tax, duty,
impost, levy or charge of any kind which is imposed by any state, any political
sub-division of a state or any local or municipal authority (including any such
imposed in connection with exchange controls), and any connected penalty,
interest or fine; and  war risks includes
the risk of mines, blocking and trapping, missing vessel, political risks,
deprivation, confiscation and all risks excluded by clause 29 of the
International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute
Time Clauses (Hulls)(1/11/95) or clause 33 of the Institute Time Clauses
(Hulls) (1/10/83) or in the Conditions and Plan of the Swedish Club.  1.3Meaning of month.  A period of one or more months ends on the
day in the relevant calendar month numerically corresponding to the day of the
calendar month on which the period started (the
numerically corresponding day), but:  (a)on the
Business Day following the numerically corresponding day if the numerically
corresponding day is not a Business Day or, if there is no later Business Day
in the same calendar month, on the Business Day preceding the numerically
corresponding day; or  (b)on the
last Business Day in the relevant calendar month, if the period started on the
last Business Day in a calendar month or if the last calendar month of the
period has no numerically corresponding day,  and month and monthly shall be construed accordingly.  1.4Meaning of subsidiary. A company (S) is
a subsidiary of another company (P) if:  (a)a
majority of the issued shares in S (or a majority of the issued shares in S
which carry unlimited rights to capital and income distributions) are directly
owned by P or are indirectly attributable to P; or  (b)P has
direct or indirect control over a majority of the voting rights attaching to
the issued shares of S; or  (c)P has
the direct or indirect power to appoint or remove a majority of the directors
of S; or  14


(d)P
otherwise has the direct or indirect power to ensure that the affairs of S are
conducted in accordance with the wishes of P,  and any company of which
S is a subsidiary is a parent company of S.  1.5General Interpretation.  (a)In
this Agreement:  (i)references
to, or to a provision of, a Finance Document or any other document are
references to it as amended or supplemented, whether before the date of this Agreement
or otherwise;  (ii)references
to, or to a provision of, any law include any amendment, extension,
re-enactment or replacement, whether made before the date of this Agreement or
otherwise;  (iii)words
denoting the singular number shall include the plural and vice versa; and  (iv)where a
determination or opinion is stated to be conclusive it shall be binding on
the relevant party save for manifest error;  (b)Clauses
1.1 to 1.4 and paragraph (a) of this Clause 1.5 apply unless the contrary
intention appears..  (c)The
clause headings shall not affect the interpretation of this Agreement.  2FACILITY  2.1Amount of facility.  Subject to the other provisions of this
Agreement, the Lender shall make available to the Borrower a loan facility of
up to $156,800,000 in two Tranches as follows:  (a)each
Tranche shall be in an amount equal to the lesser of:  (i)$78,400,000;
and  (ii)the
lesser of 80 per cent. of (A) the Ready for Sea Cost of the Ship to be
financed by that Tranche and (B) the Initial Market Value of that Ship;
and  (b)each
Tranche may be drawn in up to five Advances.  2.2Purpose of Loan.  The Borrower undertakes with the Lender to
use each Advance only for the purpose stated in Clause 2.1.  3DRAWDOWN  3.1Request for Advance.  Subject to the following conditions, the
Borrower may request an Advance to be made by ensuring that the Lender receives
a completed Drawdown Notice not later than 11.00 a.m. (Athens time) 3
Business Days prior to the intended Drawdown Date.  3.2Availability.  The conditions referred to in Clause 3.1 are
that:  (a)a
Drawdown Date has to be a Business Day during the Availability Period;  (b)each
Advance shall:  15


(i)subject
to Clause 3.2(c), be in an amount that does not exceed the maximum amount of
that Advance specified in Schedule 3; and  (ii)be
used to part-finance the relevant instalment payable to the Builder pursuant to
the relevant Shipbuilding Contract and the relevant Extra Pre-delivery Costs as
are specified in Schedule 3;  (c)the
aggregate amount of the Advances in respect of a Tranche shall not exceed the
maximum amount of that Tranche as set out in Clause 2.1; and  (d)the
Borrower shall demonstrate to the satisfaction of the Lender the availability
to it of funds in an amount equal to the amount by which the instalment due to
the Builder pursuant to the relevant Shipbuilding Contract and the relevant
Extra Pre-delivery Costs on the relevant Drawdown Date exceeds the Advance to
be made available to the Borrower on that Drawdown Date.  3.3Drawdown Notice irrevocable.  A Drawdown Notice must be signed by a duly
authorised person on behalf of the Borrower; and once served, a Drawdown Notice
cannot be revoked without the prior consent of the Lender.  3.4Disbursement of Advance.  Subject to the provisions of this Agreement,
the Lender shall on each Drawdown Date make the relevant Advance to the
Borrower and that payment to the Borrower shall be made to the account of the
Builder which the Borrower specifies in the Drawdown Notice.  3.5Disbursement of Advance to third party.   The payment by the Lender under Clause 3.4
to the Builder shall constitute the making of the Advance and the Borrower
shall thereupon become indebted, as principal and direct obligor, to the Lender
in an amount equal to that Advance.  4INTEREST  4.1Payment of normal interest.  Subject to the provisions of this Agreement,
interest on each Advance in respect of each Interest Period shall be paid by
the Borrower on the last day of that Interest Period.  4.2Normal rate of interest.  Subject to the provisions of this Agreement,
the rate of interest on each Advance in respect of an Interest Period shall be
the aggregate of the Margin and LIBOR for that Interest Period.  4.3Payment of accrued interest.  In the case of an Interest Period longer than
6 months, accrued interest shall be paid every 6 months during that Interest
Period and on the last day of that Interest Period.  4.4Notification of market disruption.  The Lender shall promptly notify the Borrower
if no rate is quoted on Reuters BBA Page LIBOR 01 or the if for any reason
the Lender is unable to obtain Dollars in the London Interbank Market in order
to fund an Advance (or any part of it) during any Interest Period, stating the
circumstances which have caused such notice to be given.  4.5Suspension of drawdown.  If the Lenders notice under Clause 4.4
is served before an Advance is made, the Lenders obligation to make the
Advance shall be suspended while the circumstances referred to in the Lenders
notice continue.  4.6Negotiation of alternative rate of interest.  If the Lenders notice under
Clause 4.4 is served after an Advance is made, the Borrower and the Lender
shall use reasonable endeavours to agree, within the 30 days after the date on
which the Lender serves its notice under Clause 4.4 (the Negotiation
Period), an alternative interest rate or (as the  16


case may be) an alternative basis for the
Lender to fund or continue to fund the relevant Advance or Advances during the
Interest Period concerned.  4.7Application of agreed alternative rate of interest.  Any alternative interest
rate or an alternative basis which is agreed during the Negotiation Period
shall take effect in accordance with the terms agreed.  4.8Alternative rate of interest in absence of agreement.  If an alternative interest
rate or alternative basis is not agreed within the Negotiation Period, and the
relevant circumstances are continuing at the end of the Negotiation Period,
then the Lender shall set an interest period and interest rate representing the
cost of funding of the Lender in Dollars or in any available currency of the
relevant Advance or Advances plus the Margin; and the procedure provided for by
this Clause 4.8 shall be repeated if the relevant circumstances are continuing
at the end of the interest period so set by the Lender.  4.9Notice of prepayment.  If the Borrower does not agree with an
interest rate set by the Lender under Clause 4.8, the Borrower may give the
Lender not less than 15 Business Days notice of its intention to prepay the
relevant Advance or Advances at the end of the interest period set by the
Lender.  4.10Prepayment, termination of Commitments.  A notice under Clause 4.9 shall be
irrevocable if served 3 business days before prepayment; on the last Business
Day of the interest period set by the Lender, the Borrower shall prepay
(without premium or penalty) the Loan, together with accrued interest thereon
at the applicable rate plus the Margin.  4.11Application of prepayment.  The provisions of Clause 7 shall apply in
relation to the prepayment.  5INTEREST PERIODS  5.1Commencement of Interest Periods.  The first Interest Period applicable to an
Advance shall commence on the relevant Drawdown Date and each subsequent
Interest Period shall commence on the expiry of the preceding Interest Period.  5.2Duration of normal Interest Periods.  Subject to Clauses 5.3 and 5.4, each Interest
Period in respect of each Advance shall be:  (a)3 or 6
months as notified by the Borrower to the Lender not later than 11.00 a.m.
(Athens time) 3 Business Days before the commencement of the Interest Period;  (b)in the
case of the first Interest Period applicable to the second and any subsequent
Advance of a Tranche, a period ending on the last day of the then current
Interest Period applicable to such Tranche, whereupon all of the Advances in
respect of such Tranche shall be consolidated and treated as a single advance;  (c)3
months, if the Borrower fails to notify the Lender by the time specified in
paragraph (a) above; or  (d)such
other period as the Lender may agree with the Borrower.  5.3Duration of Interest Periods for repayment instalments.  In respect of an amount due
to be repaid under Clause 7 on a particular Repayment Date, an Interest Period
in relation to the relevant Tranche shall end on that Repayment Date.  5.4Non-availability of matching deposits for Interest Period selected.  If, after the Borrower has
selected an Interest Period longer than 6 months, the Lender notifies the
Borrower by 11.00 a.m. (Athens time) on the second Business Day before the  17


commencement of the Interest Period that it
is not satisfied that deposits in Dollars for a period equal to the Interest
Period will be available to it in the London Interbank Market when the Interest
Period commences, the Interest Period shall be of 6 months.  6DEFAULT INTEREST  6.1Payment of default interest on overdue amounts.  The Borrower shall pay
interest in accordance with the following provisions of this Clause 6 on any
amount payable by the Borrower under any Finance Document which the Lender,
does not receive on or before the relevant date, that is:  (a)the
date on which the Finance Documents provide that such amount is due for
payment; or  (b)if a
Finance Document provides that such amount is payable on demand, the date on
which the demand is served; or  (c)if
such amount has become immediately due and payable under Clause 18.4, the date
on which it became immediately due and payable.  6.2Default rate of interest.  Interest shall accrue on an overdue amount
from (and including) the relevant date until the date of actual payment (as
well after as before judgment) at the rate per annum determined by the Lender
to be 2.5 per cent. above:  (a)in the
case of an overdue amount of principal, the higher of the rates set out at
paragraphs (a) and (b) of Clause 6.3; or  (b)in the
case of any other overdue amount, the rate set out at paragraph (b) of
Clause 6.3.  6.3Calculation of default rate of interest.  The rates referred to in Clause 6.2 are:  (a)the
rate applicable to the overdue principal amount immediately prior to the
relevant date (but only for any unexpired part of any then current Interest
Period);  (b)the
Margin plus, in respect of successive periods of any duration (including at
call) up to 3 months which the Lender may select from time to time:  (i)LIBOR;
or  (ii)if the
Lender determines that Dollar deposits for any such period are not being made
available to it by leading banks in the London Interbank Market in the ordinary
course of business, a rate from time to time determined by the Lender by
reference to the cost of funds to the Lender from such other sources as the
Lender may from time to time determine.  6.4Notification of interest periods and default rates.  The Lender shall promptly
notify the Borrower of each interest rate determined by the Lender under Clause
6.3 and of each period selected by the Lender for the purposes of paragraph (b) of
that Clause; but this shall not be taken to imply that the Borrower is liable
to pay such interest only with effect from the date of the Lenders
notification.  6.5Payment of accrued default interest.  Subject to the other provisions of this
Agreement, any interest due under this Clause shall be paid on the last day of
the period by reference to which it was determined.  6.6Compounding of default interest.  Any such interest which is not paid at the
end of the period by reference to which it was determined shall thereupon be
compounded.  18


6.7Application to Master Agreement. For the avoidance of doubt this Clause 6 does not apply to any
amount payable under the Master Agreement in respect of any continuing
Transaction as to which section 2(e) (Default Interest, Other Amounts) of
the Master Agreement shall apply.  7REPAYMENT
AND PREPAYMENT  7.1Amount of repayment instalments.  The Borrower shall repay the Loan by 20 equal
consecutive semi-annual instalments of $4,250,000 each and by a balloon
instalment of $71,800,000 (the Balloon
Instalment)  Providedthatif the amount of the Loan drawndown
hereunder is less than $156,800,000, each of the repayment instalments and the
Balloon Instalment shall be reduced pro rata by an amount in aggregate equal to
the undrawn balance.  7.2Repayment Dates.  The first instalment shall be repaid on the
earlier of:  (a)the date falling on 30 months
after the Delivery Date of Ship B or any other later date allowed pursuant to Article VIII
of the Shipbuilding Contract (B); and  (b)31 December 2011, and  the last instalment together with the
Balloon Instalment shall be paid on the earlier of the twelfth anniversary of
the final Drawdown Date and 30 June 2021.  7.3Final Repayment Date.  On the final Repayment Date, the Borrower
shall additionally pay to the Lender all other sums then accrued or owing under
any Finance Document.  7.4Voluntary prepayment.  Subject to the following conditions, the
Borrower may prepay the whole or any part of the Loan on the last day of an
Interest Period in respect thereof.  7.5Conditions for voluntary prepayment.  The conditions referred to in Clause 7.4 are
that:  (a)a partial prepayment shall be
$2,000,000 or a multiple thereof;  (b)the Lender has received from
the Borrower at least 15 days prior written notice specifying the amount to be
prepaid and the date on which the prepayment is to be made; and  (c)the Borrower has provided
evidence satisfactory to the Lender that any consent required by the Borrower
in connection with the prepayment has been obtained and remains in force.  7.6Effect of notice of prepayment.  A prepayment notice may not be withdrawn or
amended without the consent of the Lender, and the amount specified in the
prepayment notice shall become due and payable by the Borrower on the date for
prepayment specified in the prepayment notice.  7.7Mandatory prepayment.  The Borrower shall be obliged to prepay the
Relevant Tranche:  (a)if a Ship is sold or becomes a
Total Loss:  (i)in the case of a sale, on or
before the date on which the sale is completed by delivery of that Ship to the
buyer; or  19


(ii)in the case of a Total Loss,
on the earlier of the date falling 120 days after the Total Loss Date and the
date of receipt by the Lender of the proceeds of insurance relating to such
Total Loss;  (b)if any of the following
occurs, on demand by the Lender:  (i)either a Shipbuilding Contract
or a Refund Guarantee is cancelled, terminated, rescinded or suspended or
otherwise ceases to remain in full force and effect for any reason; or  (ii)a Shipbuilding Contract is
materially.amended or varied without the prior written consent of the Lender
except for any such amendment or variation as is permitted by this Agreement or
any other relevant Finance Document; or  (iii)a Ship has not for any reason
been delivered to, and accepted by, the relevant Owner under the Shipbuilding
Contract to which it is a party by the last day of the relevant Availability
Period applicable to the Tranche which shall be used to part-finance that Ship.  In this Clause 7.7, Relevant Tranche
means, in relation to a Ship, the Tranche used to part-finance that Ship.  7.8Amounts payable on prepayment.  A prepayment shall be made together with
accrued interest (and any other amount payable under Clause 20 below or
otherwise) in respect of the amount prepaid and, if the prepayment is not made
on the last day of an Interest Period together with any sums payable under
Clause 20.1(b) but without premium or penalty.  7.9Application of partial prepayment.  Each partial prepayment shall if made
pursuant to Clause 7.4 be applied in inverse order of maturity first against
the Balloon Instalments and thereafter the repayment instalments outstanding at
that time, unless otherwise agreed by the Lender.  7.10No reborrowing.  No amount prepaid may be reborrowed.  8CONDITIONS
PRECEDENT  8.1Documents, fees and no default.  The Lenders obligation to make an Advance is
subject to the following conditions precedent:  (a)that on or before the date of
this Agreement, the Lender receives:  (i)the documents described in Part A
of Schedule 2 in a form and substance satisfactory to the Lender and its
lawyers; and  (ii)the arrangement fee and all
accrued commitment fee referred to in Clause 19.1;  (b)that, on or before the service
of the first Drawdown Notice in respect of each Tranche, the Lender receives
the documents described in Part B of Schedule 2 in form and substance
satisfactory to it and its lawyers;  (c)that, on or before the service
of the second Drawdown Notice in respect of each Tranche, the Lender receives
the documents described in Part C of Schedule 2 in form and substance
satisfactory to it and its lawyers;  (d)that, on or before the service
of the third Drawdown Notice in respect of each Tranche, the Lender receives
the documents described in Part D of Schedule 2 in form and substance
satisfactory to it and its lawyers;  20


(e)that, on or before the service
of the fourth Drawdown Notice in respect of each Tranche, the Lender receives
the documents described in Part E of Schedule 2 in form and substance
satisfactory to it and its lawyers;  (f)that, on or before the service
of the final Drawdown Notice in respect of each Ship, the Lender receives the
documents described in Part F of Schedule 2 in relation to the relevant
Ship in form and substance satisfactory to the Lender and its lawyers;  (g)that on or before the Final
Drawdown Date in respect of a Tranche, the Lender receives the arrangement fee
due on the Delivery Date of the Ship being part-financed by that Tranche as
specified in Clause 19.1(a);  (h)that, on or before the service
of the Drawdown Notice in respect of the final Advance to be made pursuant to
the terms of this Agreement, the Lender receives any accrued (but unpaid) commitment
fee payable pursuant to Clause 19.1(b) and has received payment of the
expenses referred to in Clause 19.2;  (i)that both at the date of each
Drawdown Notice and at each Drawdown Date:  (i)no Event of Default or
Potential Event of Default has occurred and is continuing or would result from
the borrowing of the relevant Advance; and  (ii)the representations and
warranties in Clause 9 and those of the Borrower or any Security Party which
are set out in the other Finance Documents would be true and not misleading if
repeated on each of those dates with reference to the circumstances then
existing; and  (iii)none of the circumstances
contemplated by Clause 4.4 has occurred and is continuing;  (iv)there has been no material
adverse change in the financial position, state of affairs or prospects of the
Borrower or the Owners in the light of which the Lender considers that there is
a significant risk that the Borrower or any Security Party is, or will later
become, unable to discharge its liabilities under the Finance Documents to
which it is a party as they fall due; and  (j)that, if the ratio set out in
Clause 14.1 were applied immediately following the making of the relevant
Advance, the Borrower would not be obliged to provide additional security or prepay
part of the Loan under that Clause; and  (k)that the Lender has received,
and found to be acceptable to it, any further opinions, consents, agreements
and documents in connection with the Finance Documents which the Lender may
request by notice to the Borrower prior to the relevant Drawdown Date.  8.2Waiver of conditions precedent.  If the Lender at its discretion, permits an
Advance to be borrowed before certain of the conditions referred to in Clause
8.1 are satisfied, the Borrower shall ensure that those conditions are
satisfied within 5 Business Days after the relevant Drawdown Date (or such
longer period as the Lender may specify).  9REPRESENTATIONS
AND WARRANTIES  9.1General. 
The Borrower represents and warrants to the Lender as follows.  9.2Status. 
The Borrower is a corporation domesticated in and validly existing and
in good standing under the laws of the Republic of the Marshall Islands.  9.3Share capital and ownership.  The Borrower has an authorised share capital
divided into 205,000,000 shares of $0.01 each divided into 200,000,000 shares
of common stock  21


and 5,000,000 shares of preferred
stock.  The Borrower is the indirect and
ultimate owner of all of the issued share capital of each Owner.  9.4Corporate power.  The Borrower (or in the case of paragraphs (a) and
(b), each Owner) has the corporate capacity, and has taken all corporate action
and obtained all consents necessary for it:  (a)to execute its Shipbuilding
Contract, to purchase and pay for its Ship under the relevant Shipbuilding
Contract and register its Ship in its name under an Approved Flag;  (b)to enter into, and perform its
obligations under, the Charterparty to which it is a party;  (c)to execute the Finance Documents
to which the Borrower is a party; and  (d)to borrow under this
Agreement, to enter into Transactions under the Master Agreement and to make
all the payments contemplated by, and to comply with, those Finance Documents
to which the Borrower is a party.  9.5Consents in force.  All the consents referred to in Clause 9.4
remain in force and nothing has occurred which makes any of them liable to
revocation.  9.6Legal validity; effective Security Interests.  The Finance Documents to
which the Borrower is a party, do now or, as the case may be, will, upon
execution and delivery (and, where applicable, registration as provided for in
the Finance Documents):  (a)constitute the Borrowers
legal, valid and binding obligations enforceable against the Borrower in
accordance with their respective terms; and  (b)create legal, valid and
binding Security Interests enforceable in accordance with their respective
terms over all the assets to which they, by their terms, relate,  subject to any relevant
insolvency laws affecting creditors rights generally.  9.7No third party Security Interests.  Without limiting the generality of Clause
9.6, at the time of the execution and delivery of each Finance Document to
which the Borrower is a party:  (a)the Borrower will have the
right to create all the Security Interests which that Finance Document purports
to create; and  (b)no third party will have any
Security Interest (except for Permitted Security Interests) or any other
interest, right or claim over, in or in relation to any asset to which any such
Security Interest, by its terms, relates.  9.8No conflicts.  The execution by the Borrower of each Finance
Document to which it is a party, and the borrowing by the Borrower of the Loan,
and its compliance with each Finance Document to which it is a party will not
involve or lead to a contravention of:  (a)any law or regulation; or  (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.  9.9No withholding taxes.  All payments which the Borrower is liable to
make under the Finance Documents to which it is a party may be made without
deduction or withholding for or on account of any tax payable under any law of
any Pertinent Jurisdiction.  22


9.10No default.  No Event of Default or Potential Event of
Default has occurred and is continuing.  9.11Information.  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 10.5.  9.12No litigation.  No legal or administrative action involving
the Borrower has been commenced or taken or, to the Borrowers knowledge, is
likely to be commenced or taken which, in either case, would be likely to have
a material adverse effect on the Borrowers ability to satisfy and discharge in
a timely manner any of its liabilities or obligations under any Finance
Document.  9.13Validity and completeness of Shipbuilding Contracts.  (a)The copies of the Shipbuilding
Contracts delivered to the Lender before the date of this Agreement are true
and complete copies;  (b)each Shipbuilding Contract
constitutes valid, binding and enforceable obligations of the Builder and the
relevant Owner respectively in accordance with its terms; and  (c)other than those amendments
and additions to either Shipbuilding Contract disclosed to the Lender before
the date of this Agreement, no amendments or additions to either of the
Shipbuilding Contracts have been agreed nor has either Owner or the Builder
waived any of their respective rights under the Shipbuilding Contracts.  9.14No
rebates etc.There is no agreement or
understanding to allow or pay any rebate, premium, commission, discount or
other benefit or payment (howsoever described) to the Owners, the Builder or
any third party in connection with the purchase by each Owner of the Ship to be
owned by it, other than as disclosed to the Lender in writing on or prior to the
date of this Agreement.  9.15Taxes paid.  The Borrower has paid all taxes applicable
to, or imposed on or in relation to the Borrower and its business.  9.16Compliance with certain
undertakings. 
At the date of this Agreement, the Borrower is in compliance with
Clauses 10.2, 10.4, 10.9 and 10.12.  9.17ISM Code and ISPS Code compliance.  All requirements of the ISM Code and the ISPS
Code as they relate to the Borrower, either Owner, the Approved Manager and
either Ship have been complied with.  9.18No money laundering.  Without prejudice to the
generality of Clause 2.2, in relation to the borrowing by the Borrower of the
Loan, the performance and discharge of its obligations and liabilities under
the Finance Documents, and the transactions and other arrangements effected or
contemplated by the Finance Documents to which the Borrower is a party, the
Borrower confirms that it is acting for its own account and that the foregoing
will not involve or lead to contravention of any law, official requirement or other
regulatory measure or procedure implemented to combat money laundering (as
defined in Article 1 of the Directive (91/308/EEC) of the Council of the
European Communities).  10GENERAL
UNDERTAKINGS  10.1General. 
The Borrower undertakes with the Lender to comply with the following
provisions of this Clause 10 at all times during the Security Period except as
the Lender may otherwise permit.  23


10.2Title; negative pledge and pari passu ranking. The Borrower will:  (a)indirectly hold the entire beneficial
interest in, each Owner, free from all Security Interests and other interests
and rights of every kind, except for those created by the Finance Documents;  (b)not create or permit to arise
any Security Interest over any other asset, present or future other than in the
normal course of its business of acquiring, financing and operating vessels;
and  (c)procure that its liabilities
under the Finance Documents to which it is a party do and will rank at least
pari passu with all its other present and future unsecured liabilities, except
for liabilities which are mandatorily preferred by law.  10.3No disposal of assets.  The Borrower will not transfer, lease or
otherwise dispose of:  (a)all or a substantial part of
its assets (including without limitation, the shares of the Owners), whether by
one transaction or a number of transactions, whether related or not; or  (b)any debt payable to it or any
other right (present, future or contingent) to receive a payment, including any
right to damages or compensation,  if such
transfer, lease or disposal results in a reduction of the Market Value Adjusted
Total Assets by at least 50 per cent. (in all other circumstances the Borrower
shall be deemed to have complied with its obligations under this Clause 10.3 by
providing the Lender with prior written notice of its decision to transfer,
lease or otherwise dispose of its assets as aforesaid).  10.4No other liabilities or obligations to be incurred. The Borrower will not, and will procure that none of the Owners
will, incur any liability or obligation except liabilities and obligations:  (a)under the Finance Documents
and the Shipbuilding Contract to which each is a party;  (b)under the Master Agreement;  (c)incurred, in the case of each
Owner, in the normal course of its business of operating vessels; and  (d)incurred, in the case of the
Borrower, in the normal course of its business of acquiring and financing
vessels through its wholly-owned subsidiaries.  10.5Information provided to be accurate.  All financial and other information which is
provided in writing by or on behalf of the Borrower under or in connection with
any Finance Document will be true and not misleading and will not omit any
material fact or consideration.  10.6Provision of financial statements. The
Borrower will send to the Lender:  (a)as soon as possible, but in no
event later than 150 days after the end of each Financial Year of the Borrower
(commencing with the Financial Year ended 31 December 2007), the audited
consolidated accounts of the Borrowers Group for that Financial Year and the
audited individual accounts of the Borrower for that Financial Year; and  (b)as soon as possible, but in no
event later than 90 days after the end of each financial quarter in each
Financial Year of the Borrower, the unaudited consolidated accounts of the
Borrowers Group for that 3-month period.  24


10.7Form of financial statements.  All accounts (audited and unaudited)
delivered under Clause 10.6 will:  (a)be prepared in accordance with
all applicable laws and USGAAP consistently applied;  (b)give a true and fair view of
the state of affairs of the Borrower or (as the case may be) the Borrowers
Group at the date of those accounts and of 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 or (as the case may be) the
Borrowers Group.  10.8Shareholder and creditor notices. The
Borrower will send the Lender, 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).  10.9Consents.  The Borrower will maintain in force and
promptly obtain or renew (or, as the case may be, will procure that there is
maintained in force and promptly obtained or renewed), and will promptly send
certified copies to the Lender of, all consents required:  (a)for the Borrower and each
Owner to perform its obligations under any Finance Document to which it is a
party;  (b)for the validity or
enforceability of any Finance Document to which it is a party; and  (c)for each Owner to continue to
own and operate the Ship owned by it,  and the
Borrower will comply (or procure compliance) with the terms of all such
consents.  10.10Maintenance of Security Interests. The
Borrower will:  (a)at its own cost, do all that
it reasonably can to ensure that any Finance Document validly creates the
obligations and the Security Interests which it purports to create; and  (b)without limiting the generality
of paragraph (a) at its own cost, promptly register, file, record or enrol
any Finance Document with any court or authority in the Marshall Islands,
Liberia, Greece, Panama, Bahamas or Cyprus or such other jurisdiction which the
Lender may reasonably require (including, without limitation, any Approved Flag
State if at the relevant time a Ship is registered under the laws of such
Approved Flag State), pay any stamp, registration or similar tax in any such
country in respect of any Finance Document, give any notice or take any other
step which, in the opinion of the Lender, is or has become necessary or
desirable for any Finance Document to be valid, enforceable or admissible in
evidence or to ensure or protect the priority of any Security Interest which it
creates.  10.11Notification of litigation.  The Borrower will provide the Lender with
details of any legal or administrative action involving the Borrower, any
Security Party, the Approved Manager or the Ships, their Earnings or their
Insurances as soon as such action is instituted or it becomes apparent to that
Borrower that it is likely to be instituted, unless it  25


is
clear that the legal or administrative action cannot be considered material in
the context of any Finance Document.  10.12Principal place of business.  The Borrower will maintain its place of
business, and keep its corporate documents and records, at the address stated
at Clause 27.2(a) and the Borrower will not establish, nor do anything as
a result of which it would be deemed to have, a place of business in any other
country.  10.13Confirmation of no default.  The Borrower will, within 3 Business Days
after service by the Lender of a written request, serve on the Lender a notice
which is signed by an authorised officer of the Borrower and which:  (a)states that no Event of
Default or Potential Event of Default has occurred; or  (b)states that no Event of
Default or Potential Event of Default has occurred, except for a specified
event or matter, of which all material details are given,  The Lender may serve requests
under this Clause 10.13 from time to time; 
this Clause 10.13 does not affect the Borrowers obligations under
Clause 10.14.  10.14Notification of default.  The Borrower will notify the Lender as soon
as the Borrower becomes aware of:  (a)the occurrence of an Event of
Default or a Potential Event of Default; or  (b)any matter which indicates
that an Event of Default or a Potential Event of Default may have occurred,  and will thereafter keep the
Lender fully up-to-date with all developments.  10.15Provision of further information.  The Borrower will, as soon as practicable
after receiving the request, provide the Lender with any additional financial
or other information relating:  (a)to the Borrower, the Ships,
their Insurances, their Earnings or the Owners; or  (b)any other matter relevant to,
or to any provision of, a Finance Document, which in each case may be requested
by the Lender at any time.  10.16No amendment to the Shipbuilding Contracts.  The Borrower will ensure
that neither Owner shall agree to any material amendment or supplement to, or
waive or fail to enforce, a Shipbuilding Contract to which such Owner is a
party to or any of its provisions.  10.17Purchase of further tonnage.  The Borrower shall procure
that no Owner shall purchase any vessel other than the Ships.  10.18Know your customer requirements.  The Borrower shall provide
to the Lender (or any of them) such documentation and evidence as may be
required by the Lender from time to time to comply with applicable law and
regulations and its own internal guidelines in relation to the opening of bank
accounts and the identification of its customers.  10.19Provision of copies and translation of documents.  If the Lender so requires,
the Borrower will supply the Lender 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 Lender.  26


10.20Tax Lease Structure.  The Borrower may place any
Ship within a tax lease structure, with the prior written consent of the
Lender, such consent to be unreasonably withheld.  11CORPORATE
UNDERTAKINGS  11.1General. 
The Borrower also undertakes with the Lender to comply with the
following provisions of this Clause 11 at all times during the Security Period
except as the Lender may otherwise permit (such permission not to be
unreasonably withheld in the case of Clause 11.3(e)).  11.2Maintenance of status.  The Borrower will maintain its separate
corporate existence and remain in good standing under the laws of the Marshall
Islands.  11.3Negative undertakings. The Borrower will
not:  (a)change the nature of its
business; or  (b)pay any dividend or make any
other form of distribution at any time when an Event of Default or a Potential
Event of Default has occurred and is continuing or will result from the payment
of any dividend or the making of any other form of distribution;  (c)effect any form of redemption,
purchase or return of share capital at any time when an Event of Default or a
Potential Event of Default has occurred or is continuing or will result from
any form of redemption, purchase or return of share capital; or  (d)provide any form of credit or
financial assistance to:  (i)a person who is directly or
indirectly interested in the Borrowers share or loan capital; or  (ii)any company in or with which
such a person is directly or indirectly interested or connected,  or enter into
any transaction with or involving such a person or company on terms which are,
in any respect, less favourable to the Borrower than those which it could
obtain in a bargain made at arms length Provided
that this shall not prevent or restrict the Borrower from on-lending
the Loan to the Owners; or  (e)enter into any form of
amalgamation, merger or de-merger or any form of reconstruction or
reorganisation; or  (f)cause the shares of the
Borrower to cease to be listed on the New York Stock Exchange.  11.4Subordination of rights of Borrower. All rights which the Borrower at any time has
(whether in respect of the on-lending of the Loan or any other transaction)
against either Owner or their assets shall be fully subordinated to the rights
of the Lender under the Finance Documents; 
and in particular, the Borrower shall not during the Security Period:  (a)claim, or in a bankruptcy of
either Owner prove for, any amount payable to the Borrower by either Owner,
whether in respect of this or any other transaction;  (b)take or enforce any Security
Interest for any such amount; or  (c)claim to set-off any such
amount against any amount payable by the Borrower to either Owner.  27


11.5Financial
Covenants.The Borrower shall ensure that
at all times:  (a)the ratio of Total Liabilities
(after deducting all Cash and Cash Equivalents) to Market Value Adjusted Total
Assets (after deducting all Cash and Cash Equivalents) shall not exceed 0.7:1;  (b)the aggregate of all Cash and
Cash Equivalents shall 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s Group shall not be less than the higher of $400,000,000
and 30 per cent. of the Total Assets; and  (e)the Book Net Worth of the
Borrowers Group shall not be less than $250,000,000.  11.6Compliance
check.Compliance with the undertakings contained in
Clause 11.5 shall be determined in each Financial Year:  (a)at the time the Lender
receives the Applicable Accounts of the Borrowers Group for the first 6-month
period of the Borrowers Group in each Financial Year (pursuant to Clause
10.6(b)), by reference to the unaudited Applicable Accounts for the first two
financial quarters in the relevant Financial Year and, in the case of the
second 6-month period, by reference to the audited Applicable Accounts of the
Borrowers Group in each Financial Year;  (b)at any other time as the
Lender may reasonably request by reference to such evidence as the Lender may
require to determine and calculate the financial covenants referred to in
Clause 11.5.  At the same time as it delivers the
Applicable Accounts referred to in this Clause 11.6, the Borrower shall deliver
to the Lender a certificate in the form set out in Schedule 4 demonstrating its
compliance (or not, as the case may be) with the provisions of Clause 11.5
signed by the chief financial officer of the Borrower.  11.7Maintenance of ownership of
Owners.The Borrower shall remain the ultimate
legal and beneficial owner of the entire issued and allotted share capital of
each Owner free from any Security Interest.  11.8Minimum Liquidity.  The Borrower shall ensure that, together with
the Owners it maintains at all times following the date falling six months from
the Delivery Date of Ship A average monthly credit balances of not less than
$2,000,000 in aggregate in deposit accounts with the Lender (including, without
limitation, the Earnings Account and the Danaos Earnings Account).  12INSURANCE  12.1General.The Borrower undertakes with the Lender to
procure that each Owner will comply with the following provisions of this
Clause 12 at all times during the Security Period (after the Ship which is
owned or to be owned by that Owner has been delivered to it under the relevant
Shipbuilding Contract) except as the Lender may otherwise permit.  12.2Maintenance
of obligatory insurances.The Borrower
shall procure that each Owner shall keep the Ship owned by it insured at the
expense of that Owner against:  (a)fire and usual marine risks
(including hull and machinery and excess risks); and  (b)war risks; and  28


(c)protection and indemnity
risks; and  (d)any other risks against which
the Lender considers, having regard to practices and other circumstances
prevailing at the relevant time, it would in the opinion of the Lender be
reasonable for that Owner to insure and which are specified by the Lender by
notice to that Owner.  12.3Terms of
obligatory insurances.The Borrower shall procure that each Owner shall
effect such insurances:  (a)in Dollars;  (b)in the case of fire and usual
marine risks and war risks, in an amount on an agreed value basis being at
least the greater of (i) the Market Value of the Ship owned by it and (ii) together
with any other Ship then subject to a Mortgage 115 per cent. of:  (i)the Loan; less  (ii)the aggregate of all
Pre-Delivery Advances;  (c)in the case of oil pollution
liability risks, for an aggregate amount equal to the highest level of cover
from time to time available under basic protection and indemnity club entry and
in the international marine insurance market;  (d)in relation to protection and
indemnity risks in respect of the full tonnage of the Ship owned by it;  (e)on approved terms; and  (f)through approved brokers and
with approved insurance companies and/or underwriters or, in the case of war
risks and protection and indemnity risks, in approved war risks and protection
and indemnity risks associations.  12.4Further
protections for the Lender.In addition to
the terms set out in Clause 12.3, the Borrower shall procure that the
obligatory insurances shall:  (a)(except in relation to risks
referred to in Clause 12.2(c)) if the Lender so requires name (or be amended to
name) the Lender as additional named assured for its rights and interests,
warranted no operational interest and with full waiver of rights of subrogation
against the Lender, but without the Lender thereby being liable to pay (but
having the right to pay) premiums, calls or other assessments in respect of
such insurance;  (b)name the Lender as sole loss
payee with such directions for payment as the Lender may specify;  (c)provide that all payments by
or on behalf of the insurers under the obligatory insurances to the Lender
shall be made (other than in respect of premiums due in relation to the Ships)
without set-off, counterclaim or deductions or condition whatsoever;  (d)provide that such obligatory
insurances shall be primary without right of contribution from other insurances
which may be carried by the Lender; and  (e)provide that the Lender may
make proof of loss if the Owners fail to do so.  12.5Renewal
of obligatory insurances.The Borrower
shall procure that each Owner shall:  (a)at least 21 days before the
expiry of any obligatory insurance affected by it:  29


(i)notify the Lender of the
brokers (or other insurers) and any protection and indemnity or war risks
association through or with whom that Owner proposes to renew that insurance
and of the proposed terms of renewal; and  (ii)obtain the Lenders approval
to the matters referred to in paragraph (i) above;  (b)at least 14 days before the
expiry of any obligatory insurance affected by it, renew the insurance in
accordance with the Lenders approval pursuant to paragraph (a); and  (c)procure that the approved
brokers and/or the war risks and protection and indemnity associations with
which such a renewal is effected shall promptly after the renewal notify the
Lender in writing of the terms and conditions of the renewal.  12.6Copies of
policies; letters of undertaking.The
Borrower shall procure that each Owner shall ensure that all approved brokers
provide the Lender with proforma copies of all policies relating to the
obligatory insurances which they effect or renew and of a letter or letters of
undertaking in a form required by the Lender and including undertakings by the
approved brokers that:  (a)they will have endorsed on
each policy, immediately upon issue, a loss payable clause and a notice of
assignment complying with the provisions of Clause 12.4;  (b)they will hold such policies,
and the benefit of such insurances, to the order of the Lender in accordance
with the said loss payable clause;  (c)they will advise the Lender
immediately of any material change to the terms of the obligatory insurances;  (d)they will notify the Lender,
not less than 14 days before the expiry of the obligatory insurances, in the
event of their not having received notice of renewal instructions from that
Owner or its agents and, in the event of their receiving instructions to renew,
they will promptly notify the Lender of the terms of the instructions; and  (e)they will not (other than in
respect of premiums due in relation to the other Ship) set off against any sum
recoverable in respect of a claim relating to the Ship owned by that Owner
under such obligatory insurances any premiums or other amounts due to them or
any other person whether in respect of that Ship or otherwise, they waive any
lien on the policies or, any sums received under them, which they might have in
respect of such premiums or other amounts, and they will not cancel such
obligatory insurances by reason of non-payment of such premiums or other
amounts, and will arrange for a separate policy to be issued in respect of that
Ship forthwith upon being so requested by the Lender.  12.7Copies of
certificates of entry.The Borrower
shall procure that each Owner shall ensure that any protection and indemnity
and/or war risks associations in which the Ship owned by that Owner is entered
provides the Lender with:  (a)a certified copy of the
certificate of entry for that Ship; and  (b)a letter or letters of
undertaking in such form as may be required by the Lender; and  (c)where required to be issued
under the terms of insurance/indemnity provided by that Owners protection and
indemnity association, a certified copy of each United States of America voyage
quarterly declaration (or other similar document or documents) made by that
Owner in relation to its Ship in accordance with the requirements of such
protection and indemnity association; and  30


(d)a certified copy of each
certificate of financial responsibility for pollution by oil or other
Environmentally Sensitive Material issued by the relevant certifying authority
in relation to that Ship.  12.8Deposit
of original policies.The Borrower
shall procure that each Owner shall ensure that all policies relating to
obligatory insurances affected by it are deposited with the approved brokers
through which the insurances are effected or renewed.  12.9Payment
of premiums.The Borrower shall procure that
each Owner shall punctually pay all premiums or other sums payable in respect
of the obligatory insurances affected by it and produce all relevant receipts
when so required by the Lender.  12.10Guarantees.The Borrower shall procure that each Owner
shall ensure that any guarantees required by a protection and indemnity or war
risks association are promptly issued and remain in full force and effect.  12.11Compliance
with terms of insurances.The Borrower
shall procure that neither Owner does or omits to do (or permits to be done or
not to be done) any act or thing which would or might render any obligatory
insurance invalid, void, voidable or unenforceable or render any sum payable
thereunder repayable in whole or in part; and in particular:  (a)each Owner shall take all
necessary action and comply with all requirements which may from time to time
be applicable to the obligatory insurances, and (without limiting the
obligation contained in Clause 12.7(c) above) ensure that the obligatory
insurances are not made subject to any exclusions or qualifications to which
the Lender has not given its prior approval;  (b)each Owner shall make any
changes relating to the classification or classification society or manager or
operator of the Ship owned by it unless approved where applicable by the
underwriters of the obligatory insurances;  (c)each Owner shall make all
quarterly or other voyage declarations which may be required by the protection
and indemnity risks association in which the Ship owned by it is entered to
maintain cover for trading to the United States of America and Exclusive
Economic Zone (as defined in the United States Oil Pollution Act 1990 or any
other applicable legislation); and  (d)neither Owner shall employ the
Ship owned by it, nor shall allow it to be employed, otherwise than in
conformity with the terms and conditions of the obligatory insurances, without
first obtaining the consent of the insurers and complying with any requirements
(as to extra premium or otherwise) which the insurers specify.  12.12Alteration
to terms of insurances.The Borrower
shall procure that neither Owner shall either make or agree to any alteration
to the terms of any obligatory insurance or waive any right relating to any
obligatory insurance.  12.13Settlement
of claims.The Borrower shall procure that
neither Owner shall settle, compromise or abandon any claim under any
obligatory insurance for Total Loss or (subject as herein provided) for a Major
Casualty, and shall do all things necessary and provide all documents, evidence
and information to enable the Lender to collect or recover any moneys which at
any time become payable in respect of the obligatory insurances.  12.14Provision
of copies of communications.If the Lender shall
so request in respect of an Owner, the Borrower shall procure that that Owner
shall provide the Lender, at the time of each such communication, or as
otherwise specified by the Lender, copies of all written communications which
may be reasonably requested by the Lender, between that Owner and:  31


(a)the approved brokers; and  (b)the approved protection and
indemnity and/or war risks associations; and  (c)the approved insurance
companies and/or underwriters,  which relates directly or indirectly to:  (i)that Owners obligations relating to the obligatory
insurances including, without limitation, all requisite declarations and
payments of additional premiums or calls; and  (ii)any credit arrangements made between that Owner and
any of the persons referred to in paragraphs (a) or (b) above
relating wholly or partly to the effecting or maintenance of the obligatory
insurances.  12.15Provision
of information.In addition,
the Borrower shall procure that each Owner shall promptly provide the Lender
(or any persons which it may designate) with any information which the Lender
(or any such designated person) reasonably requests for the purpose of:  (a)obtaining or preparing any
report from an independent marine insurance broker as to the adequacy of the
obligatory insurances effected or proposed to be effected; and/or  (b)effecting, maintaining or
renewing any such insurances as are referred to in Clause 12.16 below or
dealing with or considering any matters relating to any such insurances,  and the Borrower shall
forthwith upon demand, indemnify the Lender in respect of all fees and other
expenses reasonably incurred by or for the account of the Lender in connection
with any such report as is referred to in paragraph (a) above.  12.16Mortgagees
interest and additional perils insurances.The
Lender shall effect, maintain and renew all or any of the following insurances,
on such terms, conditions, through such insurers and generally in such manner
as the Lender may from time to time consider appropriate:  (a)a mortgagees interest marine
insurance in relation to each Ship in an amount of not less than 115 per cent.
of the Tranche applicable to that Ship, providing for the indemnification of
the Lender for any losses under or in connection with any Finance Document
which directly or indirectly result from loss of or damage to either Ship or a
liability of either Ship or of either Owner, being a loss or damage which is
prima facie covered by an obligatory insurance but in respect of which there is
a non-payment (or reduced payment) by the underwriters by reason of, or on the
basis of an allegation concerning:  (i)any act or omission on the
part of an Owner, of any operator, charterer, manager or sub-manager of the
Ship owned by it or of any officer, employee or agent of an Owner or of any
such person, including any breach of warranty or condition or any
non-disclosure relating to such obligatory insurance;  (ii)any act or omission, whether
deliberate, negligent or accidental, or any knowledge or privity of an Owner,
any other person referred to in paragraph (i) above, or of any officer,
employee or agent of that Owner or of such a person, including the casting away
or damaging of the Ship owned by it and/or the Ship owned by it being
unseaworthy; and/or  (iii)any other matter capable of
being insured against under a mortgagees interest marine insurance policy
whether or not similar to the foregoing;  32


(b)a mortgagees interest
additional perils policy in relation to each Ship in an amount of not less than
120 per cent. of the Tranche applicable to that Ship, providing for the
indemnification of the Lender against, among other things, any possible losses
or other consequences of any Environmental Claim, including the risk of
expropriation, arrest or any form of detention of a Ship, the imposition of any
Security Interest over a Ship and/or any other matter capable of being insured
against under a mortgagees interest additional perils policy,  and the Borrower shall
upon demand fully indemnify the Lender in respect of all premiums and other
reasonable expenses which are incurred in connection with or with a view to
effecting, maintaining or renewing any such insurance or dealing with, or
considering, any matter arising out of any such insurance.  12.17Review of
insurance requirements.The Lender
shall be entitled to review after prior consultation with the Borrower the
requirements of this Clause 12 from time to time in order to take account of
any changes in circumstances after the date of this Agreement which are, in the
opinion of the Lender, significant and capable of affecting either Owner or
either Ship and its or their insurance (including, without limitation, changes
in the availability or the cost of insurance coverage or the risks to which the
Owners may be subject).  12.18Modification
of insurance requirements.The Lender
shall promptly notify the Borrower and the Owners of any proposed modification
under Clause 12.17 to the requirements of this Clause 12 which the Lender
reasonably consider appropriate in the circumstances, and such modification
shall take effect on and from the date it is notified in writing to the
Borrower as an amendment to this Clause 12 and shall bind the Borrower
accordingly.  12.19Compliance
with mortgagees instructions.The Lender
shall be entitled (without prejudice to or limitation of any other rights which
it may have or acquire under any Finance Document) to require a Ship to remain
at any safe port or to proceed to and remain at any safe port designated by the
Lender until the relevant Owner implements any amendments to the terms of the
obligatory insurances and any operational changes required as a result of a
notice served under Clause 12.18 and the Borrower shall procure that the Owners
comply with such requirement within a reasonable period or time in the context
of the then prevailing circumstances.  13SHIP
COVENANTS  13.1General.The Borrower also undertakes with the
Lender to procure that each Owner complies with the following provisions of
this Clause 13 at all times during the Security Period except as the Lender,
may otherwise permit (such permission not to be unreasonably withheld in the
case of a proposed change of port of registry under the same flag of a Ship).  13.2Ships
name and registration.Each Owner
shall keep the Ship owned by it registered in its name under an Approved Flag;
shall not do or allow to be done anything as a result of which such registration
might be cancelled or imperilled; and shall not change the name or port of
registry of that Ship.  13.3Repair
and classification.Each Owner
shall keep the Ship owned by it in a good and safe condition and state of
repair:  (a)consistent with first-class
ship ownership and management practice;  (b)so as to maintain the highest
class with a classification society which is a member of the International
Association of Classification Societies and which is acceptable to the Lender
free of all overdue recommendations and conditions affecting class; and  33


(c)so as to comply with all laws
and regulations applicable to vessels registered at ports in the Approved Flag
State or to vessels trading to any jurisdiction to which that Ship may trade
from time to time, including but not limited to the ISM Code, the ISM Code
Documentation, the ISPS Code and the ISPS Code Documentation.  13.4Modification.The Borrower shall procure that neither Owner
shall make any modification or repairs to, or replacement of, the Ship owned by
it or equipment installed on her which would or might materially alter the
structure, type or performance characteristics of that Ship or materially
reduce her value.  13.5Removal
of parts.The Borrower shall procure that neither Owner
shall remove any material part of the Ship owned by it, or any item of
equipment installed on, that Ship unless the part or item so removed is
forthwith replaced by a suitable part or item which is in the same condition as
or better condition than the part or item removed, is free from any Security
Interest or any right in favour of any person other than the Lender and becomes
on installation on that Ship the property of the relevant Owner and subject to
the security constituted by the relevant Mortgage and, as the case may be, the
Deed of Covenant Provided that an Owner may install
equipment owned by a third party if the equipment can be removed without any
risk of damage to the Ship owned by it.  13.6Surveys.The Borrower shall procure that each Owner
shall submit the Ship owned by it regularly to all periodical or other surveys
which may be required for classification purposes and, if so required by the
Lender, provide the Lender with copies of all survey reports.  13.7Inspection.  The Borrower shall:  (a)ensure that each Owner shall
permit the Lender (by surveyors or other persons appointed by it for that
purpose) to board the Ship (at the risk of the relevant Owner save where any
loss is shown to have been directly and mainly caused by the gross negligence
or wilful misconduct of such surveyor or other person) owned by it at all
reasonable times to inspect her condition or to satisfy themselves about
proposed or executed repairs or to prepare a survey report (at the reasonable
cost of the Borrower) in respect of such Ship and shall afford all proper
facilities for such inspections Provided that
such boarding and inspection does not materially disrupt the relevant Ships
reasonable operation, repairs or maintenance; and  (b)ensure that each Ship shall,
both at the time of the survey referred to in this Clause 13.7 and at all other
times throughout the Security Period, be in a good and safe condition and state
of repair.  13.8Prevention
of and release from arrest.The Borrower
shall procure that each Owner shall promptly discharge or settle:  (a)all liabilities which give or
may give rise to maritime or possessory liens on or claims enforceable against
the Ship owned by it, her Earnings or her Insurances other than such liens and
claims arising in the ordinary course of business (which must in any event be
discharged in accordance with best ship management practice);  (b)all taxes, dues and other
amounts charged in respect of the Ship owned by it, the Earnings or the
Insurances; and  (c)all other outgoings whatsoever
in respect of the Ship owned by it, the Earnings or the Insurances,  and, forthwith upon
receiving notice of the arrest of that Ship, or of her detention in exercise or
purported exercise of any lien or claim, the Borrower shall procure that the
relevant  34


Owner of that Ship shall
procure her release within 5 Business Days of receiving such notice by
providing bail or otherwise as the circumstances may require.  13.9Compliance
with laws etc.The Borrower shall procure that
each Owner and the Approved Manager shall:  (a)comply, or procure compliance
with the ISM Code, the ISPS Code, all Environmental Laws, the ISPS Code and all
other laws or regulations relating to the Ship owned by it, its ownership,
operation and management or to the business of that Owner;  (b)not employ the Ship owned by
it nor allow her employment in any manner contrary to any law or regulation in
any relevant jurisdiction including but not limited to the ISM Code and the
ISPS Code; and  (c)in the event of hostilities in
any part of the world (whether war is declared or not), not cause or permit the
Ship owned by it to enter or trade to any zone which is declared a war zone by
any government or by the Ships war risks insurers unless in the case of such
zone where an additional premium would be payable that Owner has (at its
expense) effected any special, additional or modified insurance cover required
for it to enter or trade to any war zone.  13.10Provision
of information.The Borrower
shall procure that each Owner shall promptly provide the Lender with any
information which it reasonably requests regarding:  (a)the Ship owned by it, her
employment, position, engagements and her Insurances;  (b)the Earnings and payments and
amounts due to the master and crew of the Ship owned by it;  (c)any expenses incurred, or
likely to be incurred, in connection with the operation, maintenance or repair
of the Ship owned by it and any payments made in respect of that Ship;  (d)any towages and salvages; and  (e)that Owners compliance or the
compliance, the Approved Managers compliance, or the compliance of the Ship
owned by it with the ISM Code and the ISPS Code,  and, upon the Lenders
request, provide copies of any current charter relating to the Ship owned by it
and of any current charter guarantee, and of the ISM Code Documentation and the
ISPS Code Documentation.  13.11Notification
of certain events.The Borrower
shall procure that each Owner shall as soon as it becomes aware of any of the
events referred to in this Clause 13.11 notify the Lender by fax, confirmed
forthwith by letter of:  (a)any casualty which is or is
likely to be or to become a Major Casualty;  (b)any occurrence as a result of
which the Ship owned by it has become or is, by the passing of time or
otherwise, likely to become a Total Loss;  (c)any requirement or
recommendation made by any insurer or classification society or by any
competent authority which is not complied with in accordance with its terms
(including without limitation, any time limit specified by any insurer or
classification society or any competent authority);  (d)any arrest or detention of the
Ship owned by it (if the arrest or detention has not been released within 3
Business Days of its imposition or the Borrower or the relevant Owner  35


considers that the arrest or detention will
not be released within 3 Business Day of its imposition), any exercise or
purported exercise of any lien on that Ship or her Earnings or her Insurances
or any requisition of that Ship for hire;  (e)any intended dry docking of
the Ship owned by it which the Owner knows, or reasonably determines, will or may
exceed (or has exceeded) 10 days in total;  (f)any Environmental Claim made
against that Owner or in connection with the Ship owned by it, or any
Environmental Incident;  (g)any claim for breach of the
ISM Code or the ISPS Code being made against that Owner and, to the extent that
that Owner is aware of such claim, the Approved Manager or otherwise in
connection with the Ship owned by it; or  (h)any other matter, event or
incident, actual or threatened, the effect of which will or could lead to the
ISM Code or the ISPS Code not being complied with,  and that Owner shall
keep the Lender advised in writing on a regular basis and in such detail as the
Lender shall require of that Owners or any other persons response to any of
those events or matters.  13.12Restrictions
on chartering, appointment of managers 
etc.The Borrower shall procure that
neither Owner shall in relation to the Ship owned by it:  (a)let the Ship owned by it on
demise charter for any period, without the Lenders written consent, such
consent not to be unreasonably withheld;  (b)(other than pursuant to the
Charterparty relative to its Ship) enter into any time or consecutive voyage
charter in respect of the Ship owned by it for a term which exceeds, or which
by virtue of any optional extensions may exceed, 12 months;  (c)charter the Ship owned by it
otherwise than on bona fide arms length terms at the time when the Ship is
fixed;  (d)appoint (or permit the
appointment of) a manager of the Ship owned by it other than the Approved Manager
or agree to any alteration to the terms of the Approved Managers appointment;  (e)de-activate or lay up the Ship
owned by it; or  (f)put the Ship owned by it into
the possession of any person for the purpose of work being done upon her in an
amount exceeding or likely to exceed $1,000,000 (or the equivalent in any other
currency) unless that person has first given to the Lender and in terms
satisfactory to it a written undertaking not to exercise any lien on that Ship
or her Earnings or her Insurances for the cost of such work or otherwise or
other arrangements satisfactory to the Lender are made to ensure that no such
lien will be excercised.  13.13Notice of
Mortgage.The Borrower shall procure that each Owner
shall keep the Mortgage registered against the Ship owned by it as a valid
first priority mortgage or preferred (as the case may be), carry on board that
Ship a certified copy of the relevant Mortgage and place and maintain in a
conspicuous place in the navigation room and the Masters cabin of that Ship a
framed printed notice stating that that Ship is mortgaged by that Owner to the
Lender.  13.14Sharing
of Earnings.The Borrower shall procure
that neither Owner shall:  (a)enter into any agreement or
arrangement for the sharing of any Earnings;  36


(b)enter into any agreement or
arrangement for the postponement of any date on which any Earnings are due; the
reduction of the amount of any Earnings or otherwise for the release or adverse
alteration of any right of that Owner to any Earnings; or  (c)enter into any agreement or
arrangement for the release of, or adverse alteration to, any guarantee or
Security Interest relating to any Earnings.  14SECURITY
COVER  14.1Provision
of additional security cover; prepayment of Loan.The Borrower undertakes with the Lender that,
if at any time the Lender notifies the Borrower that:  (a)the aggregate Market Value of
the Ships subject to a Mortgage; plus  (b)the net realisable value of
any additional security previously provided under this Clause 14,  is below 115 per cent. of the aggregate of
the Loan and the Swap Exposure, the Borrower will, within 14 Business Days
after the date on which the Lenders notice is served, either:  (i)provide, or ensure that a
third party provides, additional security acceptable to the Lender which, in
the opinion of the Lender, has a net realisable value at least equal to the
shortfall and which consists of either (a) cash pledged to the Lender or (b) a
Security Interest (including, but not limited to, a first or second priority or
preferred (as the case may be) mortgage over another vessel), covering such
asset or assets and documented in such terms as the Lender may, approve or
require or (c) assignment of the refund guarantees of newbuildings Fleet
Vessels;  (ii)prepay in accordance with
Clause 7 such part (at least) of the Loan as will eliminate the shortfall.  14.2Meaning
of additional security.In Clause 14.1
security means a Security
Interest over an asset or assets acceptable to the Lender (whether securing the
Borrowers liabilities under the Finance Documents or a guarantee in respect of
those liabilities), or a guarantee, letter of credit or other security in
respect of the Borrowers liabilities under the Finance Documents.  14.3Requirement
for additional documents.The Borrower
shall not be deemed to have complied with paragraph (i) of Clause 14.1
until the Lender has received in connection with the additional security
certified copies of documents of the kinds referred to in paragraphs 3, 4 and 5
of Schedule 2, Part A and such legal opinions in terms acceptable to the
Lender from such lawyers as they may select.  14.4[Valuation
of Ship not subject to a long-term charter.The
Market Value of a Ship which at the relevant time is not subject to a charter
or other contract of employment having an unexpired term of at least 9 months
with a first class acceptable charterer (in the absolute discretion of the
Lender) is that shown by taking the average of two valuations prepared:  (a)as at a date not more than 6
weeks previously;  (b)by 2 Approved Brokers
appointed by the Borrower, with both reporting to the Lender;  (c)with or without physical
inspection of that Ship (as the Lender may require);  (d)on the basis of a sale for
prompt delivery for cash on normal arms length commercial terms as between a
willing seller and a willing buyer, free of any existing charter or other
contract of employment; and  37


(e)after deducting the estimated
amount of the usual and reasonable expenses which would be incurred in
connection with the sale.  Provided thatif the difference between the
2 valuations obtained at any one time pursuant to this Clause 14.4 is greater
than 10 per cent. a valuation shall be commissioned from a third Approved
Broker appointed by the Lender.  Such
valuation shall be conducted in accordance with this Clause 14.4 and the Market
Value of the Ship in such circumstances shall be the average of the initial 2
valuations and the valuation provided by the third Approved Broker.  14.5Valuation of
Ship subject to long-term charter.The Market Value of a
Mortgaged Ship which at the relevant time is subject to a charter or other
contract of employment having an unexpired term of at least 9 months with a
first class charterer acceptable to the Lender (which acceptance shall not be
unreasonably withheld) shall be the aggregate of the present values (as may be
conclusively determined by the Lender) of:  (a)the Bareboat-equivalent Time
Charter Income of the 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 14.5, an option period); and  (b)the current charter-free
market value (determined in accordance with Clause 14.4 but subject to the
adjustments referred to in this Clause 14.5) of a vessel with identical
characteristics to the Ship other than its age which shall, for the purposes of
this Clause 14.5, be considered to be the age of the Ship at the expiration of
the charter or other contract of employment to which the Ship is subject at the
relevant time (excluding any option periods), as such value may be adjusted to
take into account the terms of any commitments undertaken by the Owner of the
Ship which may affect its value.  For the purposes of this Clause 14.5, the
discount rate which will apply in calculating the present value of the amounts
referred to in paragraphs (a) and (b) will be the applicable Interest
Rate Swap Rate for 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 integral year)) unless the unexpired term of the Ships
charter or other contract of employment (excluding any option periods) is less
than 12 months in which the Interest Rate Swap Rate for a period of 12 months
will apply.  14.6Value of
additional security.The net
realisable value of any additional security which is provided under Clause 14.1
and which consists of a Security Interest over a vessel shall be that shown by
a valuation complying with the requirements of Clause 14.4.  14.7Valuations
binding.Any valuation under paragraph (i) of
Clause 14.1, Clauses 14.4, 14.5 or 14.6 shall, in the absence of manifest
error, be binding and conclusive as regards the Borrower, as shall be any
valuation which the Lender makes of a security which does not consist of or
include a Security Interest.  14.8Provision
of information.The Borrower
shall promptly provide the Lender and any Approved Broker or expert acting
under Clause 14.4, 14.5 or 14.6 with any information which the Lender or the
Approved Broker or expert may reasonably request for the purposes of the
valuation; and, if the Borrower fails to provide the information by the date
specified in the request, the valuation may be made on any basis and
assumptions which the Approved Broker or the Lender (or the expert appointed by
them) consider prudent.  14.9Payment
of valuation expenses.Without
prejudice to the generality of the Borrowers obligations under Clauses 19.2,
19.3 and 19.3, the Borrower shall, on demand, pay the Lender the amount of the
fees and expenses of any Approved Broker or expert instructed  38


or approved by the Lender under this Clause
and all legal and other expenses incurred by the Lender in connection with any
matter arising out of this Clause.  14.10Frequency
of Valuations.The Borrower acknowledges and
agrees that the Lender may commission valuations of the Ships at such times as
the Lender shall deem necessary and, in any event, not less often than once
during each 3-month period of the Security Period Provided that in each calendar year one set of valuations of
each Ship may be obtained from the electronic services provided by an Approved
Broker subject to such electronic services having been previously approved by
the Lender in writing.  15PAYMENTS
AND CALCULATIONS  15.1Currency
and method of payments.All payments
to be made by the Borrower to the Lender under a Finance Document shall be
made:  (a)by not later than 11.00 a.m.
(New York City time) on the due date;  (b)in same day Dollar funds
settled through the New York Clearing House Interbank Payments System (or in
such other Dollar funds and/or settled in such other manner as the Lender shall
specify as being customary at the time for the settlement of international
transactions of the type contemplated by this Agreement); and  (c)the account of the Lender at
Deutsche Bank Trust Company Americas, New York, N.Y., U.S.A. (SWIFT address:
BKTRUS33XXX; Account No. 04013909), or to such other account with such
other bank as the Lender may from time to time notify to the Borrower.  15.2Payment
on non-Business Day.If any payment
by the Borrower under a Finance Document would otherwise fall due on a day
which is not a Business Day:  (a)the due date shall be extended
to the next succeeding Business Day; or  (b)if the next succeeding
Business Day falls in the next calendar month, the due date shall be brought
forward to the immediately preceding Business Day,  and interest shall be
payable during any extension under paragraph (a) at the rate payable on the
original due date.  15.3Basis for
calculation of periodic payments.All
interest and commitment fee and any other payments under any Finance Document
which are of an annual or periodic nature shall accrue from day to day and
shall be calculated on the basis of the actual number of days elapsed and a 360
day year.  15.4Lender
accounts.The Lender shall maintain accounts showing
the amounts owing to it by the Borrower and each Security Party under the
Finance Documents and all payments in respect of those amounts made by the
Borrower and any Security Party.  15.5Accounts
prima facie evidence.If any
accounts maintained under Clause 15.4 show an amount to be owing by the
Borrower or a Security Party to the Lender, those accounts shall, be prima
facie evidence that that amount is owing to the Lender.  16APPLICATION
OF RECEIPTS  16.1Normal
order of application.Except as any
Finance Document may otherwise provide, any sums which are received or
recovered by the Lender under or by virtue of any Finance Document and the
Master Agreement shall be applied:  39


(a)FIRST: in or towards
satisfaction of any amounts then due and payable under the Finance Documents in
the following order and proportions:  (i)first, in or towards
satisfaction pro rata of all amounts then due and payable to the Lender under
the Finance Documents and the Master Agreement other than those amounts
referred to at paragraphs (ii) and (iii) (including, but without
limitation, all amounts payable by the Borrower under Clauses 19, 20 and 21 of
this Agreement or by the Borrower or any Security Party under any corresponding
or similar provision in any other Finance Document or in the Master Agreement;  (ii)secondly, in or towards
satisfaction pro rata of any and all amounts of interest or default interest
payable to the Lender under the Finance Documents and the Master Agreement
(and, for this purpose, the expression interest shall include any net amount
which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations)
of the Master Agreement but shall have failed to pay or deliver to the Lender
at the time of application or distribution under this Clause 16); and  (iii)thirdly, in or towards
satisfaction pro rata of the Loan and the Swap Exposure calculated as at the
actual Early Termination Date applying to each particular Transaction, or if no
such Early Termination Date shall have occurred, calculated as if an Early
Termination Date occurred on the date of application or distribution
hereunder);  SECONDLY: in retention
of an amount equal to any amount not then due and payable under any Finance
Document or the Master Agreement but which the Lender, by notice to the
Borrower and the Security Parties states in its opinion will or may become due
and payable in the future and, upon those amounts becoming due and payable, in
or towards satisfaction of them in accordance with the foregoing provisions of
this Clause;  THIRDLY: any
surplus shall be paid to the Borrower or to any other person appearing to be
entitled to it.  16.2Variation
of order of application.The Lender may
by notice to the Borrower and the Security Parties provide for a different
manner of application from that set out in Clause 16.1 either as regards a
specified sum or sums or as regards sums in a specified category or categories.  16.3Notice of
variation of order of application.The
Lender may give notices under Clause 16.2 from time to time in respect of sums
which may be received or recovered in the future.  16.4Appropriation
rights overriden.This Clause 16
and any notice which the Lender gives under Clause 16.2 shall override any
right of appropriation possessed, and any appropriation made, by the Borrower
or any Security Party.  17APPLICATION
OF EARNINGS  17.1Payment
of Earnings.The Borrower undertakes with
the Lender to ensure that, throughout the Security Period (subject only to the
provisions of the General Assignments), all the Earnings of a Ship are paid to
the Earnings Account for that Ship, (or at the option of the Borrower to the
Danaos Earnings Account).  17.2Application
of Earnings.The Borrower undertakes with
the Lender to procure that money from time to time credited to, or for the time
being standing to the credit of, an Earnings Account or, as the case may be,
the Danaos Earnings Account shall, unless and until an Event of Default or
Potential Event of Default shall have occurred (whereupon  40


the provisions of Clause 16.1 shall be and
become applicable), be available for application in the following manner:  (a)in or towards meeting the
costs and expenses from time to time incurred by or on behalf of the relevant
Owner in connection with the operation of the Ship owned by it;  (b)in or towards making payments
of all amounts due and payable by the Borrower under this Agreement other than
the payments of principal and interest pursuant to Clauses 7.1 and 4.1; and  (c)as to any surplus from time to
time arising on an Earnings Account or, as the case may be the Danaos Earnings
Account following application as aforesaid, to be paid to the relevant Owner
or, as the case may be, the Borrower or to whomsoever it may direct.  17.3Location
of accounts.The Borrower shall promptly:  (a)comply or procure compliance
by the Owners, with any requirement of the Lender as to the location or
re-location of an Earnings Account or the Danaos Earnings Account; and  (b)execute or procure the
execution by the Owners of, any documents which the Lender specifies to create
or maintain in favour of the Lender a Security Interest over each Earnings
Accounts and the Danaos Earnings Account.  18EVENTS OF
DEFAULT  18.1Events of
Default.An Event of Default occurs if:  (a)the Borrower or any Security
Party fails to pay when due or (if so payable) on demand any sum payable under
a Finance Document or under any document relating to a Finance Document; such
failure shall not constitute an Event of Default if:  (i)such failure is due to a bank
payment transmission error; and  (ii)the Borrower or the relevant
Security Party remedies such failure within 3 days or the due date of payment
of the relevant amount; or  (b)any breach occurs of Clause 8,
10.3, 11.2, 11.3, 11.4, 11.5, 12.2 or 14.1; or  (c)any breach by the Borrower or
any Security Party occurs of any provision of a Finance Document (other than a
breach covered by paragraphs (a) or (b) above) if, in the opinion of
the Lender, such default is capable of remedy, and such default is remedied
within 14 Business Days after written notice from the Lender requesting action
to remedy the same; or  (d)(subject to any applicable
grace period specified in the Finance Document) any breach (which the Lender
considers, in its discretion, to be material) by the Borrower or any Security
Party occurs of any provision of a Finance Document (other than a breach
covered by paragraphs (a), (b) or (c) above); or  (e)any representation, warranty
or statement (which the Lender considers, in its discretion, to be material)
made by, or by an officer of, the Borrower or a Security Party in a Finance
Document or in a Drawdown Notice or any other notice or document relating to a
Finance Document is untrue or misleading when it is made such failure shall not
constitute an Event of Default if an innocent misrepresentation has been made
and which, if capable of remedy, is remedied within 10 Business Days of its
occurrence unless such innocent misrepresentation is made on a Drawdown Date;
or  41


(f)any of the following occurs in
relation to any Financial Indebtedness of a Relevant Person (other than the
Borrower) or any Financial Indebtedness of the Borrower of at least $1,000,000
(or the equivalent in another currency) in aggregate in the case of any
Financial Indebtedness falling within paragraph (a) of the definition of
that term or any Financial Indebtedness falling within all other paragraphs of
the definition of that term (or, when aggregated with any Financial
Indebtedness falling within paragraph (a) of that term) of at least
$10,000,000 in aggregate (or the equivalent in another currency):  (i)any Financial Indebtedness of
a Relevant Person is not paid when due or, if so payable, on demand; or  (ii)any Financial Indebtedness of
a Relevant Person becomes due and payable or capable of being declared due and
payable prior to its stated maturity date as a consequence of any event of
default; or  (iii)a lease, hire purchase
agreement or charter creating any Financial Indebtedness of a Relevant Person
is lawfully terminated by the lessor or owner or becomes capable of being
lawfully terminated as a consequence of any termination event; or  (iv)any overdraft, loan, note
issuance, acceptance credit, letter of credit, guarantee, foreign exchange or
other facility, or any swap or other derivative contract or transaction,
relating to any Financial Indebtedness of a Relevant Person ceases to be
available or becomes capable of being terminated as a result of any event of
default, or cash cover is required, or becomes capable of being required, in
respect of such a facility as a result of any event of default; or  (v)any Security Interest securing
any Financial Indebtedness of a Relevant Person becomes enforceable; or  (g)any of the following occurs in
relation to a Relevant Person:  (i)a Relevant Person becomes
unable to pay its debts as they fall due; or  (ii)any assets of a Relevant
Person are subject of any form of execution, attachment, arrest, sequestration
or distress in respect of a sum of, or sums aggregating, $100,000 (or
$10,000,000 in the case of the Borrower) or more or the equivalent in another
currency; or  (iii)any administrative or other
receiver is appointed over any asset of a Relevant Person; or  (iv)a Relevant Person makes any
formal declaration of bankruptcy or any formal statement to the effect that it
is insolvent or likely to become insolvent, or a winding up or administration
order is made in relation to a Relevant Person, or the members or directors of
a Relevant Person pass a resolution to the effect that it should be wound up,
placed in administration or cease to carry on business, save that this
paragraph does not apply to a fully solvent winding up of a Relevant Person
other than the Borrower or an Owner which is, or is to be, effected for the
purposes of an amalgamation or reconstruction previously approved by the Lender
and effected not later than 3 months after the commencement of the winding up;
or  (v)a petition is presented in any
Pertinent Jurisdiction for the winding up or administration, or the appointment
of a provisional liquidator, of a Relevant Person unless, in the case of an
involuntary petition, the petition is being contested in good faith and on
substantial grounds and is dismissed or withdrawn within 30 days of the
presentation of the petition; or  42


(vi)a Relevant Person petitions a
court, or presents any proposal for, any form of judicial or non-judicial
suspension or deferral of payments, reorganisation of its debt (or certain of
its debt) or arrangement with all or a substantial proportion (by number or
value) of its creditors or of any class of them or any such suspension or
deferral of payments, reorganisation or arrangement is effected by court order,
contract or otherwise; or  (vii)any meeting of the members or
directors of a Relevant Person is summoned for the purpose of considering a
resolution or proposal to authorise or take any action of a type described in
paragraphs (iii), (iv), (v) or (vi); or  (viii)in a Pertinent Jurisdiction
other than England, any event occurs or any procedure is commenced which, in
the reasonable opinion of the Lender, is similar to any of the foregoing; or  (h)the Borrower ceases, or
threatens to cease, to carry on all or a substantial part of its business or,
as a result of intervention by or under the authority of any government, the
business of the Borrower is wholly or partially curtailed or suspended, or all
or a substantial part of the assets or undertaking of the Borrower is seized,
nationalised, expropriate of compulsorily acquired; or  (i)it becomes unlawful in any
Pertinent Jurisdiction or impossible:  (i)for the Borrower or any
Security Party to discharge any liability under a Finance Document or to comply
with any other obligation which the Lender considers material under a Finance
Document; or  (ii)for the Lender to exercise or
enforce any right under, or to enforce any Security Interest created by, a
Finance Document; or  (j)any consent necessary to
enable any Owner to own, operate or charter the Ship owned by it or to enable
the Borrower, any Owner or any Security Party to comply with any provision
which the Lender considers material of a Finance Document, any Charterparty or
a Shipbuilding Contract is not granted, expires without being renewed, is
revoked or becomes liable to revocation or any condition of such a consent is
not fulfilled if this materially affects the security position of the Lender
(or any of them) or the ability of the Borrower or a Security Party to timely
discharge and/or perform its or their liabilities and obligations (or any of
them) under any Finance Document; or  (k)if, without the prior consent
of the Lender, members of the Coustas family (either directly and/or through
companies beneficially owned by members of the Coustas family and/or trusts or
foundations of 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  (l)if, without the prior consent
of the Lender, the shares of the Borrower cease to be listed on the New York
Stock Exchange; or  (m)it appears to the Lender 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
shares in any Owner or in the ultimate control of the voting rights attaching
to any of those shares; or  (n)any provision which the Lender
considers material of a Finance Document proves to have been or becomes invalid
or unenforceable, or a Security Interest created by a Finance Document proves
to have been or becomes invalid or unenforceable or such a Security Interest
proves to have ranked after, or loses its priority to, another Security
Interest or any other third party claim or interest; or  43


(o)the security constituted by a
Finance Document is in any way imperilled or in jeopardy unless within 14
Business Days of the security being so imperilled or jeopardised (i) the
Borrower or a Security Party provides to the Lender security in the form of a
new Finance Document which, in the opinion of the Lenders, is equivalent to
that constituted by the Finance Document which has become imperilled or
jeopardised or (ii) the security ceases to be imperilled or in jeopardy;
or  (p)the Master Agreement is
terminated, cancelled, suspended, rescinded or revoked or otherwise ceases to
remain in full force and effect for any reason except with the consent of the
Lender; or  (q)for any reason whatsoever, any
Ship ceases to be managed by the Approved Manager on terms in all respects
approved by the Lender; or  (r)an Event of Default (as
defined in Section 14 of the Master Agreement) occurs; or  (s)any other event occurs or any
other circumstances arise or develop including, without limitation:  (i)a change in the financial
position, state of affairs or prospects of the Borrower or either Owner; or  (ii)any accident or other event
involving any Ship or another vessel owned, chartered or operated by a Relevant
Person;  in the light of which the Lender considers that there
is a material risk that the Borrower is, or will later become, unable to
discharge its liabilities under the Finance Documents as they fall due.  18.2Actions
following an Event of Default.On, or at any
time after, the occurrence of an Event of Default which is continuing, the
Lender may:  (a)serve on the Borrower a notice
stating that all obligations of the Lender to the Borrower under this Agreement
are terminated; and/or  (b)serve on the Borrower a notice
stating that the Loan, all accrued interest and all other amounts accrued or
owing under this Agreement are immediately due and payable or are due and
payable on demand; and/or  (c)take any other action which,
as a result of the Event of Default or any notice served under paragraph (a) or
(b) above, the Lender is entitled to take under any Finance Document or
any applicable law.  18.3Termination
of Commitment.On the service of a notice
under paragraph (a) of Clause 18.2, the Commitment and all other
obligations of the Lender to the Borrower under this Agreement shall terminate.  18.4Acceleration
of Loan.On the service of a notice under paragraph (b) of
Clause 18.2, the Loan, all accrued interest and all other amounts accrued or
owing from the Borrower or any Security Party under this Agreement and every
other Finance Document shall become immediately due and payable or, as the case
may be, payable on demand.  18.5Multiple
notices; action without notice.The Lender may
serve notices under paragraphs (a) and (b) of Clause 18.2
simultaneously or on different dates and the Lender 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.  44


18.6Exclusion
of Lender liability.Neither the
Lender, nor any receiver or manager appointed by the Lender, shall have any
liability to the Borrower or a Security Party:  (a)for any loss caused by an
exercise of rights under, or enforcement of a Security Interest created by, a
Finance Document or by any failure or delay to exercise such a right or to
enforce such a Security Interest; or  (b)as mortgagee in possession or
otherwise, for any income or principal amount which might have been produced by
or realised from any asset comprised in such a Security Interest or for any
reduction (however caused) in the value of such an asset,  except that this does
not exempt the Lender or a receiver or manager from liability for losses shown
to have been caused by the gross negligence or the wilful misconduct of the
Lenders own officers and employees or ( as the case may be) such receivers or
managers own partners or employees.  18.7Relevant
Persons.In this Clause 18 a Relevant
Person means the Borrower, Security Party and any company which is
a subsidiary of the Borrower or a Security Party or of which a Security Party
is a subsidiary but excluding any company which is dormant and the value of
whose gross assets is $50,000 or less.  18.8Interpretation.In Clause 18.1(f) references to an event
of default or a termination event include any event, howsoever described, which
is similar to an event of default in a facility agreement or a termination
event in a finance lease; and in Clause 18.1(g) petition includes an application.  19FEES AND
EXPENSES  19.1Arrangement
and commitment fees.The Borrower
shall pay to the Lender:  (a)an arrangement fee of $213,600
in two instalments:  (i)the first instalment, in the
amount of $100,000 has been paid prior to the date of this Agreement; and  (ii)the second instalment in the
amount of $213,000 and to be paid on the First Drawdown Date; and  (b)a commitment fee of 0.20 per
cent. per annum on the undrawn balance of the Loan during the period from (and
including) the date of this Agreement up to and including the earlier of (i) the
final Drawdown Date and (ii) the last day of the Availability Period for
Tranche B, such commitment fee to be payable every 3 months in arrears and on
the earlier of the dates referred to in paragraphs (i) and (ii) above.  19.2Costs of
negotiation, preparation etc.The Borrower
shall pay to the Lender on its demand the amount of all expenses reasonably
incurred by the Lender in connection with the negotiation, preparation,
execution or registration of any Finance Document or any related document or
with any transaction contemplated by a Finance Document or a related document.  19.3Costs of
variations, amendments, enforcement etc.The
Borrower shall pay to the Lender, on the Lenders demand, the amount of all
expenses incurred by the Lender in connection with:  (a)any amendment or supplement to
a Finance Document, or any proposal for such an amendment to be made;  45


(b)any consent or waiver by the
Lender under or in connection with a Finance Document, or any request for such
a consent or waiver;  (c)the valuation of any security
provided or offered under Clause 14 or any other matter relating to such
security; or  (d)any step taken by the Lender
with a view to the protection, exercise or enforcement of any right or Security
Interest created by a Finance Document or for any similar purpose.  There shall be recoverable under paragraph (d) the
full amount of all legal expenses, whether or not such as would be allowed
under rules of court or any taxation or other procedure carried out under
such rules.  19.4Documentary
taxes.The Borrower shall promptly pay any tax
payable on or by reference to any Finance Document, and shall, on the Lenders
demand, fully indemnify the Lender against any liabilities and expenses
resulting from any failure or delay by the Borrower to pay such a tax.  19.5Certification
of amounts.A notice which is signed by an
officer of the Lender, which states that a specified amount, or aggregate
amount, is due to the Lender under this Clause 19 and which indicates (without
necessarily specifying a detailed breakdown) the matters in respect of which
the amount, or aggregate amount, is due shall be prima facie evidence that the
amount, or aggregate amount, is due save in the case of manifest error.  20INDEMNITIES  20.1Indemnities
regarding borrowing and repayment of Loan.The
Borrower shall fully indemnify the Lender on the Lenders demand in respect of
all expenses, liabilities and losses (including, without limitation, any loss
of Margin) which are incurred by the Lender, or which the Lender reasonably and
with due diligence estimates that it will incur, as a result of or in
connection with:  (a)an Advance not being borrowed
on the date specified in the Drawdown Notice for any reason other than a
default by the Lender;  (b)the receipt or recovery of all
or any part of the Loan or an overdue sum otherwise than on the last day of an
Interest Period or other relevant period;  (c)any failure (for whatever
reason) by the Borrower to make payment of any amount due under a Finance
Document on the due date or, if so payable, on demand (after giving credit for
any default interest paid by the Borrower on the amount concerned under Clause
6); and  (d)the occurrence and/or
continuance of an Event of Default or a Potential Event of Default and/or the
acceleration of repayment of the Loan under Clause 18,  and in respect of any
tax (other than tax on its overall net income) for which the Lender is liable
in connection with any amount paid or payable to the Lender (whether for its
own account or otherwise) under any Finance Document.  20.2Breakage
costs.Without limiting its generality, Clause 20.1
covers any liability, expense or loss, including a loss of a prospective
profit, incurred by the Lender:  (a)in liquidating or employing
deposits from third parties acquired or arranged to fund or maintain all or any
part of the Loan and/or any overdue amount (or an aggregate amount which
includes the Loan or any overdue amount); and  46


(b)in terminating, or otherwise
in connection with, any interest and/or currency swap or any other transaction
entered into (whether with another legal entity or with another office or
department of the Lender) to hedge any exposure arising under this Agreement or
that part which the Lender determines is fairly attributable to this Agreement
of the amount of the liabilities, expenses or losses (including losses of
prospective profits) incurred by it in terminating, or otherwise in connection
with, a number of transactions of which this Agreement is one.  20.3Miscellaneous
indemnities.The Borrower shall fully
indemnify the Lender on its demand in respect of all claims, demands,
proceedings, liabilities, taxes, losses and expenses of every kind (liability items) which may be made or brought against, or
incurred by, the Lender in any country, in relation to:  (a)any action taken, or omitted
or neglected to be taken, under or in connection with any Finance Document by
the Lender or by any receiver appointed under a Finance Document; and  (b)any other event, matter or
question which occurs or arises at any time during the Security Period and
which has any connection with, or any bearing on, any Finance Document, any
payment or other transaction relating to a Finance Document or any asset covered
(or previously covered) by a Security Interest created (or intended to be
created) by a Finance Document,  other than liability
items which are shown to have been caused by the gross negligence or the wilful
misconduct of the Lenders own officers or employees.  20.4Environmental
Indemnity.Without prejudice to its
generality, Clause 20.3 covers any claims, demands, proceedings, liabilities,
taxes, losses or expenses of every kind which arise, or are asserted, under or
in connection with any law relating to safety at sea, pollution or the
protection of the environment, the ISM Code or the ISPS Code.  20.5Currency
indemnity.If any sum due from the
Borrower or any Security Party to the Lender under a Finance Document or under
any order or judgment relating to a Finance Document has to be converted from
the currency in which the Finance Document provided for the sum to be paid (the
Contractual Currency) into another
currency (the Payment Currency) for the purpose
of:  (a)making or lodging any claim or
proof against the Borrower or any Security Party, whether in its liquidation,
any arrangement involving it or otherwise; or  (b)obtaining an order or judgment
from any court or other tribunal; or  (c)enforcing any such order or
judgment,  the Borrower shall
indemnify the Lender against the loss arising when the amount of the payment
actually received by the Lender is converted at the available rate of exchange
into the Contractual Currency.  In this Clause 20.5, the
available rate of exchange means the
rate at which the Lender concerned is able at the opening of business (London
time) on the Business Day after it receives the sum concerned to purchase the
Contractual Currency with the Payment Currency.  This Clause 20.5 creates
a separate liability of the Borrower which is distinct from its other
liabilities under the Finance Documents and which shall not be merged in any
judgment or order relating to those other liabilities.  47


20.6Application
of Master Agreement.For the
avoidance of doubt, Clause 20.5 does not apply in respect of sums due from the
Borrower to the Lender under or in connection with the Master Agreement as to
which sums the provisions of Section 8 (Contractual Currency) of the
Master Agreement shall apply.  20.7Certification
of amounts.A notice which is signed by 2
officers of the Lender, which states that a specified amount, or aggregate
amount, is due to the Lender under this Clause 20 and which indicates (without
necessarily specifying a detailed breakdown) the matters in respect of which
the amount, or aggregate amount, is due shall be prima facie evidence that the
amount, or aggregate amount, is due.  21NO SET-OFF
OR TAX DEDUCTION  21.1No
deductions.All amounts due from the
Borrower under a Finance Document shall be paid:  (a)without any form of set-off,
cross-claim or condition; and  (b)free and clear of any tax
deduction except a tax deduction which the Borrower is required by law to make.  21.2Grossing-up
for taxes.If the Borrower is required by
law to make a tax deduction from any payment:  (a)the Borrower shall notify the
Lender as soon as it becomes aware of the requirement;  (b)the Borrower shall pay the tax
deducted to the appropriate taxation authority promptly, and in any event
before any fine or penalty arises; and  (c)the amount due in respect of
the payment shall be increased by the amount necessary to ensure that the
Lender receives and retains (free from any liability relating to the tax
deduction) a net amount which, after the tax deduction, is equal to the full
amount which it would otherwise have received.  21.3Evidence
of payment of taxes.Within 1 month
after making any tax deduction, the Borrower shall deliver to the Lender
documentary evidence satisfactory to the Lender that the tax had been paid to
the appropriate taxation authority.  21.4Exclusion
of tax on overall net income.In this Clause
21 tax deduction means any deduction or
withholding for or on account of any present or future tax except tax on the
Lenders overall net income.  21.5Application
of Master Agreement.For the
avoidance of doubt, Clause 21 does not apply in respect of sums due from the
Borrower under or in connection with the Master Agreement as to which sums the
provisions of Section 2(d) (Deduction or Withholding for Tax) of the
Master Agreement shall apply.  22ILLEGALITY,
ETC  22.1Illegality.This Clause 22 applies if the Lender notifies
the Borrower that it has become, or will with effect from a specified date,
become:  (a)unlawful or prohibited as a
result of the introduction of a new law, an amendment to an existing law or a
change in the manner in which an existing law is or will be interpreted or
applied; or  (b)contrary to, or inconsistent
with, any regulation,  48


for the Lender to
maintain or give effect to any of its obligations under this Agreement in the
manner contemplated by this Agreement.  22.2Notification
and effect of illegality.On the Lender
notifying the Borrower under Clause 22.1, the Commitment shall terminate; and
thereupon or, if later, on the date specified in the Lenders notice under
Clause 22.1 as the date on which the notified event would become effective, the
Borrower shall prepay the Loan in full in accordance with Clause 7.  23INCREASED
COSTS  23.1Increased
costs.This Clause 23 applies if the Lender notifies
the Borrower that the Lender considers that as a result of:  (a)the introduction or alteration
after the date of this Agreement of a law or a regulation, or an alteration
after the date of this Agreement in the manner in which a law or regulation is
interpreted or applied (disregarding any effect which relates to the
application to payments under this Agreement of a tax on the Lenders overall
net income); or  (b)the effect of complying with
any law or regulation (including any which relates to capital adequacy or
liquidity controls or which affects the manner in which the Notifying Lender
allocates capital resources to its obligations under this Agreement including,
without limitation, the implementation of any regulations which may replace,
amend and/or supplement those set out in the statement of the Basle Committee
on Banking Regulations and Supervisory Practices dated July 1988 and
entitled International Convergence of Capital Measurement and Capital
Structures) which is introduced, or altered, or the interpretation or
application of which is altered, after the date of this Agreement,  the Lender (or a parent
company of it) has incurred or will incur an increased
cost, that is to say:  (i)an additional or increased
cost incurred as a result of, or in connection with, the 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  (ii)a reduction in the amount of
any payment to the Lender under this Agreement or in the effective return which
such a payment represents to the Lender or on its capital;  (iii)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  (iv)a liability to make a payment,
or a return foregone, which is calculated by reference to any amounts received
or receivable by the Lender under this Agreement,  but not an item attributable
to a change in the rate of tax on the overall net income of the Notifying
Lender (or a parent company of it) or an item covered by the indemnity for tax
in Clause 20.1 or by Clause 21.  For the purposes of this
Clause 23.1 the 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.  49


23.2Payment
of increased costs.The Borrower
shall pay to the Lender, on the Lenders demand, the amounts which the Lender
from time to time notifies the Borrower that is necessary to compensate it for
the increased cost.  23.3Notice of
prepayment.If the Borrower is not willing
to continue to compensate the Lender for the increased cost under Clause 23.2,
the Borrower may give the Lender not less than 15 days notice of its intention
to prepay the Loan at the end of an Interest Period.  23.4Prepayment;
termination of Commitment.A notice under
Clause 23.3 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.  23.5Application
of prepayment.Clause 7 shall apply in
relation to the prepayment.  24SET-OFF  24.1Application
of credit balances.The Lender may
without prior notice but following the occurrence of an Event of Default which
is continuing:  (a)apply any balance (whether or
not then due) which at any time stands to the credit of any account in the name
of the Borrower at any office in any country of the Lender in or towards
satisfaction of any sum then due from the Borrower to the Lender under any of
the Finance Documents; and  (b)for that purpose:  (i)break, or alter the maturity
of, all or any part of a deposit of the Borrower;  (ii)convert or translate all or
any part of a deposit or other credit balance into Dollars; and  (iii)enter into any other
transaction or make any entry with regard to the credit balance which the
Lender considers appropriate.  24.2Existing
rights unaffected.The Lender
shall not be obliged to exercise any of its rights under Clause 24.1; and those
rights shall be without prejudice and in addition to any right of set-off,
combination of accounts, charge, lien or other right or remedy to which the
Lender is entitled (whether under the general law or any document).  25TRANSFERS
AND CHANGES IN LENDING OFFICES  25.1Transfer
by Borrower.The Borrower may not, without
the prior consent of the Lender:  (a)transfer any of its rights or
obligations under any Finance Document; or  (b)enter into any merger,
de-merger or other reorganisation, or carry out any other act, as a result of
which any of its rights or liabilities would vest in, or pass to, another
person.  25.2Assignment
by Lender.The Lender may assign all or
any of the rights and interests which it has under or by virtue of the Finance
Documents without the consent of the Borrower.  25.3Rights of
assignee.In respect of any breach of a warranty,
undertaking, condition or other provision of a Finance Document, or any
misrepresentation made in or in connection with a Finance Document, a direct or
indirect assignee of any of the Lenders rights or interests under or by virtue
of the Finance Documents shall be entitled to recover  50


damages by reference to the loss incurred
by that assignee as a result of the breach or misrepresentation irrespective of
whether the Lender would have incurred a loss of that kind or amount.  25.4Sub-participation;
subrogation assignment.The Lender may
sub-participate all or any part of its rights and/or obligations under or in
connection with the Finance Documents without the consent of, or any notice to,
the Borrower or any Security Party and the Lender may assign, all or any part
of those rights to an insurer or surety who has become subrogated to them.  25.5Disclosure
of information.The Lender may
provide or disclose to an actual or potential assignee or sub-participant or
any person who may otherwise enter into or propose to enter into contractual
relations with that Lender in connection with this Agreement or to any other
person as required by any applicable law or regulation, a copy of this
Agreement, copies of all information provided by the Borrower or any of the
Security Parties under or in connection with each Finance Document, details of
drawings made by the Borrower under this Agreement and information regarding
the performance by the Borrower and the Security Parties of their obligations
under this Agreement and the other Finance Documents.  25.6Change of
lending office.The Lender may
change its lending office by giving notice to the Borrower and the change shall
become effective on the later of:  (a)the date on which the Borrower
receives the notice; and  (b)the date, if any, specified in
the notice as the date on which the change will come into effect.  26VARIATIONS
AND WAIVERS  26.1Variations,
waivers etc. by Lender.Subject to
Clause 26.2, a document shall be effective to vary, waive, suspend or limit any
provision of a Finance Document, or the Lenders rights or remedies under such
a provision or the general law, only if the document is signed, or specifically
agreed to by fax, by the Borrower and by the Lender and, if the document
relates to a Finance Document to which a Security Party is party, by that
Security Party.  26.2Exclusion
of other or implied variations.Except for a
document which satisfies the requirements of Clauses 26.1 no document, and no
act, course of conduct, failure or neglect to act, delay or acquiescence on the
part of the Lender (or any person acting on its behalf) shall result in the
Lender (or any person acting on its behalf) being taken to have varied, waived,
suspended or limited, or being precluded (permanently or temporarily) from
enforcing, relying on or exercising:  (a)a provision of this Agreement
or another Finance Document; or  (b)an Event of Default; or  (c)a breach by the Borrower or a
Security Party of an obligation under a Finance Document or the general law; or  (d)any right or remedy conferred
by any Finance Document or by the general law,  and there shall not be implied into any Finance
Document any term or condition requiring any such provision to be enforced, or
such right or remedy to be exercised, within a certain or reasonable time.  51


27NOTICES  27.1General.Unless otherwise specifically provided, any
notice under or in connection with any Finance Document shall be given by
letter or fax; and references in the Finance Documents to written notices,
notices in writing and notices signed by particular persons shall be construed
accordingly.  27.2Addresses
for communications.A notice shall
be sent:  (a)
  to the Borrower:
  c/o Approved ManagerAkti Kondyli 14185 45 PiraeusGreeceFax No: +30 210 422
  0853(b)
  to the
  Lender:
  Emporiki
  Bank of Greece S.A.Shipping Division114 Kolokotroni Street185 35 PiraeusGreeceFax No: +30 210 422 6779for the attention of:
  the Manager  or to such other address
as the relevant party may notify the other.  27.3Effective
date of notices.Subject to
Clauses 27.4 and 27.5:  (a)a notice which is delivered
personally or posted shall be deemed to be served, and shall take effect, at
the time when it is delivered; and  (b)a notice which is sent by fax
shall be deemed to be served, and shall take effect, 2 hours after its transmission
is completed.  27.4Service
outside business hours.However, if
under Clause 27.3 a notice would be deemed to be served:  (a)on a day which is not a
business day in the place of receipt; or  (b)on such a business day, but
after 5 p.m. local time,  the notice shall (subject to Clause 27.5) be
deemed to be served, and shall take effect, at 9 a.m. on the next day
which is such a business day.  27.5Illegible
notices.Clauses 27.3 and 27.4 do not apply if the
recipient of a notice notifies the sender within one hour after the time at
which the notice would otherwise be deemed to be served that the notice has
been received in a form which is illegible in a material respect.  27.6Valid
notices.A notice under or in connection with a
Finance Document shall not be invalid by reason that its contents or the manner
of serving it does not comply with the requirements of this Agreement or, where
appropriate, any other Finance Document under which it is served if the failure
to serve it in accordance with the requirements of this Agreement or other
Finance Document, as the case may be, has not caused any party to suffer any
significant loss or prejudice.  27.7English
language.Any notice under or in connection with a
Finance Document shall be in English.  52


27.8Meaning
of notice.In this Clause notice
includes any demand, consent, authorisation, approval, instruction, waiver or
other communication.  28SUPPLEMENTAL  28.1Rights
cumulative, non-exclusive.The rights and
remedies which the Finance Documents give to the Lender are:  (a)cumulative;  (b)may be exercised as often as
appears expedient; and  (c)shall not, unless a Finance
Document explicitly and specifically states so, be taken to exclude or limit
any right or remedy conferred by any law.  28.2Severability
of provisions.If any provision of a Finance
Document is or subsequently becomes void, unenforceable or illegal, that shall
not affect the validity, enforceability or legality of the other provisions of
that Finance Document or of the provisions of any other Finance Document.  28.3Counterparts.A Finance Document may be executed in any
number of counterparts.  28.4Benefit and
binding effect.  The terms of this Agreement
shall be binding upon, and shall enure to the benefit of, the parties hereto
and their respective (including subsequent) successors and permitted assigns
and transferees.  28.5Third
party rights.A person who is not a party to
this Agreement has no right under the Contracts (Rights of Third Parties) Act
1999 to enforce or to enjoy the benefit of any term of this Agreement.  29LAW AND
JURISDICTION  29.1English
law.This Agreement shall be governed by, and
construed in accordance with, English law.  29.2Exclusive
English jurisdiction.Subject to
Clause 29.3, the courts of England shall have exclusive jurisdiction to settle
any disputes which may arise out of or in connection with this Agreement.  29.3Choice of
forum for the exclusive benefit of the Lender.Clause 29.2 is for the exclusive benefit of the Lender, which reserves
the right:  (a)to commence proceedings in
relation to any matter which arises out of or in connection with this Agreement
in the courts of any country other than England and which have or claim
jurisdiction to that matter; and  (b)to commence such proceedings
in the courts of any such country or countries concurrently with or in addition
to proceedings in England or without commencing proceedings in England.  The Borrower shall not commence any proceedings
in any country other than England in relation to a matter which arises out of
or in connection with this Agreement.  29.4Process
agent.The Borrower irrevocably appoints Danaos
Management Consultants at their office for the time being, presently at 4
Staple Inn, Holborrn, London WC1V 7QU, England to act as its process agent to
receive and accept on its behalf any process or other document relating to any
proceedings in the English courts which are connected with this Agreement.  53


29.5Lender
rights unaffected.Nothing in
this Clause 29 shall exclude or limit any right which the Lender may have
(whether under the law of any country, an international convention or
otherwise) with regard to the bringing of proceedings, the service of process,
the recognition or enforcement of a judgment or any similar or related matter
in any jurisdiction.  29.6Meaning
of proceedings.In this Clause
29, proceedings means proceedings of any
kind, including an application for a provisional or protective measure.  THIS AGREEMENThas been entered into
on the date stated at the beginning of this Agreement.  54


SCHEDULE 1  DRAWDOWN NOTICE  To:
  
  Emporiki
  Bank of Greece S.A.Shipping Division114 Kolokotroni Street185 35 PiraeusGreeceFax No: +30 210 422 67792008  DRAWDOWN NOTICE  1We refer to the loan agreement (the Loan
Agreement) dated          
2008 and made between us, the Borrower and you, the Lender, in
connection with a facility of up to US$156,800,000.  Terms defined in the Loan Agreement have
their defined meanings when used in this Drawdown Notice.  2We request to borrow the [     
] Advance of Tranche [          ]
as follows:  (a)Amount: US$[         ];  (b)Drawdown Date:  [             ];  (c)Duration of the first Interest Period shall be [        ] months;  (d)Payment instructions : account of [                             ] and numbered [                                          ]
with [                 ] of [                       ].  3We represent and warrant that:  (a)the representations and warranties in Clause 9 of the Loan Agreement
would remain true and not misleading if repeated on the date of this notice
with reference to the circumstances now existing; and  (b)no Event of Default or Potential Event of Default has occurred or
will result from the borrowing of the Loan.  4This notice cannot be revoked without your prior consent.  5We authorise you to deduct any fees including the arrangement fee
and any accrued commitment fee referred to in Clause 19 from the amount of the
Advance.   Attorney-in-Factfor and on behalf ofDANAOS
  CORPORATION  55


SCHEDULE 2  CONDITION PRECEDENT DOCUMENTS  In this Schedule 2 Relevant Ship means, in relation to a Tranche of an Advance
to be made under such Tranche, the Ship which is to be part-financed by that
Tranche.  PART A  The following are the documents referred to in Clause 8.1(a).  1A duly executed original of each Guarantee, the Master Agreement,
the Master Agreement Assignment and the Danaos Earnings Account Pledge.  2Certified copies of the certificate of incorporation and
constitutional documents of the Borrower and each Owner.  3Copies of resolutions of the shareholders and directors of each
Owner authorising the execution of each of the Finance Documents to which that
Owner is a party and, in the case of each Owner ratifying the execution of the
Shipbuilding Contracts.  4Evidence that the Earnings Account in respect of
the Relevant Ship has been duly opened with the Lender by the relevant Owner
(in the case of the Earnings Account) and the Borrower (in the case of the
Danaos Earnings Account).  5The original of any power of attorney under
which any Finance Document is executed on behalf of the Borrower or each Owner.  6Copies of all consents which the Borrower or any
Security Party requires to enter into, or make any payment under, any Finance
Document or either Shipbuilding Contract.  7Documentary evidence, satisfactory to the
Lender, that the Ready for Sea Cost Value does not exceed $98,000,000.  8Copies of the Refund Guarantees.  9Documentary evidence that the agent for service
of process named in Clause 29 has accepted its appointment.  10Favourable legal opinions from lawyers appointed by the
Lender on such matters concerning the laws of the Marshall Islands, Liberia and
Korea and such other relevant jurisdictions as the Lender may require.  11Copies of each Charterparty duly executed between the
relevant Owner and CMA CGM.  12If the Lender so requires, in respect of any of the
documents referred to above, a certified English translation prepared by a
translator approved by the Lender.  PART B  The following are the documents referred to in
Clause 8.1(b).  1A duly executed original of each Predelivery Security Assignment and
each Charterparty Assignment (and of each document required to be delivered
pursuant thereto).  56


2A duly issued invoice from the Builder showing all sums due and
payable to the Builder pursuant to Article X.2 (a) of the relevant
Shipbuilding Contract together with evidence that all amounts payable
thereunder (in addition to the part being financed by the relevant Advance)
have been duly paid.  PART C  The following
are the documents referred to in Clause 8.1(c).  1Documentary evidence that the steel-cutting of the Relevant Ship has
commenced in accordance with the relevant Shipbuilding Contract.  2A duly issued invoice from the Builder showing all sums due and
payable to the Builder pursuant to Article X.2(b) of the relevant
Shipbuilding Contract upon steel-cutting of the relevant Ship together with
evidence that all amounts payable thereunder (in addition to the part being
financed by the relevant Advance) have been duly paid.  PART D  The following
are the documents referred to in Clause 8.1(d).  1Documentary evidence that the keel of the Relevant Ship has been
laid in accordance with the relevant Shipbuilding Contract.  2A duly issued invoice from the Builder showing all sums due and
payable to the Builder pursuant to Article X.2(c) of the relevant
Shipbuilding Contract upon keel-laying of the relevant Ship together with
evidence that all amounts payable thereunder (in addition to the part being
financed by the relevant Advance) have been duly paid.  PART E  The following
are the documents referred to in Clause 8.1(e).  1Documentary evidence that the Relevant Ship has been launched
accordance with the relevant Shipbuilding Contract.  2A duly issued invoice from the Builder showing all sums due and
payable to the Builder pursuant to Article X.2(d) of the relevant
Shipbuilding Contract upon launching of the relevant Ship together with
evidence that all amounts payable thereunder (in addition to the part being
financed by the relevant Advance) have been duly paid.  3Written confirmation from the relevant Owner and the Approved
Manager that they have irrevocably accepted and approved the building works
which have been completed on the Relevant Ship up to the date of her launching.  4Stage certificates issued by such classification society as the
Lender may approve in a form acceptable to the Lender, confirming that the
launching of the Relevant Ship has been completed to the satisfaction of such
classification society.  57


PART F  The following are the documents referred to in
Clause 8.1(f).  1A duly executed original of the Mortgage, the Deed of Covenant (if
applicable) and the General Assignment, (and of each document to be delivered
under each of them) in respect of the Relevant Ship.  2Documentary evidence that:  (a)the Relevant Ship has been unconditionally delivered by the Builder
to, and accepted by, the relevant Owner under the relevant Shipbuilding
Contract, and the full purchase price payable under the relevant Shipbuilding
Contract (in addition to the part being financed by the relevant Tranche) has
been duly paid;  (b)the Relevant Ship is definitively and permanently registered in the
name of the relevant Owner under an Approved Flag;  (c)the Relevant Ship is in the absolute and unencumbered ownership of
the relevant Owner save as contemplated by the Finance Documents;  (d)the Relevant Ship maintains the highest available class with a
classification society which is a member of the International Association of
Classification Societies and which his acceptable to the Lender free of all
overdue recommendations and conditions affecting the class;  (e)the Mortgage and (if applicable) the Deed of Covenant in respect of
the Relevant Ship have been duly registered against the Relevant Ship as a
valid first preferred or priority ship mortgage and (if applicable) collateral
deed of covenant in accordance with the laws of the applicable Approved Flag
State; and  (f)the Relevant Ship is insured in accordance with the provisions of
this Agreement and all requirements therein in respect of insurances have been
complied with.  3Documents establishing that the Relevant Ship will, as from its
Delivery Date, be managed by the Approved Manager on terms acceptable to the
Lender, together with:  (a)the Approved Managers Undertaking in respect of the Relevant Ship;
and  (b)copies of the document of compliance (DOC), and the safety
management certificate (SMC) pursuant to the ISM Code and International Ship
Security Certificate issued pursuant to the ISPS Code in relation to the Ship,
the relevant Owner and/or the Approved Manager.  4A valuation of the Relevant Ship addressed to the Lender and dated
no earlier than 30 days prior to the relevant Delivery Date, stated to be for
the purposes of this Agreement and prepared in accordance with Clause 14 which
shows the value of the Relevant Ship in an amount acceptable to the Lender.  5A favourable opinion (at the cost of the Borrower) from an
independent insurance consultant acceptable to the Lender on such matters
relating to the insurances for the Relevant Ship as the Lender may require.  Every copy document delivered under this
Schedule shall be certified as a true and up to date copy by a director or the
secretary (or equivalent officer) of the relevant Owner.  58


SCHEDULE 3  AMOUNT OF ADVANCES  Stage of Construction
  
  Amount due
  to Yard
  under
  Shipbuilding
  Contract
  
  Extra pre
  delivery
  costs
  
  Total
  Payment
  required
  per stage
  
  Maximum
   amount of
  Advance($)
  
  ($)
  
  ($)
  
  ($)Issuance of refund guarantee
  
  18,300,000
  
  1,700,000
  
  20,000,000
  
  16,000,000Steel-cutting
  
  18,300,000
  
  950,000
  
  19,250,000
  
  15,400,000Keel-laying
  
  9,150,000
  
  1,100,000
  
  10,250,000
  
  8,200,000Launching
  
  9,150,000
  
  475,000
  
  9,625,000
  
  7,700,000Delivery
  
  36,600,000
  
  2,275,000
  
  38,875,000
  
  31,100,000Total
  
  91,500,000
  
  6,500,000
  
  98,000,000
  
  78,400,000  59


SCHEDULE 4  FORM OF COMPLIANCE CERTIFICATE  To:
  Emporiki Bank of Greece
  S.A.114 KolokotroniPiraeus 185 35GreeceAttn: the Manager2007  Dear Sirs,  We refer to a loan agreement
          2007 (the Loan Agreement) made between yourselves as
lender and ourselves as borrower in relation to a loan facility of up to
$156,800,000 in aggregate.  Words and expressions defined in the Loan Agreement
shall have the same meaning when used in this compliance certificate.  We enclose with this certificate a copy of the
[audited]/[unaudited] consolidated accounts for the Borrowers Group for the
[Financial Year] [6-month period] ended [l].  The accounts (i) have
been prepared in accordance with all applicable laws and USGAAP all
consistently applied, (ii) give a true and fair view of the state of
affairs of the Borrowers Group at the date of the accounts and of its profit
for the period to which the accounts relate and (iii) fully disclose or
provide for all significant liabilities of the Borrowers Group.  We also enclose copies of the valuations of all the
Fleet Vessels which were used in calculating the Market Value Adjusted Total
Assets of the Borrowers Group as at [l].  The Borrower represents that no Event of Default or
Potential Event of Default has occurred as at the date of this certificate
[except for the following matter or event [set
out all material details of matter or event]].  In addition as of [l], the
Borrower confirms compliance with the financial covenants set out in Clause
11.5 of the Loan Agreement for the [12][6] months ending as of the date to
which the enclosed accounts are prepared.  We now certify that, as at [l]:  (a)the ratio of Total Liabilities (after deducting all Cash and Cash
Equivalents) to Market Value Adjusted Total Assets (after deducting all Cash
and Cash Equivalents) is [l]:[l];  (b)the aggregate of all Cash and Cash Equivalents is $[l];  (c)the Interest Coverage Ratio is [l]:[l];  (d)the Market Value Adjusted Net Worth of the Borrowers Group is $[l];  (e)the Book Net Worth of the Borrowers Group is $[l]; and  (f)the Shareholders Equity is $[l], which represents [l] per cent. of the Total Assets.  This certificate shall be governed by, and construed
in accordance with, English law.  60


[l]Chief Financial Officer ofDanaos Corporation  61


EXECUTION PAGE  BORROWERSIGNEDby
  I. Koustas
  )
  /s/ I. Koustasfor and on behalf of
  )DANAOS
  CORPORATION
  )in the presence of:
  Evangelia
  Hatziefstratiou
  )
  /s/ Evangelia HatziefstratiouWatson,
  Farley & WilliamsLENDERSIGNEDby
  S. Kriempardis
  )
  /s/ S. Kriempardisfor and on behalf of
  )EMPORIKI BANK
  OF GREECE S.A.
  )in the presence of:
  Evangelia Hatziefstratiou
  )
  /s/ Evangelia
  HatziefstratiouWatson,
  Farley & Williams  62