**Exhibit4.17**

Dated 14 November 2006

**DANAOSCORPORATION**

as Borrower

- and -

**THE BANKSAND FINANCIAL INSTITUTIONS**

**listed inSchedule 1**

as Lenders

- and -

**HSHNORDBANK AG**

as Swap Bank

- and -

**AEGEAN BALTIC BANK S.A.**and

**HSH NORDBANK AG**

as Arrangers

- and -

**AEGEAN BALTIC BANK S.A.**

as Agent

and SecurityTrustee

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**LOANAGREEMENT**

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relating to revolvingcredit and term loan facilities

of up to US$700,000,000to refinance certain existing

indebtedness, to financepart of the purchase

price of certain approvedships and to provide additional liquidity

for generalworking capital and other corporate purposes of the Borrower

**WATSON, FARLEY & WILLIAMS**

**Piraeus**

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**INDEX**
| Clause     | ** ** | ** **                                                       | ** ** | **Page**   |
|------------|------------|------------------------------------------------------------------|------------|------------|
| ** ** | ** ** | ** **                                                       | ** ** | ** ** |
| 1          |       | INTERPRETATION                                                   |       | 2          |
|       |       |                                                             |       |       |
| 2          |       | FACILITIES                                                       |       | 23         |
|       |       |                                                             |       |       |
| 3          |       | POSITION OF THE LENDERS, THE SWAP BANK AND THE  MAJORITY LENDERS |       | 23         |
|       |       |                                                             |       |       |
| 4          |       | DRAWDOWN                                                         |       | 25         |
|       |       |                                                             |       |       |
| 5          |       | CURRENCY OPTION                                                  |       | 27         |
|       |       |                                                             |       |       |
| 6          |       | INTEREST                                                         |       | 32         |
|       |       |                                                             |       |       |
| 7          |       | INTEREST PERIODS                                                 |       | 34         |
|       |       |                                                             |       |       |
| 8          |       | DEFAULT INTEREST                                                 |       | 34         |
|       |       |                                                             |       |       |
| 9          |       | CONVERSION TO TERM LOAN; REPAYMENT AND PREPAYMENT                |       | 35         |
|       |       |                                                             |       |       |
| 10         |       | CONDITIONS PRECEDENT                                             |       | 39         |
|       |       |                                                             |       |       |
| 11         |       | REPRESENTATIONS AND WARRANTIES                                   |       | 40         |
|       |       |                                                             |       |       |
| 12         |       | GENERAL UNDERTAKINGS                                             |       | 42         |
|       |       |                                                             |       |       |
| 13         |       | CORPORATE UNDERTAKINGS                                           |       | 46         |
|       |       |                                                             |       |       |
| 14         |       | INSURANCE                                                        |       | 47         |
|       |       |                                                             |       |       |
| 15         |       | SHIP COVENANTS                                                   |       | 52         |
|       |       |                                                             |       |       |
| 16         |       | SECURITY COVER                                                   |       | 56         |
|       |       |                                                             |       |       |
| 17         |       | PAYMENTS AND CALCULATIONS                                        |       | 58         |
|       |       |                                                             |       |       |
| 18         |       | APPLICATION OF RECEIPTS                                          |       | 60         |
|       |       |                                                             |       |       |
| 19         |       | APPLICATION OF EARNINGS                                          |       | 61         |
|       |       |                                                             |       |       |
| 20         |       | EVENTS OF DEFAULT                                                |       | 61         |
|       |       |                                                             |       |       |
| 21         |       | FEES AND EXPENSES                                                |       | 66         |
|       |       |                                                             |       |       |
| 22         |       | INDEMNITIES                                                      |       | 67         |
|       |       |                                                             |       |       |
| 23         |       | NO SET-OFF OR TAX DEDUCTION                                      |       | 69         |
|       |       |                                                             |       |       |
| 24         |       | ILLEGALITY, ETC                                                  |       | 70         |
|       |       |                                                             |       |       |
| 25         |       | INCREASED COSTS                                                  |       | 70         |
|       |       |                                                             |       |       |
| 26         |       | SET-OFF                                                          |       | 71         |

 

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| 27                                        | TRANSFERS AND CHANGES IN LENDING OFFICES |   | 72     |
|-------------------------------------------|------------------------------------------|--------|--------|
|                                      |                                     |   |   |
| 28                                        | VARIATIONS AND WAIVERS                   |   | 75     |
|                                      |                                     |   |   |
| 29                                        | NOTICES                                  |   | 76     |
|                                      |                                     |   |   |
| 30                                        | SUPPLEMENTAL                             |   | 77     |
|                                      |                                     |   |   |
| 31                                        | LAW AND JURISDICTION                     |   | 77     |
|                                      |                                     |   |   |
| SCHEDULE 1 LENDERS AND COMMITMENTS        |                                     | 79     |
|                                      |                                     |   |
| SCHEDULE 2 DRAWDOWN NOTICE                |                                     | 80     |
|                                      |                                     |   |
| SCHEDULE 3 CONDITION PRECEDENT DOCUMENTS  |                                     | 81     |
|                                      |                                     |   |
| SCHEDULE 4 TRANSFER CERTIFICATE           |                                     | 88     |
|                                      |                                     |   |
| SCHEDULE 5 DESIGNATION NOTICE             |                                     | 92     |
|                                      |                                     |   |
| SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE |                                     | 93     |
|                                      |                                     |   |
| EXECUTION PAGE                            |                                     | 94     |

 

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**THIS LOAN AGREEMENT**is made on 14 November 2006

**BETWEEN**:

(1)                                  **DANAOS CORPORATION**, as **Borrower**;

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

(3)                                  **HSH NORDBANK AG**,****acting through its office at Martensdamm 6, D-24103 Kiel,Germany as **Swap Bank**;

(4)                                  **AEGEAN BALTIC BANK S.A.**, acting through its office at 28Diligianni Street, 145 62 Kifissia, Greece and **HSH NORDBANKAG**, acting through its office at Gerhart-Hauptmann-Platz 50,D-20095, Hamburg, Germany, as **Arrangers**; and

(5)                                  **AEGEAN BALTIC BANK S.A.**, acting through its office at 28 Diligianni Street, 145 62Kifissia, Greece, as **Agent** and **Security Trustee**.

**WHEREAS**:

(A)                              TheLenders agreed to make available to the Borrower revolving credit and term loanfacilities of up to US$700,000,000 in aggregate as follows:

### (a)                                  inthe period commencing on the date of this Agreement and ending on the datefalling on the fifth anniversary thereof a secured revolving credit of up toUS$700,000,000 divided into:

#### (i)                                     a5-year revolving credit facility of initially up to US$200,000,000 (which maybe increased by the aggregate drawings made by the Borrower pursuant to thefacility referred to in sub-paragraph (ii) below):

(aa)                            tobe on-lent by the Borrower to certain wholly-owned subsidiaries of the Borrowerto assist such subsidiaries in refinancing the Existing Indebtedness (ashereafter defined), in financing part of the acquisition cost of certainApproved Ships (as hereafter defined); and

(bb)                          toprovide the Borrower with additional liquidity for its general working capitaland corporate purposes;

#### (ii)                                  asecured 364-day revolving credit facility of up to US$500,000,000:

(aa)                            tobe on-lent by the Borrower to certain wholly-owned subsidiaries of the Borrowerto assist such subsidiaries in financing part of the acquisition cost ofcertain Approved Ships; and

(bb)                          toprovide the Borrower with additional liquidity for its general working capitaland corporate purposes;

(b)                                 onthe date falling on the fifth anniversary of this Agreement all amounts thenoutstanding under the revolving credit facility referred to in sub-paragraph(a) above shall be converted into a term loan facility which shall be repaidover a period of up to 5 years in accordance with the terms of this Agreement.

(B)                                Tothe extent initially borrowed for the purposes listed in sub-paragraph (a) ofRecital (A) and prepaid, the Borrower shall be entitled to reborrow the prepaidamounts for the purposes referred to in sub-paragraph (a)(ii).

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(C)                                TheSwap Bank has agreed to enter into interest rate swap and forward foreignexchange transactions with the Borrower from time to time to hedge the Borrower’sexposure under this Agreement to interest rate fluctuations and to exchangerate fluctuations between any Optional Currencies (as hereafter defined) and Dollars.

(D)                             TheLenders and the Swap Bank have agreed to share pari passu in the security to begranted to the Security Trustee pursuant to this Agreement.

**IT IS AGREED** asfollows:

# **1**                                         **INTERPRETATION**

## **1.1****                               Definitions.**  Subject to Clause 1.5, in this Agreement:

“**Advance**” means the principal amount ofeach borrowing by the Borrower under this Agreement;

“**Affected Lender**” has the meaning givenin Clause 6.7;

“**Age**”  means, in relation to any Mortgaged Ship, thenumber of integral years from the year in which the construction of that Shipwas completed until the Amortising Period Commencement Date;

“**Agency and Trust Agreement**”  means the agency and trust agreement executedor to be executed between the Borrower, the Lenders, the Swap Bank, the Agentand the Security Trustee in such form as the Lenders may approve or require;

“**Agent**” means Aegean Baltic Bank S.A., in its capacity as agent for the Lendersunder the Finance Documents, or any successor of it in such capacity appointedunder clause 5 of the Agency and Trust Agreement;

“**Amortising Period****Commencement Date**”  means the date falling on the fifthanniversary of this Agreement;

“**APL**”  means APL (Bermuda) Ltd., a companyincorporated under the laws of Bermuda whose registered office is at CedarHouse, 41 Cedar Avenue, Hamilton, Bermuda;

“**Applicable****Accounts**” means, in relation to aCompliance Date or an accounting period, the consolidated balance sheets andrelated consolidated statements of stockholders’ equity, income and cash flows,together with related notes, of the Borrower’s Group set out in the annualfinancial statements or interim financial statements of the Borrower’s Groupprepared as of the Compliance Date or, as the case may be, the last day of theaccounting period in question (and which the Borrower is obliged to deliver tothe Agent pursuant to Clause 12.6);

“**Approved Broker**”  means each of Braemar Seascope ShipbrokersLimited, Howe Robinson & Co. Ltd., H. Clarkson & Company Limited,Simpson Spence & Young, Maersk Shipbrokers and any other independent saleand purchase shipbroker as may be approved by the Agent from time to time;

“**Approved Flag**”  means any of the Greek, Panamanian, Liberian,Marshall Islands, Bahamas, Maltese, Cypriot or Singaporean flags or any otherflag as the Lenders may, in their absolute discretion, approve as the flag onwhich a Ship may be registered;

“**Approved Flag State**”  means any of Greece, Panama, Liberia, theMarshall Islands, the Commonwealth of the Bahamas, Malta, Cyprus or Singaporeor any other country in 

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which the Lenders may, in their absolute discretion, approve that aShip may be registered;

“**Approved Guarantor**”  means a company which is a wholly-ownedsubsidiary of the Borrower incorporated in an Approved Flag State and whichshall be the owner of a Mortgaged Ship;

“**Approved Manager**”  means in relation to each Mortgaged Ship,Danaos Shipping Co. Ltd., a company incorporated in the Republic of Cypruswhose registered office is at Libra House, 16 P. Catelari Street, Nicosia,Cyprus or any other company which the Agent may, with the authorisation of theMajority Lenders, approve from time to time as the manager of that Ship;

“**Approved MOA**”  means, in relation to an Approved Ship, thememorandum of agreement (including any amendments or supplements thereto) to bemade between the Approved Seller thereof and the Approved Guarantor who is thebuyer thereof on such terms and conditions to be approved by the Lenders (suchapproval not to be unreasonably withheld) and, in the plural, means all ofthem;

“**Approved Seller**”  means, in relation to an Approved Ship, theseller of such Approved Ship and, in the plural, means all of them;

“**Approved Ship**”  means:

(a)                                  anycontainer vessel whose nominal container carrying capacity is not less thanapproximately 700 TEUs and which on the date of the Mortgage relative theretois not more than 15 years old; or

(b)                                 anybulk carrier of not less than approximately 20,000 metric tons deadweight andwhich on the date of the Mortgage relative thereto is not more than 10 yearsold; or

(c)                                  anyother ship owned by the Borrower or an Approved Guarantor which is listed inAppendix I of the commitment letter dated 29 June 2006 issued by Aegean BalticBank S.A. (on behalf of the Arrangers) to the Borrower; or

(d)                                 anyother type of vessel,

nominated by the Borrower and to be approved by the Lenders (in thecase of a Ship falling within paragraphs (a), (b) and (c) above such approvalshall not be unreasonably withheld and in the case of a Ship falling withinparagraph (d) above such approval shall be in the sole and absolute discretionof the Lenders) as an “Approved Ship”for the purposes of this Agreement and, in the plural, means all of them;

“**Arrangers**”means, together, HSH Nordbank AG and Aegean Baltic Bank S.A.;

“**Availability Period**” means the periodcommencing on the date of this Agreement and ending on:

(a)                                  inthe case of an Advance under the Long-Term Revolving Facility, and subject toClause 4.2(a), the date falling 30 days before the end of the Revolving Period **Provided that**if****the Drawdown Date of the first Advance under the Long-TermRevolving Facility (which shall be applied in refinancing the ExistingIndebtedness) has not occurred by 31 December 2006 the Total Commitments shallbe cancelled and terminated on that day;

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(b)                                 inthe case of an Advance under the Short-Term Revolving Facility, and subject toClauses 4.2(b) and 4.8, the date falling 364 days after the date of thisAgreement,

(or in any such case, such later date as the Agent may, with theauthorisation of all the Lenders, agree with the Borrower); and

(c)                                  ifearlier, the date on which the Total Commitments are fully cancelled orterminated;

“**Balloon Instalment**”  and “**Balloon Instalments**”have the meaning given in Clause 9.2(a);

“**Bareboat Charter Security Agreement**”  means, in relation to any Mortgaged Shipwhich is subject to a bareboat charter (such charter to be entered into by therelevant Owner with the prior consent of the Agent pursuant to Clause15.13(a)), an agreement or agreements whereby the Security Trustee receives an assignmentof the rights of the relevant Owner under the bareboat charter and certainundertakings from that Owner and the relevant charterer and, if so agreed bythe Security Trustee (acting with the authorisation of the Lenders), agrees togive certain undertakings to that charterer, in each case, in such form as theLenders may approve or require and, in the plural, means all of them;

“**Bareboat-equivalent Time Charter Income**”  means, in relation to a Ship, the aggregatecharter hire due and payable to the Owner of that Ship for the remainingunexpired term of the charter or other contract of employment relative to thatShip at the relevant time (excluding any option periods (as that term isdefined in Clause 16.5(a))) less the aggregate operating expenses of the Shipas determined by the Borrower and certified to the satisfaction of the Agentfor the same period;

“**Book Net Worth**”  means, as of any Compliance Date, theaggregate of:

(a)                                  theamount paid up or credited as paid up on the issued share capital of theBorrower (other than any redeemable share capital) and any capital surplus inrespect of the issued share capital of the Borrower;

(b)                                 theamount standing to the credit of the consolidated capital and revenue reservesof the Borrower’s Group; and

(c)                                  theamount standing to the credit of the Borrower’s Group consolidated profit andloss account

as each such amounts isshown in the Applicable Accounts;

“**Borrower**”  means Danaos Corporation, a corporationdomesticated and existing under the laws of the Republic of the MarshallIslands whose registered office is at Trust Company Complex, Ajeltake Road,Ajeltake Island, Majuro, The Marshall Islands MH 96960 (and includes itssuccessors);

“**Borrower’s Group**” means the Borrowerand each of its subsidiaries;

“**Business Day**”  means a day on which banks are generally openfor business in London, Athens, Hamburg and Kiel and, if on that day a paymentor other dealing is due to take place under this Agreement:

(a)                                  inDollars, a day on which commercial banks are open in New York City;

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(b)                                 inan Optional Currency (other than Euros), a day on which commercial banks areopen in New York City and the principal financial centre of the country of thatOptional Currency; and

(c)                                  inEuros, a Target Day;

“**Cash and Cash Equivalents**”  means the aggregate of:

### (a)                                  theamount of freely available credit balances on any deposit or current account;

### (b)                                 themarket value of transferable certificates of deposit in a freely convertiblecurrency acceptable to the Lenders issued by a prime international bank; and

### (c)                                  themarket value of equity securities (if and to the extent that the Agent issatisfied that such equity securities are readily saleable for cash and thatthere is a ready market therefor) and investment grade debt securities which arepublicly traded on a major stock exchange or investment market (valued atmarket value as at any applicable date of determination);

in each case owned free of any Security Interest (other than a SecurityInterest in favour of the Security Trustee) by the Borrower or any of itssubsidiaries where:

(i)                                     themarket value of any asset specified in paragraph (b) and (c) shall be the bidprice quoted for it on the relevant calculation date by the Agent: and

(ii)                                  theamount or value of any asset denominated in a currency other than Dollars shallbe converted into Dollars using the Agent’s spot rate for the purchase ofDollars with that currency on the relevant calculation date;

“**Charterparty Assignment**”  means, in relation to:

(a)                                  anExisting Ship (at all times during the term of the Existing Charter relativethereto), an assignment of the rights of the Owner of that Existing Ship underthe Existing Charter relative to that Existing Ship executed or to be executedby the relevant Owner in favour of the Security Trustee; and

(b)                                 eachother Mortgaged Ship and each Existing Ship after the expiry of the ExistingCharter relative thereto, an assignment of the rights of the relevant Ownerunder any time charterparty or contract of affreightment in respect of suchShip of at least 12 consecutive months or under any bareboat charter and anyguarantee of such charter or contract of employment in respect of such Shipexecuted or to be executed by the relevant Owner in favour of the SecurityTrustee,

in each case, in such form as the Lenders may approve or require and,in the plural, means all of them;

“**CMA CGM**”  means CMA CGM S.A., a company incorporatedacting in France acting through its office in Marseille, France;

“**Commitment**”  means, in relation to a Lender, the amount setopposite its name in Schedule 1, or, as the case may require, the amountspecified in the relevant Transfer Certificate, as that amount may be reduced,cancelled or terminated in accordance with this Agreement (and “**Total Commitments**” means the aggregate of the Commitments ofall the Lenders);

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“**Compliance Date”** means 30June and 31 December in each calendar year (or such other dates as of which theBorrower prepares the consolidated financial statements which it is required todeliver pursuant to Clause 12.6);

“**Confirmation**”  and “**Early Termination Date**”,in relation to any continuing Designated Transaction, have the meanings givenin the Master Agreement;

“**Contractual Currency**” has the meaninggiven in Clause 22.5;

“**Contribution**”  means, in relation to a Lender, the part ofthe Loan which is owing to that Lender;

“**Creditor Party**”  means the Agent, the Security Trustee, theSwap Bank, either Arranger or any Lender, whether as at the date of thisAgreement or at any later time;

“**Danaos Earnings Account**”  means an account of the name of the Borrowerwith the Agent in Athens designated “Danaos Corporation - US$700m FacilityEarnings Account” or any other account (with that or another office of theAgent) which is designated by the Agent as the Danaos Earnings Account for thepurposes of this Agreement;

“**Danaos****Earnings****Account Pledge**”means a pledge of the Danaos Earnings Account executed or to be executed by theBorrower in favour of the Lenders and the Agent in such form as the Lenders mayapprove or require;

“**Deed of Covenant**”  means, in relation to any Mortgaged Shipregistered on the Maltese, Cyprus, Singapore or Bahamas flag, a deed ofcovenant collateral to the Mortgage on such Ship, to be in such form as theLenders may approve or require and, in the plural, means all of them;

“**Designated Transaction**” means aTransaction which fulfils the following requirements:

(a)                                  itis entered into by the Borrower pursuant to the Master Agreement with the SwapBank which, at the time the Transaction is entered into, is also a Lender;

(b)                                 itspurpose is the hedging of the Borrower’s exposure (i) under this Agreement tofluctuations in LIBOR arising from the funding of the Loan (or any partthereof) for a period expiring no later than the final Repayment Date or (ii)to fluctuations in the exchange rate between any of the Optional Currencies andDollars; and

(c)                                  itis designated by the Borrower, by delivery by the Borrower to the Agent of anotice of designation in the form set out in Schedule 5, as a DesignatedTransaction for the purposes of the Finance Documents;

“**DollarAdvance**”  means each Advancerequested by, and made available to, the Borrower and/or continued in Dollarsand in the plural means all of them;

“**Dollar Spot Rate of Exchange**”  means, in relation to Dollars and in respectof any Interest Period, the Agent’s spot rate of exchange for the purchase inthe London Interbank Market or, as the case may be, the European InterbankMarket of Dollars with an Optional Currency at or about 11.00 a.m. (Londontime) on the Quotation Date for the relevant Interest Period;

“**Dollars**” and “**$**”  means the lawful currency for the time beingof the United States of America;

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“**Drawdown Date**”  means, in relation to an Advance, the daterequested by the Borrower for that Advance to be made, or (as the contextrequires) the date on which the Advance is actually made;

“**Drawdown Notice**”  means a notice in the form set out inSchedule 2 (or in any other form which the Agent approves or reasonablyrequires);

“**Earnings**” means, in relation to eachMortgaged Ship, all moneys whatsoever which are now, or later become, payable(actually or contingently) to the Owner of that Ship or the Security Trusteeand which arise out of the use or operation of that Ship, including (but notlimited to):

(a)                                  allfreight, hire and passage moneys, compensation payable to the Owner of thatShip or the Security Trustee in the event of requisition of that Ship for hire,remuneration for salvage and towage services, demurrage and detention moneysand damages for breach (or payments for variation or termination) of anycharterparty or other contract for the employment of that Ship;

(b)                                 allmoneys which are at any time payable under Insurances in relation to that Shipin respect of loss of earnings; and

(c)                                  ifand whenever that Ship is employed on terms whereby any moneys falling withinparagraphs (a) or (b) above are pooled or shared with any other person, thatproportion of the net receipts of the relevant pooling or sharing arrangementwhich is attributable to that Ship;

“**Earnings Accounts**”  means, together, with Danaos Earnings Accountand the Owner’s Earnings Account and in the singular means any of them;

“**EBITDA**” means, in respect of the relevant period, the Net Income of the Borrower’sGroup before interest, taxes, depreciation and amortisation and any capitalgains or losses realised from the sale of any Fleet Vessels as shown in theApplicable Accounts;

“**EMU Legislation**”  means legislative measures of the Council ofthe European Union for the introduction of, changeover to, or operation of, asingle or unified European currency being part of the implementation of theThird Stage;

“**Environmental Claim**” means:

(a)                                  anyclaim by any governmental, judicial or regulatory authority which arises out ofan Environmental Incident or an alleged Environmental Incident or which relatesto any Environmental Law; or

(b)                                 anyclaim by any other person which relates to an Environmental Incident or to analleged Environmental Incident;

and “**claim**” means a claim for damages, compensation, fines,penalties or any other payment of any kind whether or not similar to theforegoing; an order or direction to take, or not to take, certain action or todesist from or suspend certain action; and any form of enforcement orregulatory action, including the arrest or attachment of any asset;

“**Environmental Incident**” means, in relation to each Mortgaged Ship:

(a)                                  anyrelease of Environmentally Sensitive Material from that Ship; or

(b)                                 anyincident in which Environmentally Sensitive Material is released from a vesselother than that Ship and which involves a collision between that Ship and suchother vessel or some other incident of navigation or operation, in either case,

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in connection with whichthat Ship is actually or potentially liable to be arrested, attached, detainedor injuncted and/or that Ship and/or the Owner of that Ship and/or any operatoror manager of it is at fault or allegedly at fault or otherwise liable to anylegal or administrative action; or

(c)                                  anyother incident in which Environmentally Sensitive Material is releasedotherwise than from that Ship and in connection with which that Ship isactually or potentially liable to be arrested and/or where the Owner of thatShip and/or any operator or manager of that Ship is at fault or allegedly atfault or otherwise liable to any legal or administrative action;

“**Environmental Law**”  means any law relating to pollution orprotection of the environment, to the carriage of Environmentally SensitiveMaterial or to actual or threatened releases of Environmentally SensitiveMaterial;

“**Environmentally Sensitive Material**”  means oil, oil products and any othersubstance (including any chemical, gas or other hazardous or noxious substance)which is (or is capable of being or becoming) polluting, toxic or hazardous;

“**EURIBOR**”  means, for an Interest Period:

(a)                                  therate per annum equal to the offered quotation for deposits in Euros for aperiod equal to, or as near as possible equal to, the relevant Interest Periodwhich appears on the appropriate page of the Reuters Monitor Money RatesService at or about 11.00 a.m. (Brussels time) on the Quotation Date for thatInterest Period; or

(b)                                 ifno rate is quoted on the appropriate page of the Reuters Monitor Money RatesService, the rate per annum determined by the Agent 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 Agent by each Lender as the rate atwhich deposits in Euros are offered to that Lender by leading banks in theEuropean Interbank Market at that Lender’s request at or about 11.00 a.m.(Brussels time) on the Quotation Date for that Interest Period for a periodequal to that Interest Period and for delivery on the first Business Day of it;

“**Euro**” and “**Euros**” means, for the time being,the single currency of Participating Member States as provided in the EMULegislation;

“**European Interbank Market**” means theinterbank market for Euros operating in Participating Member States;

“**Existing Charter**”  means, in relation to:

(a)                                  “APLBELGIUM”, a time charter dated 30 November 1999 (as supplemented and amended byaddenda numbered 1 to 4 (inclusive) thereto and as the same may be furthersupplemented and amended from time to time), made between Lato and APL ascharterer;

(b)                                 “CMACGM ELBE”, a time charter dated 7 March 2003 (as supplemented and amended byaddenda numbered 1 to 6 (inclusive) thereto and as the same may be furthersupplemented and amended from time to time), made between Lacey and CMA CGM as charterer;

(c)                                  “CMACGM KALAMATA”, a time charter dated 7 March 2003 (as supplemented and amendedby addenda numbered 1 to 5 (inclusive) thereto and as the same may be furthersupplemented and amended from time to time), made between Geoffrey and CMA CGMas charterer;

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(d)                                 “CMACGM KOMODO”, a time charter dated 7 March 2003 (as supplemented and amended byaddenda numbered 1 to 5 (inclusive) thereto and as the same may be furthersupplemented and amended from time to time), made between Appleton and CMA CGM ascharterer;

(e)                                  “HENRY”,a time charter dated 19 November 2003 (as supplemented and amended by addendanumbered 1 to 2 thereto and as the same may be further supplemented and amendedfrom time to time), made between Tyron and Wan Hai Lines Ltd. of Taipei,Taiwan;

(f)                                    “HYUNDAICOMMODORE”, a time charter dated 14 April 2003 (as supplemented and amended byan addendum number 1 thereto and as the same may be further supplemented andamended from time to time) made between Commodore and HMM;

(g)                                 “HYUNDAIDUKE”, a time charter dated 14 April 2003 (as supplemented and amended by anaddendum number 1 thereto and as the same may be further supplemented andamended from time to time) made between Duke and HMM; and

(h)                                 “INDEPENDENCE”,a time charter dated 19 November 2003 (as supplemented and amended by addendanumbered 1 to 2 thereto and as the same may be further supplemented and amendedfrom time to time), made between Independence and Wan Hai Lines Ltd. of Taipei,Taiwan,

and in the plural means all of them;

“**ExistingIndebtedness**”  means, at anyrelevant time, the aggregate Financial Indebtedness of Lato and Commodore underthe Existing Loan Agreement;

“**Existing LoanAgreement**”  means the loanagreement dated 18 March 2005 made between (i) Lato, Commodore and certainother companies as joint and several borrowers, (ii) the banks and financialinstitutions referred to therein as lenders and (iii) Aegean Baltic Bank S.A.as agent and security agent in respect of a loan facility of (originally)$200,000,000 (of which an amount of $179,125,000 is outstanding by way ofprincipal on the date of this Agreement) and, in the singular, means any ofthem;

“**Existing Owners**”  means each of:

(a)                                  LatoShipping (Private) Ltd. (“**Lato**”),a company incorporated under the laws of the Republic of Singapore whoseregistered office is at 20 Raffles Place, #09-01, Ocean Towers, Singapore;

(b)                                 AppletonNavigation S.A. (“**Appleton**”);

(c)                                  CommodoreMarine Inc. (“**Commodore**”);

(d)                                 DukeMarine Inc. (“**Duke**”);

(e)                                  GeoffreyShipholding Limited (“**Geoffrey**”);

(f)                                    IndependenceNavigation Inc. (“**Independence**”);

(g)                                 LaceyNavigation Inc. (“**Lacey**”);

(h)                                 TyronEnterprises S.A. (“**Tyron**”),

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each a corporation incorporated under the laws of the Republic ofLiberia whose registered office is at 80 Broad Street, Monrovia, Liberia,

and, in the singular means any one of them;

“**Existing Ships**”  means each of:

(a)                                  “APLBELGIUM”, a 2002-built container vessel of approximately 5,500 TEUs containercarrying capacity which is registered in the ownership of Lato under Singaporeflag (“**APL BELGIUM**”);

(b)                                 “CMACGM ELBE”, a 1991-built container vessel of approximately 2,930 TEUs containercarrying capacity which is registered in the ownership of Lacey under Greekflag (“**CMA CGM ELBE**”);

(c)                                  “CMACGM KALAMATA”, a 1991-built container vessel of approximately 2,930 TEUscontainer carrying capacity which is registered in the ownership of Geoffreyunder Greek flag (“**CMA CGM KALAMATA**”);

(d)                                 “CMACGM KOMODO”, a 1991-built container vessel of approximately 2,930 TEUscontainer carrying capacity which is registered in the ownership of Appletonunder Greek flag (“**CMA CGM KOMODO**”);

(e)                                  “HENRY”,a 1986-built container vessel of approximately 3,065 TEUs container carryingcapacity which is registered in the ownership of Tyron under Greek flag (“**HENRY**”);

(f)                                    “HYUNDAICOMMODORE”, a 1992-built container vessel of approximately 4,650 TEUs containercarrying capacity which is registered in the ownership of Commodore under Greekflag (“**HYUNDAI COMMODORE**”);

(g)                                 “HYUNDAIDUKE”, a 1992-built container vessel of approximately 4,650 TEUs containercarrying capacity which is registered in the ownership of Duke under Greek flag(“**HYUNDAI DUKE**”); and

(h)                                 “INDEPENDENCE”,a 1986-built container vessel of approximately 3,045 TEUs container carryingcapacity which is registered in the ownership of Independence under Cypriotflag (“**INDEPENDENCE**”),

and, in the singular, means any one of them;

“**Event of Default**”  means any of the events or circumstancesdescribed in Clause 20.1;

“**Finance Documents**”  means:

(a)                                  thisAgreement;

(b)                                 theMaster Agreement;

(c)                                  theGuarantees;

(d)                                 theAgency and Trust Agreement;

(e)                                  theMaster Agreement Assignment;

(f)                                    theMortgages;

(g)                                 theDeeds of Covenant;

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(h)                                 theGeneral Assignments;

(i)                                     theDanaos Earnings Account Pledge;

(j)                                     theOwner’s Earnings Account Pledges;

(k)                                  anyCharterparty Assignment;

(l)                                     anyBareboat Charter Security Agreements;

(m)                               Manager’sUndertakings; and

(n)                                 anyother document (whether creating a Security Interest or not) which is executedat any time by the Borrower, any Owner or any other person as security for, orto establish any form of subordination or priorities arrangement in relationto, any amount payable to the Lenders under this Agreement or any of thedocuments referred to in this definition;

“**Financial Indebtedness**”  means, in relation to a person (the “**debtor**”),  a liabilityof the debtor:

(a)                                  forprincipal, interest or any other sum payable in respect of any moneys borrowedor raised by the debtor;

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

(c)                                  underany acceptance credit, guarantee or letter of credit facility made available tothe debtor;

(d)                                 undera financial lease, a deferred purchase consideration arrangement or any otheragreement having the commercial effect of a borrowing or raising of money bythe debtor;

(e)                                  underany foreign exchange transaction, any interest or currency swap or any otherkind of derivative transaction entered into by the debtor; or

(f)                                    undera guarantee, indemnity or similar obligation entered into by the debtor inrespect 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 Groupand each Owner, each period of 1 year commencing on 1 January in respect ofwhich 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 ofthe Borrower’s Group which, at the relevant time, are included within the TotalAssets of the Borrower’s Group in the balance sheet of the Applicable Accountsor which would be included within the balance sheet if the Applicable Accountswere required to be prepared at that time;

“**Forward Currency Swap**”  means any Transaction made between theBorrower and the Swap Bank pursuant to the Master Agreement for the forwardpurchase or sale of one Optional Currency either with another Optional Currencyor with Dollars;

“**General Assignment**”  means, in relation to each Mortgaged Ship, ageneral assignment of the Earnings, the Insurances and any RequisitionCompensation of that Ship executed or to be executed by the relevant Owner infavour of the Security Trustee in such form as the Lenders may approve orrequire and, in the plural, means all of them;

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“**Guarantee**”  means, in relation to each Owner, a guaranteeby that Owner of the Borrower’s liabilities under this Agreement and the otherFinance Documents executed or to be executed by the relevant Owner in favour ofthe Security Trustee in such form as the Lenders may approve or require and, inthe plural, means all of them;

“**HMM**”  means Hyundai Merchant Marine Inc., acorporation incorporated under the laws of the Republic of Liberia whoseregistered office is at 80 Broad Street, Monrovia, Liberia;

“**Insurances**”  means, in relation to each Mortgaged Ship:

(a)                                  allpolicies and contracts of insurance, including entries of that Ship in anyprotection and indemnity or war risks association, which are effected inrespect of that Ship, her Earnings or otherwise in relation to her; and

(b)                                 allrights 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 anaccounting period, the ratio of (a) EBITDA for the most recent financial periodof the Borrower’s Group to (b) the Net Interest Expenses for that financialperiod;

“**Interest Period**”  means a period determined in accordance withClause 7;

“**Interest Rate SwapRate**”  means, for anyapplicable period:

(a)                                  therate per annum equal to the offered quotation for deposits in Dollars for aperiod equal to, or as near as possible equal to, the relevant applicableperiod which appears on the appropriate page of the Reuters Monitor Money RatesService on the second Business Day prior to the commencement of the applicableperiod; or

(b)                                 ifno 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 SwapRate for a period equal to, or as near as possible equal to, the relevantapplicable period;

“**IPO**”  means a successful initial public offering ofthe shares of the Borrower on the New York Stock Exchange;

“**ISM Code**” means, in relation to its application to theApproved Manager, each Owner, the Mortgaged Ship owned by that Owner and its operation:

(a)                                  ‘TheInternational Management Code for the Safe Operation of Ships and for PollutionPrevention’, currently known or referred to as the ‘ISM Code’, adopted by theAssembly of the International Maritime Organisation by Resolution A.741(18) on4 November 1993 and incorporated on 19 May 1994 into chapter IX of theInternational Convention for the Safety of Life at Sea 1974 (SOLAS 1974); and

(b)                                 allfurther resolutions, circulars, codes, guidelines, regulations andrecommendations which are now or in the future issued by or on behalf of theInternational Maritime Organisation or any other entity with responsibility forimplementing the ISM Code, including without limitation, the ‘Guidelines onimplementation or administering of the International Safety Management (ISM)Code by Administrations’ produced by the International Maritime Organisationpursuant to Resolution A.788(19) adopted on 25 November 1995,

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as the same may beamended, supplemented or replaced from time to time;

“**ISM CodeDocumentation**” includes, in relation to each Mortgaged Ship:

(a)                                  thedocument of compliance (DOC) and safety management certificate (SMC) issuedpursuant to the ISM Code in relation to that Ship within the periods specifiedby the ISM Code; and

(b)                                 allother documents and data which are relevant to the ISM SMS and itsimplementation and verification which the Agent may require; and

(c)                                  anyother documents which are prepared or which are otherwise relevant to establishand maintain that Ship’s compliance or the compliance of the Owner of that Shipwith the ISM Code which the Agent may require;

“**ISM SMS**” means, in relation to eachMortgaged Ship, the safety management system for that Ship which is required tobe developed, implemented and maintained by the Owner of that Ship under theISM Code;

“**Japanese Yen**” means the lawful currencyfor the time being of Japan;

“**ISPS Code**”  means theInternational Ship and Port Facility Security Code adopted by the InternationalMaritime Organisation Assembly as the same may be amended or supplemented fromtime to time;

“**ISPS Code Documentation**” includes, in relation to each Mortgaged Ship:

(a)                                  theInternational Ship Security Certificate issued pursuant to the ISPS Code inrelation to that Ship within the period specified in the ISPS Code; and

(b)                                 allother documents and data which are relevant to the ISPS Code and its implementationand verification which the Agent may require;

“**Lender**” means, subject to Clause 27.6:

(a)                                  abank or financial institution listed in Schedule 1 and acting through itsbranch indicated in Schedule 1 (or through another branch notified to the Agentunder Clause 27.14) unless it has delivered a Transfer Certificate orCertificates covering the entire amounts of its Commitment and itsContribution; and

(b)                                 theholder for the time being of a Transfer Certificate;

(and includes their respective successors);

“**LIBOR**” means,for an Interest Period:

(a)                                  therate per annum equal to the offered quotation for deposits in Dollars or, asthe case may be, the relevant Optional Currency for a period equal to, or asnear as possible equal to, the relevant Interest Period which appears on theappropriate page of the Reuters Monitor Money Rates Service at or about 11.00a.m. (London time) on the Quotation Date for that Interest Period or on suchother service as may be nominated by the British Bankers’ Association as theinformation vendor for the purpose of displaying British Bankers’ AssociationInterest Settlement Rates for Dollars or, as the case may be, the relevantOptional Currency); or

(b)                                 if no rate is quoted on the appropriatepage of the Reuters Monitor Money Rates Service, the rate per annum determined by the Agent to be the arithmetic mean 

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(roundedupwards, if necessary, to the nearest one-sixteenth of one per cent.) of therates per annum notified to the Agent by each Lender as the rate at whichdeposits in Dollars****or, as thecase may be, the relevant Optional Currency are offered to that Lender byleading banks in the London Interbank Market at that Lender’s request at orabout 11.00 a.m. (London time) on the Quotation Date for that Interest Periodfor a period equal to that Interest Period and for delivery on the firstBusiness Day of it;

“**Loan**” means the aggregate principal amount of the Advances for the time beingoutstanding under this Agreement;

“**Long-Term Revolving Facility**”  means the aggregate principal amount ofinitially up to $200,000,000 (as such amount may be increased pursuant toClause 4.2(b)(iv));

“**Long-Term Revolving Facility Limit**”  means, at any time during the AvailabilityPeriod for the Long-Term Revolving Facility, an amount initially not exceeding$200,000,000 in aggregate which may be increased from time to time by theaggregate amount of all Advances initially drawn under the Short-Term RevolvingFacility and which have been consolidated into the Long-Term Revolving Facilitypursuant to Clause 4.2(b)(iii) and which may be reduced by any optionalcancellations made pursuant to this Agreement;

“**Major Casualty**”  means, in relation to each Mortgaged Ship,any casualty to that Ship in respect of which the claim or the aggregate of theclaims against all insurers, before adjustment for any relevant franchise ordeductible, exceeds $1,500,000 or the equivalent in any other currency;

“**Majority Lenders**”  means:

(a)                                  atany time when no Advances are outstanding, Lenders whose Commitments total 66.67per cent. of the Total Commitments; and

(b)                                 atany other time, Lenders whose Contributions total 66.67 per cent. of the Loan;

“**Management Agreement**”  means, in relation to each Mortgaged Ship, anagreement made or to be made between (i) the Owner of that Ship and (ii) theApproved Manager in respect of the commercial and technical management of theShip and, in the plural, means all of them;

“**Manager’s Undertaking**”  means, in relation to each Mortgaged Ship, aletter of undertaking executed or to be executed by the Approved Manager infavour of the Security Trustee in such form as the Lenders may approve orrequire agreeing certain matters in relation to the management of that Ship andsubordinating the rights of the Approved Manager against the Ship and the Ownerthereof to the rights of the Creditor Parties under the Finance Documents and,in the plural, means all of them;

“**Market Value**”  means, in relation to each Mortgaged Ship andeach Fleet Vessel, the market value thereof calculated in accordance withClause 16.4 or, as the case may be, Clause 16.5;

“**Market Value Adjusted Net Worth**”  means, at any time, the amount by which theMarket Value Adjusted Total Assets exceed the Total Liabilities;

“**Market Value Adjusted Total Assets**”  means, at any time, the Total Assets adjustedto reflect the Market Value of all Fleet Vessels (by substituting the value ofeach Fleet 

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Vessel as specified in the Applicable Accounts with the Market Value ofthat Fleet Vessel as at the relevant Compliance Date);

“**Margin**” means, 0.70 per cent. perannum;

“**Master Agreement**” means a masteragreement (on the 1992 or, as the case may be, 2002 ISDA (Multicurrency -Crossborder) form) made between the Borrower and the Swap Bank and includes allDesignated Transactions from time to time entered into and Confirmations fromtime to time exchanged under the master agreement;

“**Master Agreement Assignment**” means theassignment of the Master Agreement in such form as the Lenders may approve orrequire;

“**Mortgage**” means, in relation to eachMortgaged Ship, a first priority or preferred mortgage on that Ship executed orto be executed by the relevant Owner in favour of the Security Trustee or, asthe case may be, the Lenders, in each case to be in such form as the Lendersmay approve or require and, in the plural, means all of them;

“**Mortgaged Ship**”  means a Ship which is subject to a Mortgageat any relevant time and, in the plural, means all of them;

“**Negotiation Period**” has the meaninggiven in Clause 6.10;

“**Net Income**” means, in relation to eachFinancial Year of the Borrower, the aggregate income of the Borrower’s Groupappearing in the Applicable Accounts for that Financial Year less the aggregateof:

(a)                                  theamounts incurred by the Borrower’s Group during that Financial Year as expensesof its business;

(b)                                 depreciation,amortisation and all interest in respect of all Financial Indebtedness of theBorrower’s Group paid by all members of the Borrower’s Group during thatFinancial Year;

(c)                                  NetInterest Expenses;

(d)                                 taxes;and

(e)                                  otheritems charged to the Borrower’s consolidated profit and loss account for therelevant Financial Year;

“**Net InterestExpenses**”  means, as of anyCompliance Date, the aggregate of all interest, commitment and other fees,commissions, discounts and other costs, charges or expenses accruing due fromall the members the Borrower’s Group during that accounting period lessinterest income received, determined on a consolidated basis in accordance withUSGAAP and as shown in the consolidated statements of income for the Group inthe Applicable Accounts;

“**Optional Currency**” means any one ofEuro, Japanese Yen, Sterling or Swiss Francs or any other currency which may beapproved by all the Lenders (in their sole and absolute discretion)  **Providedthat** such currency is for the time being freely transferable, freelyconvertible into Dollars and dealt in on the London Interbank Market or, as thecase may be, the European Interbank Market;

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“**Optional Currency Advance**” means eachAdvance requested by, and made available to, the Borrower and/or continued inan Optional Currency and in the plural means all of them;

“**Original Dollar Amount**”means the amount in Dollars which would have been outstanding if the relevantAdvance had first been drawn in and had remained denominated in Dollars,reduced as may be appropriate from time to time by repayments and/orprepayments and in accordance with Clause 5;

“**Owner**” means, in relation to:

(a)                                  “APLBELGIUM”, Lato;

(b)                                 “CMACGM ELBE”, Lacey;

(c)                                  “CMACGM KALAMATA”, Geoffrey;

(d)                                 “CMACGM KOMODO”, Appleton;

(e)                                  “HENRY”,Tyron;

(f)                                    “HYUNDAICOMMORE”, Commodore;

(g)                                 “HYUNDAIDUKE”, Duke;

(h)                                 “INDEPENDENCE”,Independence; and

(i)                                     eachother Mortgaged Ship, the Approved Guarantor which (i) is the owner of suchMortgaged Ship or (ii) acquired such Mortgaged Ship pursuant to the ApprovedMOA relative thereto,

and, in the plural, means all of them;

“**Owner’s****Earnings Account**” means, in relation to each Mortgaged Ship, an account in the name of theOwner of such Ship with the Agent in Athens designated “[name of Ship] -Earnings Account” or any other account (with that or another office of theAgent) which is designated by the Agent as the Owner’s Earnings Account inrelation to that Ship for the purposes of this Agreement and, in the plural,means all of them;

“**Owner’s****Earnings****Account Pledge**”means, in relation to each Owner’s Earnings Account, a pledge of that Owner’sEarnings Account executed or to be executed by the relevant Owner in favour ofthe Lenders and the Agent in such form as the Lenders may approve or requireand, in the plural, means all of them;

“**Participating Member State**”  means each state so described in any EMULegislation;

“**Payment Currency**” has the meaning givenin Clause 22.5;

“**Permissible Limit**” means,for the purpose of Clause 5, the lesser of (a) the Total Commitments and (b)the Relevant Percentage (as defined in Clause 4.2) of the aggregate MarketValue of the Mortgaged Ships.

“**Pertinent Jurisdiction**”, in relation toa company, means:

(a)                                  Englandand Wales;

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

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(c)                                  acountry in which the company’s central management and control is or hasrecently been exercised;

(d)                                 acountry in which the overall net income of the company is subject tocorporation tax, income tax or any similar tax;

(e)                                  acountry in which assets of the company (other than securities issued by, orloans to, related companies) having a substantial value are situated, in whichthe company maintains a permanent place of business, or in which a SecurityInterest created by the company must or should be registered in order to ensureits validity or priority; and

(f)                                    acountry the courts of which have jurisdiction to make a winding up,administration or similar order in relation to the company or which would havesuch jurisdiction if their assistance were requested by the courts of a countryreferred to in paragraphs (b) or (c) above;

“**Potential Event of Default**”  means an event or circumstance which, withthe giving of any notice, the lapse of time, a determination of the MajorityLenders (in the case of any provision of this Agreement or any of the otherFinance Documents which is made subject to the determination of the MajorityLenders) and/or the satisfaction of any other condition, would constitute anEvent of Default;

“**Quotation Date**” means, in relation toany Interest Period (or any other period for which an interest rate is to bedetermined under any provision of a Finance Document):

(a)                                  inthe case of deposits in Dollars or an Optional Currency (other than Euros), theday on which quotations would ordinarily be given by leading banks in theLondon Interbank Market for deposits in the relevant currency to which suchrate is to be determined for delivery on the first day of that Interest Periodor other period; and

(b)                                 inthe case of deposits in Euros, the Target Day on which quotations wouldordinarily be given by leading banks in the European Interbank Market fordeposits in Euros for delivery on the first day of that Interest Period or otherperiod;

“**Reference Loan**” means, for the purpose ofClause 5, the amount in Dollars which would have been outstanding at therelevant time if the Term Loan had been (a) denominated in Dollars on theAmortising Period Commencement Date and thereafter remained denominated inDollars and (b) reduced from time to time by the repayments and/or prepayments(made in Dollars) referred to in Clause 9;

“**Reference Rate**”means:

(a)                                  inrelation to an Advance denominated in Dollars or in an Optional Currency (otherthan Euros), LIBOR; and

(b)                                 inrelation to an Advance denominated in Euros, EURIBOR;

“**Relevant Person**” has the meaning givenin Clause 20.9;

“**Repayment Date**”  means a date on which a repayment is requiredto be made under Clause 9;

“**Requisition Compensation**”  includes all compensation or other moneyspayable by reason of any act or event such as is referred to in paragraph (b)of the definition of “**Total Loss**”;

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“**Revolving Credit**”  means, at any time, the aggregate principalamount of the Long-Term Revolving Facility Limit and the Short-Term RevolvingFacility Limit or, as the context may require, the aggregate principal amountof the Advances under the Long-Term Revolving Facility and Short-Term RevolvingFacility outstanding under this Agreement at that time;

“**Revolving Period**”  means the period commencing on the date ofthis Agreement and ending on the date falling on the fifth anniversary of thedate of this Agreement;

“**Secured Liabilities**”  means all liabilities which the Borrower, theOwners, the other Security Parties or any of them have, at the date of thisAgreement or at any later time or times, under or by virtue of the FinanceDocuments or any judgement relating to the Finance Documents; and for thispurpose, there shall be disregarded any total or partial discharge of theseliabilities, or variation of their terms, which is effected by, or inconnection with, any bankruptcy, liquidation, arrangement or other procedureunder the insolvency laws of any country;

“**Security Cover Ratio**”  means the ratio which is determined, at anytime, by comparing the aggregate of the amounts referred to in paragraphs (a)and (b) of Clause 16.1 against the Loan;

“**Security Interest**”  means:

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

(b)                                 therights of the plaintiff under an action *in rem* in whichthe vessel concerned has been arrested or a writ has been issued or similarstep taken; and

(c)                                  anyarrangement entered into by a person (A) the effect of which is to placeanother person (B) in a position which is similar, in economic terms, to theposition in which B would have been had he held a security interest over anasset of A;

but this definition does not apply to a right of set off or combinationof accounts conferred by the standard terms of business of a bank or financialinstitution;

“**Security Party**”  means each of the Owners and any other person(except a Creditor Party) who, as a surety or mortgagor, as a party to anysubordination or priorities arrangement, or in any similar capacity, executes adocument falling within the last paragraph of the definition of “FinanceDocuments”;

“**Security Period**”  means the period commencing on the date ofthis Agreement and ending on the date on which the Agent notifies the Borrower,the Security Parties, the Lenders and the other Creditor Parties (which noticethe Agent shall give when the conditions set out below are satisfied) that:

(a)                                  allamounts which have become due for payment by the Borrower or any Security Partyunder the Finance Documents have been paid;

(b)                                 noamount is owing or has accrued (without yet having become due for payment)under any Finance Document;

(c)                                  neitherthe Borrower nor any Security Party has any future or contingent liabilityunder Clause 21, 22 or 23 or any other provision of this Agreement or anotherFinance Document; and

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(d)                                 theAgent, the Security Trustee and the Majority Lenders do not consider that thereis a significant risk that any payment or transaction under a Finance Documentwould be set aside, or would have to be reversed or adjusted, in any present orpossible future bankruptcy of the Borrower or a Security Party or in anypresent or possible future proceeding relating to a Finance Document or anyasset covered (or previously covered) by a Security Interest created by aFinance Document;

“**Security Trustee**”  means Aegean Baltic Bank S.A., in itscapacity as security trustee for the Lenders under the Finance Documents, orany successor of it in such capacity appointed under clause 5 of the Agency andTrust Agreement;

 “**Ships**”  means, together, the Existing Ships and theApproved Ships and, in the singular, means any of them;

“**Short-Term Revolving Facility**”  means the aggregate principal amount ofinitially up to $500,000,000 which may be drawn by the Borrower in accordancewith Clause 4.2;

“**Short-Term Revolving Facility Limit**”  means, at any time during the AvailabilityPeriod for the Short-Term Revolving Facility, an amount initially not exceeding$500,000,000 in aggregate which shall be reduced from time to time by (a) theaggregate amount of all Advances drawn under the Short-Term Revolving Facilityand consolidated into the Long-Term Revolving Facility pursuant to Clause4.2(b)(iv) and (b) any undrawn amounts of the Short-Term Revolving Facilitycancelled by the Lenders pursuant to Clause 4.8 or by the Borrower pursuant toClause 9.5;

“**Spot Rate of Exchange**”****means, inrelation to an Optional Currency and in respect of any Interest Period, theAgent’s spot rate of exchange for the purchase in the London Interbank Marketor, as the case may be, the European Interbank Market, of that OptionalCurrency with Dollars at or about 11.00 a.m. (London Time) on the QuotationDate for the relevant Interest Period;

“**Sterling**”** **meansthe lawful currency for the time being of the United Kingdom;

“**Sub-Loan**”  shall have the meaning given to that term inClause 9.2(c);

“**Swap Bank**”  means HSH Nordbank AG acting throughits office at Martensdamm 6, D-24103 Kiel, Germany;

“**Swap Exposure**” means, as at anyrelevant date, the amount certified by the Swap Bank to the Agent to be theaggregate net amount in Dollars which would be payable by the Borrower to theSwap Bank under (and calculated in accordance with) section 6(e) (Payments onEarly Termination) of the Master Agreement if an Early Termination Date hadoccurred on the relevant date in relation to all continuing Designated Transactionsentered into between the Borrower and the Swap Bank;

“**Swiss Francs**” means the lawful currencyfor the time being of the Swiss Federation;

“**Target Day**” means a day on which theTrans-european Automated Real time Gross settlement Express Transfer system isopen, which is, at the date of this Agreement, any day (other than a Saturdayor Sunday) other than Christmas Day and New Year’s Day;

“**Term Loan**”  means, on the Amortising Period CommencementDate, the aggregate principal amount of all the Advances (following theconversion of the Revolving Credit to the Term Loan pursuant to Clause 9.1)and, at all times thereafter, the Loan for the time being outstanding underthis Agreement;

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“**Third Stage**”  means the third stage of European economicand monetary union pursuant to the Treaty on European Union;

### “**Total Assets**”means, as of any Compliance Date, the aggregate value of all assets of theBorrower’s Group included in the Applicable Accounts as “**currentassets**” and the value of all investments (valued in accordance withUSGAAP) and all other tangible and intangible assets of the Borrower’s Groupproperly included in the Applicable Accounts as “**fixed assets**”in accordance with USGAAP;

“**Total Indebtedness**”  means the consolidated Financial Indebtednessof the Borrower’s Group as shown in the consolidated balance sheets for theBorrower’s Group in the Applicable Accounts;

“**Total Liabilities**” means,as of any Compliance Date, Total Assets less Book Net Worth;

“**Total Loss**”  means, in relation to each Mortgaged Ship:

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

(b)                                 anyexpropriation, confiscation, requisition or acquisition of that Ship, whetherfor full consideration, a consideration less than her proper value, a nominalconsideration or without any consideration, which is effected by any governmentor official authority or by any person or persons claiming to be or torepresent a government or official authority, excluding a requisition for hirefor a fixed period not exceeding one year without any right to an extension;

(c)                                  anycondemnation of that Ship by any tribunal or by any person or person claimingto be a tribunal; and any arrest, capture, seizure or detention of that Ship(including any hijacking or theft) unless she is within 30 days redelivered tothe full control of the Owner of that Ship;

“**Total Loss Date**”  means, in relation to each Mortgaged Ship:

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

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

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

(ii)                                  thedate of any compromise, arrangement or agreement made by or on behalf of theOwner of that Ship with that Ship’s insurers in which the insurers agree totreat that Ship as a total loss; and

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

“**Transaction” **has the meaning given in theMaster Agreement;

“**Transfer Certificate**”  has the meaning given in Clause 27.2;

“**Treaty on European Union**”  means the Treaty of Rome of 25 March 1957, asamended by the Single European Act 1986 and the Maastricht Treaty of 7 February1992;

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“**Trust Property**” has the meaning givenin clause 3.1 of the Agency and Trust Agreement;

“**USGAAP**” means generally acceptedaccounting principles as from time to time in effect in the United States ofAmerica;

“**Weighted Age**”  means, in relation to any Mortgaged Shipwhich is a container vessel, the product of that Ship’s Age multiplied by thatShip’s Weight Factor;

“**Weighted Average Age of the Ships**”  means, the aggregate of the single WeightedAge of all the Mortgaged Ships which are container vessels at the AmortisingPeriod Commencement Date; and

“**Weight Factor**”  means, in relation to any Mortgaged Shipwhich is a container vessel, the nominal TEU capacity of such Ship expressed asa percentage of the aggregate TEU capacity of all Mortgaged Ships on theAmortising Period Commencement Date which are container vessels.

## **1.2****                               Constructionof certain terms.**  In this Agreement:

“**approved**”  means, for the purposes of Clause 14,approved in writing by the Agent, with the authorisation of the MajorityLenders;

“**asset**” includes every kind of property,asset, interest or right, including any present, future or contingent right toany 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 liabilitywhich is not certain to arise and/or the amount of which remains unascertained;

“**document**” includes a deed; also aletter, fax or telex;

“**excess risks**”  means, in relation to each Mortgaged Ship,(i) the proportion of claims for general average, salvage and salvage chargeswhich are not recoverable as a result of the value at which that Ship isassessed for the purpose of such claims exceeding her hull and machineryinsured value and (ii) collision liabilities not recoverable in full under theapplicable hull and machinery insurance by reason of such liabilities exceedingsuch proportion of the insured value of that Ship as is covered thereunder;

“**expense**” means any kind of cost, chargeor expense (including all legal costs, charges and expenses) and any applicablevalue added or other tax;

“**law**” includes any form of delegatedlegislation, any order or decree, any treaty or international convention andany regulation or resolution of the Council of the European Union,  the European Commission, the United Nationsor its Security Council;

“**legal** or administrative action” meansany legal proceeding or arbitration and any administrative or regulatory actionor investigation;

“**liability**” includes every kind of debtor liability (present or future, certain or contingent), whether incurred asprincipal or surety or otherwise;

“**months**” shall be construed in accordance with Clause 1.3;

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“**obligatory insurances**”  means, in relation to each Mortgaged Ship,all insurances effected, or which the Owner of that Ship is obliged to effect,under Clause 14 or any other provision of this Agreement or another FinanceDocument;

“**parent company**”  has the meaning given in Clause 1.4;

“**person**” includes any company; any state, political sub-division of a state andlocal or municipal authority; and any international organisation;

“**policy**”, in relation to any insurance,includes a slip, cover note, certificate of entry or other document evidencingthe contract of insurance or its terms;

“**protection and indemnity risks**”  means the usual risks covered by a protectionand indemnity association managed in London, including, but not limited to,pollution, freight, demurrage and detention risks and the proportion (if any)of any sums payable to any other person or persons in case of collision which arenot recoverable under the hull and machinery policies by reason of theincorporation therein of Clause 1 of the Institute Time Clauses(Hulls)(1/10/83) or Clause 8 of the Institute Time Clauses (Hulls)(1/11/1995)or the Institute Amended Running Down Clause (1/10/71) or the Conditions andPlan of the Swedish Club or any equivalent provision;

“**regulation**” includes any regulation,rule, official directive, request or guideline whether or not having the forceof law of any governmental, intergovernmental or supranational body, agency,department or regulatory, self-regulatory or other authority ororganisation;

“**subsidiary**”  has the meaning given in Clause 1.4;

“**successor**” includes any person who isentitled (by assignment, novation, merger or otherwise) to any other person’srights under this Agreement or any other Finance Document (or any interest inthose rights) or who, as administrator, liquidator or otherwise, is entitled toexercise those rights; and in particular references to a successor include aperson to whom those rights (or any interest in those rights) are transferredor pass as a result of a merger, division, reconstruction or otherreorganisation of it or any other person;

“**tax**” includes any present or future tax, duty, impost, levy or charge of anykind which is imposed by any state, any political sub-division of a state orany local or municipal authority (including any such imposed in connection withexchange controls), and any connected penalty, interest or fine; and

“**war risks**”  includes all risks referred to in theInstitute War and Strike Clauses (Hulls) (1/10/83) and (1/11/95) including, butnot limited to, the risk of mines, blocking and trapping, missing vessel,political risks, deprivation, confiscation and all risks excluded by Clause 23of the Institute Time Clauses (Hulls) (1/10/83) or Clause 24 of the InstituteTime Clauses (Hulls) (1/11/1995) or in the Conditions and Plan of the SwedishClub.

## **1.3****                               Meaningof “month”.**  A period of one or more “months”ends on the day in the relevant calendar month numerically corresponding to theday of the calendar month on which the period started (“the numericallycorresponding day”), but:

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

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

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and “month” and “monthly”shall be construed accordingly.

## **1.4****                               Meaningof “subsidiary”.**  A company (S) is asubsidiary of another company (P) if:

### (a)                                  amajority of the issued shares in S (or a majority of the issued shares in Swhich carry unlimited rights to capital and income distributions) are directlyowned by P or are indirectly attributable to P; or

### (b)                                 Phas direct or indirect control over a majority of the voting rights attachingto the issued shares of S; or

### (c)                                  Phas the direct or indirect power to appoint or remove a majority of thedirectors of S; or

### (d)                                 Potherwise has the direct or indirect power to ensure that the affairs of S areconducted in accordance with the wishes of P;

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

**1.5****                               GeneralInterpretation.**

(a)                                  Inthis Agreement:

(i)                                     referencesto, or to a provision of, a Finance Document or any other document arereferences to it as amended or supplemented, whether before the date of thisAgreement or otherwise;

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

(iii)                               words denoting thesingular number shall include the plural and vice versa; and

(iv)                              wherea determination or opinion is stated to be “conclusive” it shall be binding onthe relevant party save for manifest error;

(b)                                 Clauses1.1 to 1.4 and paragraph (a) of this Clause 1.5 apply unless the contraryintention appears.

(c)                                  Theclause headings shall not affect the interpretation of this Agreement.

**2****                                         FACILITIES**

**2.1****                               Amountof facilities.**  Subject to the otherprovisions of this Agreement (including, without limitation, Clause 4.2), theLenders shall make available to the Borrower revolving credit and term loancredit facilities not exceeding $700,000,000 in aggregate at any time.

**2.2****                               Lenders’participations in Advances.**  Subjectto the other provisions of this Agreement, each Lender shall participate ineach Advance in the proportion which, as at the relevant Drawdown Date, itsCommitment bears to the Total Commitments.

**3****                                         POSITIONOF THE LENDERS, THE SWAP BANK AND THE MAJORITY LENDERS**

**3.1****                               Interestsof Lenders and Swap Bank several.** The rights of the Lenders and the Swap Bank under this Agreement and theMaster Agreement are several; accordingly:

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### (a)                                  eachLender shall be entitled to sue for any amount which has become due and payableby the Borrower to it under this Agreement; and

### (b)                                 theSwap Bank shall be entitled to sue for any amount which has become due andpayable by the Borrower to it under the Master Agreement,

### without joining the Agent, the SecurityTrustee, any other Lender or the Swap Bank as additional parties in theproceedings.

## **3.2****                               Proceedingsby individual Lender or Swap Bank.** However, without the prior consent of the Majority Lenders, no Lenderand the Swap Bank may bring proceedings in respect of:

### (a)                                  anyother liability or obligation of the Borrower or a Security Party under orconnected with a Finance Document or the Master Agreement; or

### (b)                                 anymisrepresentation or breach of warranty by the Borrower or a Security Party inor connected with a Finance Document or the Master Agreement.

## **3.3****                               Obligationsseveral.**  The obligations of theLenders under this Agreement and of the Swap Bank under the Master Agreementare several; and a failure of a Lender to perform its obligations under thisAgreement or of the Swap Bank to perform its obligations under the MasterAgreement shall not result in:

### (a)                                  theobligations of the other Lenders being increased; nor

### (b)                                 theBorrower, any Security Party or any other Creditor Party being discharged (inwhole or in part) from its obligations under any Finance Document;

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

## **3.4****                               Partiesbound by certain actions of Majority Lenders.**  Every Lender, the Swap Bank, the Borrower andeach Security Party shall be bound by:

### (a)                                  anydetermination made, or action taken, by the Majority Lenders under anyprovision of a Finance Document;

### (b)                                 anyinstruction or authorisation given by the Majority Lenders to the Agent or theSecurity Trustee under or in connection with any Finance Document;

### (c)                                  anyaction taken (or in good faith purportedly taken) by the Agent or the SecurityTrustee in accordance with such an instruction or authorisation.

## **3.5****                               Relianceon action of Agent.**  However, theBorrower and each Security Party:

### (a)                                  shallbe entitled to assume that the Majority Lenders have duly given any instructionor authorisation which, under any provision of a Finance Document, is requiredin relation to any action which the Agent has taken or is about to take; and

### (b)                                 shallnot be entitled to require any evidence that such an instruction orauthorisation has been given.

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## **3.6****                               Construction.**  In Clauses 3.4 and 3.5 references to actiontaken include (without limitation) the granting of any waiver or consent, anapproval of any document and an agreement to any matter.

# **4****                                         DRAWDOWN**

## **4.1****                               Requestfor Advance.**  Subject to thefollowing conditions, the Borrower may request an Advance to be made by ensuringthat the Agent receives a completed Drawdown Notice not later than 11.00 a.m.(Greek time) 3 Business Days prior to the intended Drawdown Date.

## **4.2****                               Availability.**  The conditions referred to in Clause 4.1 arethat:

### (a)                                  inthe case of an Advance under the Long-Term Revolving Facility;

#### (i)                                     theDrawdown Date of such Advance shall be a Business Day during the AvailabilityPeriod for the Long-Term Revolving Facility;

#### (ii)                                  theDrawdown Date in respect of the first such Advance shall not be later than 31December 2006 (and such Advance shall (inter alia) be applied in fullyrefinancing the Existing Indebtedness secured on the Existing Ships) and afailure by the Borrower to satisfy this condition shall result in theCommitments and all other obligations of each Lender to the Borrower under thisAgreement being automatically terminated on 31 December 2006; and

#### (iii)                               whensuch Advance is aggregated with all other then outstanding Advances under theLong-Term Revolving Facility (including, without limitation, any Advancesinitially made under the Short-Term Revolving Facility), the aggregate amountof such Advances does not exceed the lesser of (A) the Long-Term RevolvingFacility Limit and (B) the Relevant Percentage of the aggregate Market Valuesof the Mortgaged Ships;

### (b)                                 inthe case of an Advance under the Short-Term Revolving Facility:

#### (i)                                     onthe Drawdown Date of any Advance under the Short-Term Revolving Facility, theLong-Term Revolving Facility Limit will have been fully drawn;

#### (ii)                                  theDrawdown Date of such Advance shall be a Business Day during the AvailabilityPeriod relative to the Short-Term Revolving Facility;

#### (iii)                               whensuch Advance is aggregated with all other then outstanding Advances under theLong-Term Revolving Facility (including, without limitation, any Advancesinitially made under the Short-Term Revolving Facility), the Advances do notexceed the lesser of (A) the Total Commitments and (B) the Relevant Percentageof the aggregate Market Value of the Mortgaged Ships;

#### (iv)                              onthe Drawdown Date of such Advance (and immediately following the drawdownthereof), the Advance will be consolidated into the Long-Term RevolvingFacility and the Short-Term Revolving Facility Limit shall be permanentlyreduced by the amount of the Advance (and the Long-Term Revolving FacilityLimit will be increased by the same amount);

### (c)                                  eachAdvance shall be drawn down in an amount of at least $5,000,000 or a higherintegral multiple of $1,000,000; and

### (d)                                 ifany part of the Total Commitments relating to the Short-Term Revolving Facilityor the Long-Term Revolving Facility have not been borrowed before the end ofthe Availability 

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### Periodapplicable thereto, the Total Commitments shall on that date be permanentlycancelled by an amount equal to such undrawn amount,

In Clauses 4.2(a)(iii) and 4.2(b)(iii) “**Relevant Percentage**” means (1) at any time when the Loan does not exceed $200,000,000, 80 percent. and (2) at all other times, 75 per cent.

## **4.3****                               Purposeof Advances.**  The Borrower undertakeswith each Creditor Party to use each Advance only for the purposes stated inthe Recitals to this Agreement.

## **4.4****                              ****Notification to Lenders of receipt of Drawdown Notice.**  The Agent shall promptly notify the Lendersit has received a Drawdown Notice and the Agent shall inform each Lender of:

### (a)                                  theamount of the Advance and the Drawdown Date;

### (b)                                 theamount of that Lender’s participation in the Advance; and

### (c)                                  theduration of the first Interest Period relative to such Advance.

## **4.5****                               DrawdownNotice irrevocable.**  A DrawdownNotice 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 consentof the Agent, acting with the authorisation of the Majority Lenders.

## **4.6****                               Lendersto make available Contributions.**  Subjectto the provisions of this Agreement, each Lender shall, on and with value oneach Drawdown Date, make available to the Agent for the account of the Borrowerthe amount due from that Lender on that Drawdown Date under Clause 2.2.

## **4.7****                               Disbursementof Advances.**  Subject to theprovisions of this Agreement the Agent shall, on and with value on eachDrawdown Date, pay to the Borrower the amounts which the Agent receives fromthe Lenders under Clause 4.6; and that payment to the Borrower shall be made:

### (a)                                  inthe case of the first Advance under the Long-Term Revolving Facility whichshall be used to refinance the Existing Indebtedness, to such account of theExisting Owners (or any of them) as may be specified by the Agent to theBorrower, with such Advance being applied to fully prepay the ExistingIndebtedness;

### (b)                                 inthe case of each other Advance, to the account nominated by the Borrower in theDrawdown Notice and, if applicable, subject to such conditions or restrictionsas the Agent may reasonably impose; and

### (c)                                  ineach case, in the like funds as the Agent received the payments from theLenders.

## **4.8****                              ****Review of Availability Period for Short-Term Revolving Facility**.  If at the end of the Availability Period forthe Short-Term Revolving Facility the Short-Term Revolving Facility has notbeen fully drawn, the Borrower may, by giving the Agent not less than 30 daysnotice in writing, request the extension of the original Availability Periodfor the Short Term Revolving Facility for a further period of up to 364 days(an “**Extension Period**”).  If all the Lenders, acting in their sole andabsolute discretion, agree to extend the applicable Availability Period inaccordance with this Clause 4.8 the Agent shall send to the Borrower a noticein writing advising it of the period by which the Availability Period will beextended and the available amount of the Short-Term Revolving Facility duringthe Extension Period **Provided that**:

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### (a)                                  theLenders shall, in their sole and absolute discretion, determine how much of theShort-Term Revolving Facility Limit may be made available to the Borrowerduring any Extension Period and the length of the Extension Period and if theLenders agree to make available less than the whole of the Short-Term RevolvingFacility Limit, the balance shall be permanently cancelled and the Commitmentsof the Lenders shall be permanently reduced by (in aggregate) the amount whichhas been so cancelled; and

### (b)                                 ifthe Lenders agree to extend the Availability Period, the Borrower shall on orprior to the expiry of each Extension Period be entitled, by giving the Agentnot less than 30 days notice in writing, to request a further extension (of upto 364 days) in the Availability Period applicable to the Short-Term RevolvingFacility subject to making such a request prior to the date falling on thefourth anniversary of this Agreement;

### (c)                                  onthe earlier of (i) the end of the Availability Period in respect of theShort-Term Revolving Facility (as extended by one or more Extension Periods)and (ii) the Amortising Period Commencement Date, any undrawn amounts of theShort-Term Revolving Facility shall be permanently cancelled.

## **4.9****                              ****Approval of Ships**. Each Ship nominated by the Borrower to be an Approved Ship for thepurposes of this Agreement shall need to be approved first by all the Lendersas such (which approval shall not be unreasonably withheld in the case of aShip which falls within paragraphs (a), (b) or (c) of the definition of “ApprovedShip” and such approval shall be in the sole and absolute discretion of theLenders in the case of a Ship which falls within paragraph (d) of thedefinition of “Approved Ship”)  **Provided that** if a Lender fails to respond to the Agentwithin 10 Business Days of the Agent’s notice to the Lenders seeking theirapproval of a Ship as an Approved Ship, that Lender shall be deemed to havegiven its approval.

# **5****                                         CURRENCYOPTION**

## **5.1****                               Noticeof Optional Currency. **Subject to thefollowing provisions of this Clause 5 and the other provisions of thisAgreement, the Borrower may elect that up to 2 Advances each be denominated inan Optional Currency during an Interest Period applicable to each such Advanceby ensuring that the Agent receives, not later than 11.00 a.m. (London time) onthe third Business Day before the commencement of the Interest Period, a noticespecifying the Optional Currency in which the Borrower wishes such Advance tobe denominated during the Interest Period and the amount (in Dollars) to bedenominated in such Optional Currency **Provided always that**:

### (a)                                  theLoan may be divided at any time into Advances denominated in no more than 3different currencies with no more than 2 Advances being denominated in OptionalCurrencies;

### (b)                                 theamount of each Advance which is denominated in an Optional Currency shall notbe less than the higher of (i) the equivalent in the relevant Optional Currencyof $10,000,000 (determined by converting that Optional Currency into Dollars atthe applicable Dollar Spot Rate of Exchange) and (ii) an amount equal to atleast 20 per cent. of the aggregate amount of all Advances denominated inOptional Currencies (and the amounts referred to in this sub-paragraph (ii)shall be calculated by nominally converting into Dollars each Advancedenominated in an Optional Currency using the Dollar Spot Rate of Exchangeapplicable to the relevant Interest Period or Interest Periods);

### (c)                                  theaggregate amount of the Advances denominated in Optional Currencies (when suchAdvances are nominally converted into Dollars using the Dollar Spot Rate ofExchange applicable to the relevant Interest Period or Interest Periods) shallnot exceed the lesser of (i) $140,000,000 and (ii) 70 per cent. of the Loan;

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### (d)                                 noEvent of Default or Potential Event of Default shall have occurred or becontinuing; and

### (e)                                  theLenders are satisfied that funds in the Optional Currency requested by theBorrower are available to them in the normal course of business for theduration of the Interest Period.

## **5.2****                               Failureto give notice. **If the Borrowerfails to give a notice in accordance with, and by the time mentioned in Clause5.1 for any applicable Interest Period, the whole of the relevant Advance shallbe denominated in Dollars for the Interest Period.

## **5.3****                               Agentto notify the Lenders. **The Agentshall notify the Lenders, promptly upon receiving a notice under Clause 5.1, ofthe Optional Currency requested by the Borrower in such notice.

## **5.4****                               Objectionby a Lender to requested Optional Currency.  **If, after the Borrower has requested that an Advance be denominatedin an Optional Currency during an Interest Period, any Lender notifies theAgent by 11.00 a.m. (London time) on the Business Day falling immediately priorto the commencement of the Interest Period that it is unable to fund itself inthe Optional Currency requested by the Borrower, the whole of the relevantAdvance shall be denominated in Dollars for the Interest Period.

## **5.5****                               Initialadvance in an Optional Currency.  **Ifan Advance is to be made available in an Optional Currency for the firstInterest Period applicable to that Advance, the Lenders will make available tothe Borrower in accordance with Clause 2.2 an amount determined by convertinginto that Optional Currency the Dollar amount of the Advance at the Spot Rateof Exchange applicable to the Interest Period.

## **5.6****                               Determinationof Continuing Balance at end of Interest Period.**  At the end of each Interest Period in respectof an Advance (the **“preceding Interest Period”**),the Agent shall determine the amount of the Loan during the immediatelysucceeding Interest Period for that Advance (the **“succeeding Interest Period”**) (such amount being hereinafterreferred to as the **“Continuing Balance”**).  The Agent’s determination of the ContinuingBalance shall be made in the following manner:

### (a)                                  ifthe determination is made during the Revolving Period, by notionally convertingany Advances denominated in an Optional Currency into Dollars at the DollarSpot Rate of Exchange applicable to thesucceeding Interest Period and aggregating such Advances with any Advances atthat time denominated in Dollars (such aggregate amount being hereinafterreferred to as the “**Dollar Equivalent Amountof the Loan**”) and if on the date on which the Agent makes itsdetermination:

#### (i)                                     theDollar Equivalent Amount of the Loan exceeds the Permissible Limit, the Borrowershall forthwith prepay in full an amount equal to such excess (and theprovisions of sub-paragraph (ii) shall apply to the balance of the DollarEquivalent Amount of the Loan (after the application of the prepayment to bemade pursuant to this sub-paragraph (i));

#### (ii)                                  theDollar Equivalent Amount of the Loan exceeds the Long-Term Revolving FacilityLimit (but not the Permissible Limit), the Borrower shall either:

##### (A)                              notionallydrawdown an Advance under the Short-Term Revolving Facility which shall be equalto such excess (and the Borrower shall pay all fees applicable to the drawdownof such Advance pursuant to Clause 21.1); or

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##### (B)                                prepaysuch amount so that, following the application of such prepayment against theLoan, the Dollar Equivalent Amount of the Loan does not exceed the Long-TermRevolving Facility Limit; and

#### (iii)                               thecircumstances referred to in sub-paragraphs (i) and (ii) do not apply, theContinuing Balance shall be equal to the Loan at that time; and

#### (iv)                              theContinuing Balance (as determined in accordance with the foregoing provisionsof this Clause 5.6(a)) is less than the Dollar Equivalent Amount of the Loan inthe preceding Interest Period, the amount of such difference may not bereborrowed and the Lenders shall not be obliged to advance to the Borrower anyfurther monies (other than in accordance with Clause 9.14(b)); and

### (b)                                 ifthe determination is made on or after the Amortising Period Commencement Date,the determination shall be made immediately after the Borrower has made any repaymentand/or prepayment of all or any part of the Advance which it is required tomake at that time pursuant to Clause 9 and:

#### (i)                                     ifthe Dollar Equivalent Amount of the Loan exceeds the Reference Loan, theBorrower shall forthwith prepay an amount equal to such excess; and

#### (ii)                                  ifthe Dollar Equivalent Amount of the Loan does not exceed the Reference Loan,the Continuing Balance shall be equal to the Term Loan in the precedingInterest Period (as reduced in accordance with theprovisions of Clause 9) and the Lenders shall not be obliged to advance to theBorrower any further monies.

## **5.7****                              ****Continuation of an Advance in the same currency. **If an Advance is to be continuedduring the succeeding Interest Period in the same Optional Currency in which itwas denominated during the preceding Interest Period, the Agent shall:

### (a)                                  firstdetermine the Continuing Balance of the Loan in accordance with Clause 5.6; and

### (b)                                 thereafter:

#### (i)                                     ifthe relevant Advance has been reduced by any prepayment and/or repayment(pursuant to Clause 5.6 and/or Clause 9), the Advance shall continue to be madeavailable during the succeeding Interest Period in the amount so reduced unlessthe effect of the prepayment and/or repayment is to fully repay the Advance inwhich case the Advance shall not continue to be made available in thesucceeding Interest Period; and

#### (ii)                                  ifno prepayment or repayment is required to be made pursuant to this Agreement,the Advance will continue to be made available during the succeeding InterestPeriod in the same amount as the Advance was outstanding (in the relevantOptimal Currency) at the end of the preceding Interest Period.

## **5.8****                               Continuationof an Advance in a different currency. **Ifan Advance is to be continued during the succeeding Interest Period in a different currency from that inwhich it was denominated during the preceding Interest Period:

### (a)                                  theAgent shall:

#### (i)                                     firstdetermine the Continuing Balance of the Loan in accordance with Clause 5.6; and

#### (ii)                                  secondly:

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##### (A)                              ifthe relevant Advance has been reduced by any prepayment and/or repayment(pursuant to Clause 5.6 and/or Clause 9), the Advance shall continue to be madeavailable during the succeeding Interest Period in the amount so reduced unlessthe effect of the prepayment and/or repayment is to fully repay the Advance inwhich case the Advance shall not continue to be made available in thesucceeding Interest Period; and

##### (B)                                ifno prepayment or repayment is required to be made pursuant to this Agreement,the Advance will continue to be made available during the succeeding InterestPeriod in the same amount as the Advance was outstanding (in the relevantOptional Currency) at the end of the preceding Interest Period;

#### (iii)                               thirdly,conditional upon the repayments required by paragraphs (a) and (b) and subjectto the other provisions of this Agreement, the relevant Advance shall bere-advanced forthwith on terms that:

##### (A)                              ifthe Advance is to be denominated in Dollars during the succeeding InterestPeriod, the Lenders shall make available to the Borrower in accordance withClause 2.2 an amount in Dollars (the “**relevantDollar amount**”) determined by converting into Dollars the amount ofthe relevant Advance (or, if applicable pursuant to sub-paragraph (b)(i) ofthis Clause 5.8, its remaining balance) in the currency in which it is thendenominated on the basis of the Dollar Spot Rate of Exchange applicable to thesucceeding Interest Period; and

##### (B)                                ifthe relevant Advance is to be denominated in another Optional Currency duringthe succeeding Interest Period, the Lenders shall make available to theBorrower in accordance with Clause 2.2 an amount in the other Optional Currencydetermined by converting into that other Optional Currency the relevant Dollaramount on the basis of the Spot Rate of Exchange applicable to the succeedingInterest Period;

### (b)                                 theLenders may, with value on the first day of the succeeding Interest Period,apply a sum equal to the amount (determined as aforesaid) to be advanced (or,as the case may be, so much of that amount as may be necessary) in purchasingan amount in the currency in which the relevant Advance is then outstandingsufficient to make the repayment (or so much of the repayment as can bepurchased with the amount to be advanced on that date) and shall on receipt thereofapply the amount so purchased in or towards the repayment;

### (c)                                  (withoutprejudice to the other provisions of this Clause 5) if:

#### (i)                                     afterthe purchase and application referred to in Clause 5.8(b) any moneys remainowing to the Lenders or any moneys remain to be advanced to the Borrower by theLenders on that date in respect of the relevant Advance; or

#### (ii)                                  forany reason the application is not or cannot be effected on that date;

the Agent shall promptly notify the Borrower of the fact and of theamount so owing or to be advanced and the Borrower, subject to Clause5.6(a)(ii), shall forthwith pay the amount to the Agent for the account of theLenders or (as the case may be), and so long as no Event of Default hasoccurred and is continuing, the Lenders shall forthwith in accordance withClause 2.2 advance the amount to the Borrower; and

### (d)                                 theBorrower shall indemnify each Lender on demand against all costs, expenses,liabilities and losses sustained as incurred as a result of or in connectionwith the operation of this Clause 5.

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## **5.9****                              ****Determination of Continuing Balance during Interest Period.**  The Agent may at any time during an InterestPeriod during which an Advance is denominated in an Optional Currency determinethe Continuing Balance of the Loan by first determining the Dollar EquivalentAmount of the Loan:

### (a)                                  ifthe determination is made during the Revolving Period and the Agent determines:

#### (i)                                     thatthe Dollar Equivalent Amount of the Loan is greater than 105 per cent. of thePermissible Limit (for the purposes of this sub-paragraph (i), the “**excess**”), the Borrower shall, within 10 Business Days ofnotice from the Agent to such effect, pay to a pledged deposit account to beopened in the name of the Borrower with the Agent (for the account of the Lenders)an amount in Dollars equal to the excess (but taking account of any moneysalready paid pursuant to this Clause 5.9 and not then applied as referred tobelow) and the provisions of sub-paragraph (ii) below shall apply to thebalance of the Dollar Equivalent Amount of the Loan.  Amounts paid pursuant to this Clause 5.9shall be retained by the Agent and applied on the last day of each InterestPeriod in respect of the whole of the relevant Advance and on each RepaymentDate in or towards satisfaction of the Borrower’s actual obligation to make apayment in accordance with Clause 5.6; and

#### (ii)                                  thatthe Dollar Equivalent Loan exceeds the Long-Term Revolving Facility Limit (butnot the Permissible Limit), the Borrower shall, on the first date on which interestis payable in respect of any Advance pursuant to Clause 6, either:

##### (A)                              notionallydrawdown an Advance under the Short-Term Revolving Facility which shall beequal to such excess (and the Borrower shall pay all fees applicable to thedrawdown of such Advance pursuant to Clause 21.1); or

##### (B)                                prepaysuch amount so that, following the application of such prepayment against theLoan, the Dollar Equivalent Amount of the Loan does not exceed the Long-TermRevolving Facility Limit;

#### (iii)                               thatthe circumstances referred to in sub-paragraphs (i) and (ii) do not apply, theContinuing Balance shall be equal to the Loan at that time;

### (b)                                 ifthe determination is made on or after the Amortising Period Commencement Dateand the Agent determines:

#### (i)                                     thatthe Dollar Equivalent Amount of the Loan is greater than 105 per cent. of theReference Loan (for the purposes of this sub-paragraph (i), the “**excess**”), the Borrower shall, within 10 Business Days ofnotice from the Agent to such effect, pay to a pledged deposit account to beopened in the name of the Borrower with the Agent (for the account of theLenders) an amount in any currency equal (or if applicable, equivalent, on thebasis of the Spot Rate of exchange applicable at that time) to the excess (buttaking account of any moneys already paid pursuant to this Clause 5.9 and notthen applied as referred to below). Amounts paid pursuant to this Clause 5.9shall be retained by the Agent and applied on the last day of each InterestPeriod in respect of the whole of the relevant Advance and on each RepaymentDate in or towards satisfaction of the Borrower’s actual obligation to make apayment in accordance with Clause 5.6; and

#### (ii)                                  thatthe circumstances in sub-paragraph (i) do not apply, the Continuing Balanceshall be equal to the Term Loan at that time.

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## **5.10****                       ****Reduction in Reference Loan.** If any reduction is made to an Advance pursuant to this Clause 5 andthis results in the Term Loan being less than the Reference Loan, such difference shall be applied againstthe Term Loan in inverse order of maturity.

## **5.11****                       ****Forward Currency Swap**. The Borrower may, subject to the other terms and conditions of thisAgreement, at any time pursuant to a Transaction under the Master Agreemententer into a Forward Currency Swap whereby the Loan (or the relevant partthereof), whether denominated in Dollars or in an Optional Currency is boughtor sold forward for conversion into an Optional Currency or, as the case maybe, Dollars on the first day of any Interest Period falling after the entryinto the Forward Currency Swap.

# **6****                                         INTEREST**

## **6.1****                               Paymentof normal interest.**  Subject to theprovisions of this Agreement, interest on each Advance in respect of eachInterest Period applicable to it shall be paid by the Borrower on the last dayof that Interest Period.

## **6.2****                               Normalrate of interest.**  Subject to theprovisions of this Agreement, the rate of interest on each Advance in respectof an Interest Period applicable to it shall be the aggregate of the Margin andthe Reference Rate for that Interest Period.

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

## **6.4****                               Notificationof Interest Periods and rates of normal interest.**  The Agent shall notify the Borrower and eachLender of:

### (a)                                  eachrate of interest; and

### (b)                                 theduration of each Interest Period;

as soon as reasonably practicable after each isdetermined.

## **6.5****                               Obligationof Lenders to quote.**  Each Lendershall, if the circumstances referred to in paragraph (b) of the definition ofLIBOR arise at any time, use all reasonable efforts to supply any quotationrequired of it for the purposes of fixing a rate of interest under thisAgreement.

## **6.6****                               Absenceof quotations by Lenders.**  If anyLender fails to supply a quotation when required, the Agent shall determine therelevant Reference Rate on the basis of the quotations supplied by the otherLender or Lenders; but if at least half of the total number of Lenders at anytime fail to provide a quotation, the relevant rate of interest shall be set inaccordance with the following provisions of this Clause 6.

## **6.7****                               Marketdisruption.**  The following provisionsof this Clause 6 apply if:

### (a)                                  norate is quoted on the appropriate page of the Reuters Monitor Money RatesService and at least half of the total number of Lenders at any time do not,before 1.00 p.m. (London time) on the Quotation Date for an Interest Period,provide quotations to the Agent in order to fix LIBOR; or

### (b)                                 atleast 1 Business Day before the start of an Interest Period, Lenders havingContributions together amounting to more than 50 per cent. of the Loan (or, ifan Advance has not been made, Commitments amounting to more than 50 per cent.of the Total Commitments) or at least half of the total number of Lenders atany time notify the Agent that LIBOR fixed by the Agent would not accuratelyreflect the cost to those Lenders of funding their respective Contributions (orany part of them) during the Interest 

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### Period in theLondon Interbank Market at or about 11.00 a.m. (London time) on the QuotationDate for an Interest Period; or

### (c)                                  atleast 1 Business Day before the start of an Interest Period, the Agent isnotified by a Lender (the “**Affected Lender**”)that for any reason it is unable to obtain Dollars or, as the case may be, therelevant Optional Currency in the London Interbank Market in order to fund itsContribution (or any part of it) during the Interest Period.

## **6.8****                               Notificationof market disruption.**  The Agentshall promptly notify the Borrower and each of the Lenders stating thecircumstances falling within Clause 6.7 which have caused its notice to begiven.

## **6.9****                               Suspensionof drawdown.**  If the Agent’s noticeunder Clause 6.8 is served on the Borrower before an Advance is made:

### (a)                                  ina case falling within paragraphs (a) or (b) of Clause 6.7, the Lenders’obligations to make, and the Borrower’s obligation to borrow, that Advance; and

### (b)                                 ina case falling within paragraph (c) of Clause 6.7, the Affected Lender’sobligation to participate in the Advance;

shall be suspended while the circumstances referred to in the Agent’snotice continue.

## **6.10****                        Negotiationof alternative rate of interest.** If the Agent’s notice under Clause 6.8 isserved on the Borrower after an Advance is made, the Borrower, the Agent andthe Lenders or (as the case may be) the Affected Lender shall use reasonableendeavours to agree, within the 30 days after the date on which the Agentserves its notice under Clause 6.8 (the “**NegotiationPeriod**”), an alternative interest rate or (as the case may be) analternative basis for the Lenders or (as the case may be) the Affected Lenderto fund or continue to fund their or its Contribution during the InterestPeriod concerned.

## **6.11****                        Applicationof agreed alternative rate of interest.** Any alternative interest rate or an alternative basis which is agreedduring the Negotiation Period shall take effect in accordance with the termsagreed.

## **6.12****                        Alternativerate of interest in absence of agreement**. If an alternative interest rate or alternative basis is not agreedwithin the Negotiation Period, and the relevant circumstances are continuing atthe end of the Negotiation Period, then the Agent shall, with the agreement ofeach Lender or (as the case may be) the Affected Lender, set an interest periodand interest rate representing the cost of funding of the Lenders or (as thecase may be) the Affected Lender in Dollars or, as the case may be, therelevant Optional Currency, or in any available currency of their or itsContribution plus the Margin; and the procedure provided for by this Clause6.12 shall be repeated if the relevant circumstances are continuing at the endof the interest period so set by the Agent.

## **6.13****                        Notice ofprepayment.**  If the Borrower does notagree with an interest rate set by the Agent under Clause 6.12, the Borrowermay give the Agent not less than 5 Business Days’ notice of its intention toprepay.

## **6.14****                        Prepayment;termination of Commitments**.  A noticeunder Clause 6.13 shall be irrevocable; the Agent shall promptly notify theLenders or (as the case may require) the Affected Lender of the Borrower’snotice of intended prepayment; and:

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

### (b)                                 onthe date specified in its notice of intended prepayment, the Borrower shallprepay (without premium or penalty) the Loan or, as the case may be, theAffected Lender’s 

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### Contribution,together with accrued interest thereon at the applicable rate plus the Marginand, if the prepayment or repayment is not made on the last day of the interestperiod set by the Agent, any sums payable under Clause 22.1(b).

## **6.15****                        Applicationof prepayment.**  The provisions ofClause 9 shall apply in relation to the prepayment.

# **7****                                         INTERESTPERIODS**

## **7.1****                               Commencementof Interest Periods.**  The firstInterest Period applicable to an Advance shall commence on the Drawdown Datefor that Advance and each subsequent Interest Period shall commence on theexpiry of the preceding Interest Period.

## **7.2****                               Durationof normal Interest Periods.**  Subjectto Clauses 7.3 and 7.4, each Interest Period shall be:

### (a)                                  1,3, 6, 9 or 12 months as notified by the Borrower to the Agent not later than11.00 a.m. (London time) 3 Business Days before the commencement of theInterest Period; or

### (b)                                 3months, if the Borrower fails to notify the Agent by the time specified inparagraph (a) above; or

### (c)                                  suchother period as the Agent may, with the authorisation of all the Lenders, agreewith the Borrower,

**Provided that**nomore than 6 Interest Periods in aggregate may be current at any time.

## **7.3****                               Durationof Interest Periods for repayment instalments.**  In respect of an amount due to be repaidunder Clause 9 on a particular Repayment Date, an Interest Period shall end onthat Repayment Date.

## **7.4****                               Non-availabilityof matching deposits for Interest Period selected.**  If, after the Borrower has selected (and theLenders have agreed) an Interest Period longer than 6 months, any Lendernotifies the Agent:

### (a)                                  inthe case of an Advance to be denominated in Dollars or an Optional Currency(other than Euros), by 11.00 a.m. (London time) on the second Business Daybefore the commencement of that Interest Period, that it is not satisfied thatdeposits in the relevant currency for a period equal to that Interest Periodwill be available to it in the London Interbank Market when that InterestPeriod commences; and

### (b)                                 inthe case of an Advance to be denominated in Euros, by 11.00 a.m.  (Brussels time) on the third Business Daybefore the commencement of that Interest Period, that it is not satisfied thatdeposits in Euros for a period equal to that Interest Period will be availableto it in the European Interbank Market when that Interest Period commences,

that Interest Period shall be of a duration of 3 months.

# **8****                                         DEFAULTINTEREST**

## **8.1****                               Paymentof default interest on overdue amounts.** The Borrower shall pay interest in accordance with the followingprovisions of this Clause 8 on any amount payable by the Borrower under anyFinance Document which the Agent, the Security Trustee or the other designatedpayee does not receive on or before the relevant date, that is:

### (a)                                  thedate on which the Finance Documents provide that such amount is due forpayment; or

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### (b)                                 ifa Finance Document provides that such amount is payable on demand, the date onwhich the demand is served; or

### (c)                                  ifsuch amount has become immediately due and payable under Clause 20.4, the dateon which it became immediately due and payable.

## **8.2****                               Defaultrate of interest.**  Interest shallaccrue on an overdue amount from (and including) the relevant date until thedate of actual payment (as well after as before judgment) at the rate per annumdetermined by the Agent to be 1.5 per cent plus:

### (a)                                  inthe case of an overdue amount of principal, the higher of the rates set out atparagraphs (a) and (b) of Clause 8.3; or

### (b)                                 inthe case of any other overdue amount, the rate set out at paragraph (b) ofClause 8.3.

## **8.3****                               Calculationof default rate of interest.**  Therates referred to in Clause 8.2 are:

### (a)                                  therate applicable to the overdue principal amount immediately prior to therelevant date (but only for any unexpired part of any then current InterestPeriod applicable to it); and

### (b)                                 theMargin plus, in respect of successive periods of any duration (including atcall) up to 3 months which the Agent may select from time to time:

#### (i)                                     theReference Rate; or

#### (ii)                                  ifthe Agent (after consultation with all the Lenders) determines that deposits ofthe currency in which the overdue amount is denominated for any such period arenot being made available to any Lender by leading banks in the London InterbankMarket or, as the case may be, the European Interbank Market in the ordinarycourse of business, a rate from time to time determined by the Agent byreference to the cost of funds to the Lender from such other sources as theAgent (after consultation with all the Lenders) may from time to timedetermine.

## **8.4****                               Notificationof interest periods and default rates.** The Agent shall promptly notify the Lenders and the Borrower of eachinterest rate determined by the Agent under Clause 8.3 and of each periodselected by the Agent for the purposes of paragraph (b) of that Clause; butthis shall not be taken to imply that the Borrower is liable to pay suchinterest only with effect from the date of the Agent’s notification.

## **8.5****                               Paymentof accrued default interest.**  Subjectto the other provisions of this Agreement, any interest due under this Clause 8shall be paid on the last day of the period by reference to which it wasdetermined; and the payment shall be made to the Agent for the account of theCreditor Party to which the overdue amount is due.

## **8.6****                               Compoundingof default interest.**  Any suchinterest which is not paid at the end of the period by reference to which itwas determined shall be compounded every 3 months.

## **8.7****                               Applicationto Master Agreement.**  For theavoidance of doubt, this Clause 8 does not apply to any amount payable underthe Master Agreement in respect of any continuing Designated Transaction as towhich section 2(e) (Default Interest; Other Amounts) of the Master Agreementshall apply.

# **9****                                         CONVERSIONTO TERM LOAN;  REPAYMENT AND PREPAYMENT**

## **9.1****                               Conversionto Term Loan**.  On the Amortising Period Commencement Date,the Revolving Credit shall be converted into the Term Loan.

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## **9.2****                               Repayments.**  The following provisions of this Clause 9.2shall apply to the repayment of the Term Loan:

### (a)                                  theTerm Loan shall be repaid by up to 20 equal consecutive three-monthly repaymentinstalments (each a “**Repayment Instalment**”and together the “**Repayment Instalments**”)and, if applicable, a final balloon instalment (the “**BalloonInstalment**”);

### (b)                                 ifon the Amortising Period Commencement Date all the Mortgaged Ships arecontainer vessels, each Repayment Instalment shall be “**RI**”and the Balloon Instalment shall be “**B**” and thenumber of the Repayment Instalments shall be “**N**”where:

| (i)    | RI     |   | =      |        | TL |
|--------|--------|--------|--------|-------------|----|
|   |   |   |   | (20-WAA) x4 |

where

“**TL**” isthe Term Loan as at the Amortising Period Commencement Date; and

“**WAA**”  is the Weighted Average Age of the MortgagedShips on the Amortising Period Commencement Date

#### (ii)                                  thenumber of Repayment Instalments shall be determined by dividing TL by RIProvided that the number of repayment Instalments may not exceed 20 inaggregate; and

#### (iii)                               B                                      =                                         TL- (RI x N);

### (c)                                  ifon the Amortising Period Commencement Date the Mortgaged Ships include vesselsother than container vessels:

#### (i)                                     theTerm Loan shall be divided into notional sub-loans (each a “**Sub-Loan**”) with the number of Sub-Loans being equal to thenumber of different types of Mortgaged Ships;

#### (ii)                                  theamount of each Sub-Loan shall be determined by multiplying the Term Loan by afraction whose numerator is the aggregate Market Values of the Mortgaged Shipsof the same type and whose denominator is the aggregate Market Value of all theMortgaged Ships at that time;

#### (iii)                               eachSub-Loan shall be repaid in the following manner:

##### (A)                              theSub-Loan relating to the Mortgaged Ships which are container vessels shall berepaid in accordance with Clause 9.2(b) but by construing all references inthat Clause to the Term Loan as references to the relevant Sub-Loan;

##### (B)                                therepayment instalments and the balloon instalment in relation to each Sub-Loanfor Mortgaged Ships which are not container vessels shall be determined inaccordance with principles similar to those referred to in Clause 9.2(b) and byalso taking into account the age and income generating capacity at that time ofthe relevant Ships.  The actual amount ofthe said instalments shall be included within a notice to be sent by the Agent(with the authorisation of all the Lenders) to the Borrower on or before theAmortising Period Commencement Date;

### (d)                                 ifthe provisions of this Clause 9.2(c) shall apply at any time, all references inthis Agreement to the Repayment Instalments and the Balloon Instalment shall beread and construed as references to the aggregate amount of the individual repaymentinstalments 

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### of eachSub-Loan and the aggregate amount of the individual balloon instalments of eachSub-Loan; and

### (e)                                  ifthe Weighted Average Age of the Mortgaged Ships at the Amortising PeriodCommencement Date is:

#### (i)                                     atleast 20, the Term Loan (or, if applicable, the relevant Sub-Loan or Sub-Loans)shall become repayable on the Amortising Period Commencement Date in fullthrough a single instalment; or

#### (ii)                                  atleast 15, B shall be zero.

## **9.3****                               RepaymentDates for Term Loan/Sub-Loans.** Subject to Clause 9.2(e), the first Repayment Instalment in respect ofthe Term Loan or, if applicable each Sub-Loan, shall be repaid on the datefalling 3 months after the Amortising Period Commencement Date, each subsequentRepayment Instalment shall be repaid at 3-monthly intervals thereafter and theBalloon Instalment, together with the final Repayment Instalment, shall berepaid on the date falling on the earlier of (a) the tenth anniversary of thedate of this Agreement and (b) 31 December 2016.

## **9.4****                               FinalRepayment Date.**  On the finalRepayment Date for the Term Loan or, if applicable, each Sub-Loan, the Borrowershall additionally pay to the Agent for the account of the Creditor Parties allother sums (if any) then accrued or owing under any Finance Document.

## **9.5****                               Optionalfacility cancellation.**  The Borrowershall be entitled, upon giving to the Agent not less than 5 Business Days priorwritten notice (which notice shall be irrevocable), to cancel, in whole or inpart, and, if in part, by an amount not less than $5,000,000 or a highermultiple of $1,000,000, the undrawn balance of the Revolving Credit.  Upon such cancellation taking effect onexpiry of such notice the several obligations of the Lenders to make theirrespective Commitments available in relation to the portion of the TotalCommitments to which such notice relates shall terminate and the commitment feereferred to in Clause 21.1(b)) on such portion shall cease to accrue.

## **9.6****                               Voluntaryprepayment.**  Subject to the followingconditions, the Borrower may prepay the whole or any part of the Loan on thelast day of an Interest Period.

## **9.7****                               Conditionsfor voluntary prepayment.**  Theconditions referred to in Clause 9.6 are that:

### (a)                                  apartial prepayment shall be $5,000,000 or a higher multiple of $1,000,000;

### (b)                                 theAgent has received from the Borrower at least 5 (at any time during theRevolving Period) or 15 (at any time thereafter) days’ prior written noticespecifying the amount to be prepaid and the date on which the prepayment is tobe made;

### (c)                                  theBorrower has provided evidence satisfactory to the Agent that any consentrequired by the Borrower or any Security Party in connection with theprepayment has been obtained and remains in force.

## **9.8****                               Effectof notice of prepayment.**  Aprepayment notice may not be withdrawn or amended without the consent of theAgent, given with the authorisation of the Majority Lenders, and the amountspecified in the prepayment notice shall become due and payable by the Borroweron the date for prepayment specified in the prepayment notice **Provided that** the Borrower may, during the Revolving Period,withdraw or amend a prepayment notice up to 3 days prior to the date ofprepayment specified in the relevant prepayment notice.

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## **9.9****                               Notificationof notice of prepayment.**  The Agentshall notify the Lenders promptly upon receiving a prepayment notice, and shallprovide any Lender which so requests with a copy of any document delivered bythe Borrower under Clause 9.7(c).

## **9.10****                        Mandatoryprepayment/reductions.**  If aMortgaged Ship is sold or becomes a Total Loss or the Mortgage on that Ship isdischarged pursuant to Clause 9.10(b)(iii) and immediately following such sale,Total Loss or discharge of Mortgage (each a “**DisposalEvent**”) the Security Cover Ratio (determined by reference to all theremaining Mortgaged Ships) is less than the higher of (i) 133 per cent. and(ii) the Security Cover Ratio maintained immediately prior to the date of theDisposal Event applicable to that Ship (the “**MinimumDisposal Security Cover Ratio**”):

### (a)                                  andsuch Disposal Event occurs before the Amortising Period Commencement Date, theLong-Term Revolving Facility Limit shall be permanently reduced by an amount,which after giving credit thereto, results in the Security Cover Ratio (on thefirst day after the Disposal Event applicable to the Ship) being equal to theMinimum Disposal Security Cover Ratio, unless the Borrower procures theexecution by an Approved Guarantor and (where applicable) registration of FinanceDocuments in respect of a further Approved Ship equivalent or essentiallyequivalent to the Finance Documents applicable to the Ship subject to therelevant Disposal Event which results in the Security Cover Ratio being atleast equal to the Minimum Disposal Security Cover Ratio in which case nopermanent reduction of the Long-Term Revolving Facility Limit shall be made;

### (b)                                 andsuch Disposal Event occurs after the Amortising Period Commencement Date, theBorrower shall be obliged to prepay such amount of the Loan so that, aftergiving credit to the prepayment, the Security Cover Ratio is equal to theMinimum Disposal Security Cover Ratio.

The prepayments or, as the case may be, permanent reductions and/orcancellations of the Long-Term Revolving Facility Limit referred to in thisClause 9.10 shall be made:

#### (i)                                     inthe case of a sale, on or before the date on which the sale is completed bydelivery of the relevant Ship to its buyer; or

#### (ii)                                  inthe case of a Total Loss, on the earlier of the date falling 120 days after theTotal Loss Date and the date of receipt by the Security Trustee of the proceedsof insurance relating to such Total Loss; or

#### (iii)                               inthe case the Mortgage on the relevant Ship is discharged (other than in thecircumstances referred to in paragraph (i) above and where the Borrower and theSecurity Parties have discharged all their obligations under the FinanceDocuments), on or before the date on which the Mortgage is discharged.

## **9.11****                        Applicationof partial prepayment.**  Each partialprepayment made after the Amortising Period Commencement Date shall be appliedto reduce pro rata each Repayment Instalment and the Balloon Instalment of theTerm Loan or the applicable Sub-Loan.

## **9.12****                        Currencyof Payment.** Each repayment orprepayment of the Loan or any part thereof shall be made in the currency inwhich the Loan or the relevant part thereof was outstanding on the relevantRepayment Date or, as the case may be, the date of prepayment (in suchproportions as between the currencies in which the Loan is denominated at thetime of the relevant repayment or prepayment as the Advance or Advances in theone currency bear to the Advance or Advances in the other currency) and on thebasis of the Spot Rate of Exchange applicable to the Interest Period expiringon such Repayment Date or date of prepayment or, if not the last day of anInterest Period, applicable to the then current Interest Period.

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## **9.13****                        Amountspayable on repayment or prepayment.** A repayment or prepayment shall be made together with accrued interest(and any other amount payable under Clause 22 or otherwise) in respect of theamount repaid or prepaid and, if the repayment or prepayment is not made on thelast day of an applicable Interest Period together with any sums payable underClause 22.1(b) but without premium or penalty.

## **9.14****                        Reborrowing.**

### (a)                                  Noamount of the Term Loan prepaid may be reborrowed.

### (b)                                 Subjectto the terms of this Agreement, any amount of the Revolving Credit repaid orprepaid may be reborrowed.

## **9.15****                        Unwindingof Designated Transactions.**  On orprior to any repayment or prepayment of the Loan under this Clause 9 or anyother provision of this Agreement, the Borrower shall wholly or partiallyreverse, offset, unwind or otherwise terminate one or more of the continuingDesignated Transactions to the extent necessary to ensure that the notionalprincipal amount of the continuing Designated Transactions thereafter remainingdoes not and will not in the future (taking into account the scheduledamortisation) exceed the amount of the Loan as reducing from time to timethereafter pursuant to Clause 9.2.

## **9.16****                        Prepaymentof Swap Benefit.**  If a DesignatedTransaction is terminated in circumstances where the Swap Bank would be obligedto pay an amount to the Borrower under the Master Agreement, the Borrowerhereby agrees that such payment shall be applied in prepayment of the Loan inaccordance with Clause 9.11 and authorises the Swap Bank to pay such amount tothe Agent for such purpose.

# **10****                                  CONDITIONSPRECEDENT**

## **10.1****                        Documents,fees and no default.**  Each Lender’sobligation to contribute to an Advance is subject to the following conditionsprecedent:

### (a)                                  that,on or before the Drawdown Date relative to the Advance which will be used infully refinancing the Existing Indebtedness, the Agent receives the documentsdescribed in Part A of Schedule 3 in form and substance satisfactory to theAgent and its lawyers;

### (b)                                 that,on or before the Drawdown Date relative to each Advance which will be used infinancing an Approved Ship, the Agent receives the documents described in PartB of Schedule 3 in form and substance satisfactory to the Agent and itslawyers;

### (c)                                  that,on or before the Drawdown Date relative to each Advance which will be securedon an Approved Ship (in order to ensure compliance with Clause 10.1(f)), theAgent receives the documents described in Part C of Schedule 3 in form andsubstance satisfactory to the Agent and its lawyers;

### (d)                                 thateach Drawdown Notice contains irrevocable instructions from the Borrower to payon the Drawdown Date relative to the relevant Advance all fees payable at thattime (including, without limitation, any accrued commitment fee) pursuant toClause 21.1;

### (e)                                  thatboth at the date of each Drawdown Notice and at each Drawdown Date:

#### (i)                                     noEvent of Default or Potential Event of Default has occurred and is continuingor would result from the borrowing of the relevant Advance;

#### (ii)                                  therepresentations and warranties in Clause 11 and those of the Borrower or anySecurity Party which are set out in the other Finance Documents would be true 

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#### and not misleading if repeated on each of those dates with reference tothe circumstances then existing; and

#### (iii)                               noneof the circumstances contemplated by Clause 6.7 has occurred and is continuing;

### (f)                                    that,if the ratio set out in Clause 16.1 were applied immediately following themaking of the Advance, the Borrower would not be obliged to provide additionalsecurity or prepay part of the Loan under that Clause;

### (g)                                 thatthe Agent has received, and found to be acceptable to it, any further opinions,consents, agreements and documents in connection with the Finance Documentswhich the Agent may, with the authorisation of the Majority Lenders, reasonablyrequest by notice to the Borrower prior to the relevant Drawdown Date.

## **10.2****                        Waiver ofconditions precedent**.  If theMajority Lenders, at their discretion, permit an Advance to be borrowed beforecertain of the conditions referred to in Clause 10.1 are satisfied, theBorrower shall ensure that those conditions are satisfied within 10 BusinessDays after the relevant Drawdown Date (or such longer period as the Agent, withthe authorisation of the Majority Lenders, specifies).

# **11****                                  REPRESENTATIONSAND WARRANTIES**

## **11.1****                        General.**The Borrower represents and warrants to each Creditor Party as follows.

## **11.2****                        Status.**The Borrower is a corporation domesticated in and validly existing and in goodstanding under the laws of the Republic of the Marshall Islands.

## **11.3****                        Sharecapital and ownership.**  The Borrowerhas an authorised share capital divided into 205,000,000 shares of $0.01 eachdivided into 200,000,000 shares of common stock and 5,000,000 shares ofpreferred stock.  The Borrower is theindirect and ultimate owner of all of the issued share capital of each ExistingOwner.

## **11.4****                        Corporate power.**  The Borrower (or in the case of paragraphs(a) and (b), each Existing Owner) has the corporate capacity, and has taken allcorporate action and obtained all consents necessary for it:

### (a)                                  toown and register the Existing Ship owned by it in its name on the Singaporeflag, the Greek flag or the Cypriot flag, as the case may be;

### (b)                                 toenter into, and perform its obligations under, the Existing Charter to which itis a party;

### (c)                                  toexecute the Finance Documents to which the Borrower is a party; and

### (d)                                 toborrow under this Agreement, to enter into Designated Transactions under theMaster Agreement and to make all the payments contemplated by, and to complywith, those Finance Documents to which the Borrower is a party.

## **11.5****                        Consentsin force.**  All the consents referredto in Clause 11.4 remain in force and nothing has occurred which makes any ofthem liable to revocation.

## **11.6****                        Legalvalidity; effective Security Interests.** The Finance Documents to which the Borrower is a party, do now or, asthe case may be, will, upon execution and delivery (and, where applicable,registration as provided for in the Finance Documents):

### (a)                                  constitutethe Borrower’s legal, valid and binding obligations enforceable against theBorrower in accordance with their respective terms; and

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

subject to any relevant insolvency laws affecting creditors’ rightsgenerally.

## **11.7****                        No thirdparty Security Interests.**  Withoutlimiting the generality of Clause 11.6, at the time of the execution anddelivery of each Finance Document:

### (a)                                  theBorrower will have the right to create all Security Interests which thatFinance Document purports to create; and

### (b)                                 nothird party will have any Security Interest or any other interest, right orclaim over, in or in relation to any asset to which any such Security Interest,by its terms, relates.

## **11.8****                        Noconflicts.**  The execution by the Borrowerof each Finance Document to which it is a party, the borrowing by the Borrowerof the Loan, and its compliance with each Finance Document to which it is aparty, will not involve or lead to a contravention of:

### (a)                                  anylaw or regulation; or

### (b)                                 theconstitutional documents of the Borrower; or

### (c)                                  anycontractual or other obligation or restriction which is binding on the Borroweror any of its assets.

## **11.9****                        Nowithholding taxes.**  All paymentswhich the Borrower is liable to make under the Finance Documents to which it isa party may be made without deduction or withholding for or on account of anytax payable under any law of any Pertinent Jurisdiction.

## **11.10****                 No default.**  No Event of Default or Potential Event ofDefault has occurred and is continuing.

## **11.11****                 Information.**  All information which has been provided inwriting by or on behalf of the Borrower or any Security Party to any CreditorParty in connection with any Finance Document satisfied the requirements ofClause 12.5.

## **11.12****                 No litigation.**  No legal or administrative action involvingthe Borrower has been commenced or taken or, to the Borrower’s knowledge, islikely to be commenced or taken which, in either case, would be likely to havea material adverse effect on the Borrower’s ability to satisfy timely any orall of its obligations under any of the Finance Documents.

## **11.13****                 Compliance withcertain undertakings.**  At the date ofthis Agreement, the Borrower is in compliance with Clauses 12.2, 12.4, 12.9 and12.14.

## **11.14****                 Taxes paid.**The Borrower has paid all taxes applicable to, or imposed on or in relation to,the Borrower and its business.

## **11.15****                 Validity andcompleteness of Existing Charters.** The copy of each Existing Charterdelivered to the Agent before the date of this Agreement is a true and completecopy and:

### (a)                                  eachExisting Charter constitutes valid, binding and enforceable obligations of theparties thereto respectively in accordance with its terms; and

### (b)                                 noamendments or additions to any Existing Charter have been agreed (other thanthose notified to the Agent prior to the date of this Agreement) nor has anyparty thereto waived any of their respective rights under any Existing Charter.

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## **11.16****                 ISM Code and ISPSCode compliance.**  The Borrower willprocure that the Owners of the Existing Ships and the Approved Manager obtainall necessary ISM Code Documentation and ISPS Code Documentation in connectionwith the Existing Ships and comply with the ISM Code and the ISPS Code.

## **11.17****                ****No money laundering.** Without prejudice to the generality of Clause 4.3, in relation to theborrowing by the Borrower of the Loan, the performance and discharge of itsobligations and liabilities under the Finance Documents, and the transactionsand other arrangements effected or contemplated by the Finance Documents towhich the Borrower is a party, the Borrower confirms that it is acting for itsown account and that the foregoing will not involve or lead to contravention ofany law, official requirement or other regulatory measure or procedureimplemented to combat “money laundering” (as defined in Article 1 of theDirective (91/308/EEC) of the Council of the European Communities).

# **12****                                  GENERALUNDERTAKINGS**

## **12.1****                        General.**The Borrower undertakes with each Creditor Party to comply with the followingprovisions of this Clause 12 at all times during the Security Period except asthe Agent may, with the authorisation of the Majority Lenders, otherwise permit(which permission will not be unreasonably withheld in the circumstancesreferred to in Clause 12.3 where the permission of the Agent is required).

## **12.2****                       ****Title; negative pledge and pari passu ranking**.  The Borrower will:

### (a)                                  indirectlyhold the entire beneficial interest in, each Owner, free from all SecurityInterests and other interests and rights of every kind, except for thosecreated by the Finance Documents;

### (b)                                 notcreate or permit to arise any Security Interest over any other asset, presentor future (including, but not limited to the Borrower’s rights against the SwapBank under the Master Agreement or all or any part of the Borrower’s interestin any amount payable to the Borrower by the Swap Bank under the MasterAgreement) other than in the normal course of its business of acquiring,financing and operating vessels; and

### (c)                                  procurethat its liabilities under the Finance Documents to which it is a party do andwill rank at least pari passu with all its other present and future unsecuredliabilities, except for liabilities which are mandatorily preferred by law.

## **12.3****                        Nodisposal of assets.** The Borrower will not transfer, lease or otherwisedispose of:

### (a)                                  allor a substantial part of its assets (including, without limitation, the sharesof the Owners), whether by one transaction or a number of transactions, whetherrelated or not; or

### (b)                                 anydebt payable to it or any other right (present, future or contingent) toreceive a payment, including any right to damages or compensation

if such transfer, lease or disposal results in a reduction of theMarket Value Adjusted Total Assets by at least 50 per cent. (in all other circumstancesthe Borrower shall be deemed to have complied with its obligations under thisClause 12.3 by providing the Agent with prior written notice of its decision totransfer, lease or otherwise dispose of its assets as aforesaid).

## **12.4****                        No otherliabilities or obligations to be incurred.** The Borrower will not, and willprocure that none of the Owners will, incur any liability or obligation exceptliabilities and obligations:

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### (a)                                  underthe Finance Documents to which each is a party;

### (b)                                 underthe Master Agreement (but in such case, only in connection with any DesignatedTransactions);

### (c)                                  incurred,in the case of each Owner, in the normal course of its business of operatingvessels; and

### (d)                                 incurred,in the case of the Borrower, in the normal course of its business of acquiringand financing vessels.

## **12.5****                        Informationprovided to be accurate.**  Allfinancial and other information which is provided in writing by or on behalf ofthe Borrower under or in connection with any Finance Document will be true andnot misleading and will not omit any material fact or consideration.

## **12.6****                        Provisionof financial statements.** The Borrower will send to the Agent:

### (a)                                  assoon as possible, but in no event later than 180 days after the end of eachFinancial Year of the Borrower (commencing with the Financial Year ended 31December 2005), the audited consolidated accounts of the Borrower’s Group forthat Financial Year;

### (b)                                 assoon as possible, but in no event later than 90 days after the end of each6-month period in each Financial Year of the Borrower ending on respectively 30June and 31 December, the unaudited consolidated accounts of the Borrower’sGroup for that 6-month period; and

### (c)                                  atany time after an IPO of the Borrower, as soon as possible but in no eventlater than 90 days after the end of each financial quarter in each FinancialYear of the Borrower, the unaudited consolidated accounts of the Borrower’sGroup for that 3-month period.

## **12.7****                        Form offinancial statements.**  All accounts(audited and unaudited) delivered under Clause 12.6 will:

### (a)                                  beprepared in accordance with all applicable laws and USGAAP consistentlyapplied;

### (b)                                 givea true and fair view of the state of affairs of the Borrower’s Group at thedate of those accounts and of its profit for the period to which those accountsrelate; and

### (c)                                  fullydisclose or provide for all significant liabilities of the Borrower’s Group.

## **12.8****                        Shareholderand creditor notices.** The Borrower will send the Agent, at the same time asthey are despatched, copies of all documents which are despatched:

### (a)                                  tothe Borrower’s creditors generally;

### (b)                                 ifthere is no Event of Default, to its shareholders (or any class of them) whichthe Borrower is required to despatch by law; and

### (c)                                  ifthere is an Event of Default which is continuing, all documents despatched bythe Borrower to its shareholders (or any class of them).

## **12.9****                        Consents.**The Borrower will maintain in force and promptly obtain or renew, and willpromptly send certified copies to the Agent of, all consents required:

### (a)                                  forthe Borrower to perform its obligations under any Finance Document to which itis a party;

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

### (c)                                  foreach Owner to continue to own and operate the Ship owned by it;

and the Borrower will comply (or procure compliance) with the terms ofall such consents.

## **12.10****                 Maintenance ofSecurity Interests.** The Borrower will:

### (a)                                  atits own cost, do all that it reasonably can to ensure that any Finance Documentvalidly creates the obligations and the Security Interests which it purports tocreate; and

### (b)                                 withoutlimiting the generality of paragraph (a) at its own cost, promptly register,file, record or enrol any Finance Document with any court or authority in theMarshall Islands, Singapore or Greece or such other jurisdiction which theLenders may reasonably require (including, without limitation, any ApprovedFlag State if at the relevant time a Ship is registered under the laws of suchApproved Flag State), pay any stamp, registration or similar tax in any suchcountry in respect of any Finance Document, give any notice or take any otherstep which, in the opinion of the Majority Lenders, is or has become necessaryor desirable for any Finance Document to be valid, enforceable or admissible inevidence or to ensure or protect the priority of any Security Interest which itcreates.

## **12.11****                 Notification oflitigation.** The Borrower will provide the Agent with details of any legalor administrative action involving the Borrower, any Security Party, theApproved Manager, any Ship, their Earnings or their Insurances as soon as suchaction is instituted or it becomes apparent to the Borrower that it is likelyto be instituted, unless it is clear that the legal or administrative actioncannot be considered material in the context of any Finance Document.

## **12.12****                 No amendment toMaster Agreement;  Transactions.**  The Borrower will not:

### (a)                                  agreeto any amendment or supplement to, or waive or fail to enforce, the MasterAgreement or any of its provisions; or

### (b)                                 enterinto any Transaction pursuant to the Master Agreement except DesignatedTransactions.

## **12.13****                 No amendment tothe Existing Charters and Approved MOAs.** The Borrower will ensure that:

### (a)                                  noExisting Owner shall agree to any amendment or supplement to, or waive or failto enforce, any Existing Charter or any of its provisions; and

### (b)                                 noApproved Guarantor shall agree to any amendment or supplement to, or waive orfail to enforce, an Approved MOA to which such Approved Guarantor is a party orany of its provisions.

## **12.14****                 Principal placeof business.** The Borrower will maintain its place of business, and keep itscorporate documents and records, at the address stated in Clause 29.2(a); andthe Borrower will not establish, or do anything as a result of which it wouldbe deemed to have, a place of business in any other country.

## **12.15****                 Confirmation ofno default.** The Borrower will, within 3 Business Days after service by theAgent of a written request, serve on the Agent a notice which is signed by anauthorised officer of the Borrower and which:

### (a)                                  statesthat no Event of Default or Potential Event of Default has occurred; or

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### (b)                                 statesthat no Event of Default or Potential Event of Default has occurred, except fora specified event or matter, of which all material details are given.

The Agent may serve requests under this Clause 12.15 from time to timebut only if asked to do so by a Lender or Lenders having Contributionsexceeding 10 per cent. of the aggregate of the Loan or (if no Advance is outstandingat the relevant time) Commitments exceeding 10 per cent. of the aggregate ofthe Total Commitments; and this Clause 12.15 does not affect the Borrower’sobligations under Clause 12.16.

## **12.16****                 Notification ofdefault.** The Borrower will notify the Agent as soon as it becomes aware of:

### (a)                                  theoccurrence of an Event of Default or a Potential Event of Default; or

### (b)                                 anymatter which indicates that an Event of Default or a Potential Event of Defaultmay have occurred;

and will thereafter keep the Agent fully up-to-date withall developments.

## **12.17****                 Provision offurther information.** The Borrower will, as soon as practicable afterreceiving the request, provide the Agent with any additional financial or otherinformation relating:

### (a)                                  tothe Borrower, the Owners, the Ships, their Earnings or their Insurances; or

### (b)                                 toany other matter relevant to, or to any provision of, an Approved MOA, anyExisting Charter or a Finance Document;

which may be requested by the Agent or the Security Trustee or (throughthe Agent) by any Lender at any time.

## **12.18****                 Provision ofcopies and translation of documents.** The Borrower will supply the Agentwith a sufficient number of copies of the documents referred to above toprovide 1 copy for each Creditor Party; and if the Agent so requires in respectof any of those documents, the Borrower will provide a certified Englishtranslation prepared by a translator approved by the Agent.

## **12.19****                 Time CharterAssignment**.  The Borrower shallprocure that if any Owner enters into a time charterparty or contract ofaffreightment in respect of its Ship which is of 12 or more months in duration,or is capable of exceeding 12 months in duration or any bareboat charter inrespect of its Ship, such Owner shall at the request of the Agent, execute infavour of the Security Trustee a Charterparty Assignment and (in the case ofany bareboat charter of a Ship) a Bareboat Charter Security Agreement inrespect of such charter and shall deliver to the Agent such other documentsequivalent to those referred to at paragraphs 3, 4 and 5 of Part A of Schedule3 hereof.

## **12.20****                ****Tax Lease Structure.** The Borrower may place any Mortgaged Ship within a tax lease structure,with the prior written consent of the Agent (to be given with the authorisationof, and upon such terms and conditions as may be requested by, all the Lenders(which shall include, without limitation, a requirement that the Borrower payan administration fee to the Agent (for and on behalf of itself and theLenders) in a reasonable amount to be agreed between the Borrower and the Agent(acting with the authorisation of all the Lenders (such authorisation not to beunreasonably withheld)) to compensate the Agent and the Lenders for alladditional work which will be required to implement the tax lease structure).

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# **13****                                  CORPORATEUNDERTAKINGS**

## **13.1****                        General.**The Borrower also undertakes with each Creditor Party to comply with thefollowing provisions of this Clause 13 at all times during the Security Periodexcept as the Agent may, with the authorisation of the Majority Lenders,otherwise permit (such permission not to be unreasonably withheld in the caseof Clause 13.3(e)).

## **13.2****                        Maintenanceof status.** The Borrower will maintain its separate corporate existence andremain in good standing under the laws of the Republic of the Marshall Islands.

## **13.3****                        Negativeundertakings.** The Borrower will not:

### (a)                                  changethe nature of its business; or

### (b)                                 payany dividend or make any other form of distribution at any time when an Eventof Default or a Potential Event of Default has occurred and is continuing orwill result from the payment of any dividend or the making of any other form ofdistribution;

### (c)                                  effectany form of redemption, purchase or return of share capital at any time when anEvent of Default or a Potential Event of Default has occurred or is continuingor will result from any form of redemption, purchase or return of sharecapital; or

### (d)                                 provideany form of credit or financial assistance to:

#### (i)                                     aperson who is directly or indirectly interested in the Borrower’s share or loancapital; or

#### (ii)                                  anycompany in or with which such a person is directly or indirectly interested orconnected;

or enter into any transaction with or involving such a person orcompany on terms which are, in any respect, less favourable to the Borrowerthan those which it could obtain in a bargain made at arms’ length **Provided that** this shall not prevent orrestrict the Borrower from on-lending the Loan to the Owners; or

### (e)                                  enterinto any form of amalgamation, merger or de-merger or any form ofreconstruction or reorganisation; or

### (f)                                    causethe shares of the Borrower to cease to be listed on the New York StockExchange.

## **13.4****                        FinancialCovenants.**  The Borrower shall ensurethat at all times when compliance with the undertakings in this Clause 13.4 isdetermined pursuant to Clause 13.5:

### (a)                                  theratio of Total Liabilities (after deducting all Cash and Cash Equivalents) toMarket Value Adjusted Total Assets (after deducting all Cash and CashEquivalents) shall not exceed 0.7:1;

### (b)                                 theaggregate of all Cash and Cash Equivalents shall not be less than the higher of(i) $30,000,000 and (ii) the Relevant Percentage of the Total Indebtedness ofthe Borrower’s Group (where “**Relevant Percentage**”means (i) at all times during the Revolving Period, 3 per cent. and (ii) at alltimes thereafter, 4 per cent.);

### (c)                                  theInterest Coverage Ratio shall not be less than 2.5:1;

### (d)                                 theMarket Value Adjusted Net Worth of the Borrower’s Group shall not be less than:

#### (i)                                     atall times prior to an IPO, $250,000,000; and

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#### (ii)                                  atall times thereafter, $400,000,000

**Provided that** atall times the Book Net Worth shall be not less than $250,000,000.

## **13.5****                        ComplianceCheck.**  Compliance with theundertakings contained in Clause 13.4 shall be determined in each FinancialYear:

### (a)                                  atthe time the Agent receives the Applicable Accounts of the Borrower’s Group forthe first 6-month period of the Borrower’s Group in each Financial Year(pursuant to Clauses 12.6(b)), by reference to the unaudited ApplicableAccounts in the case of the first 6-month period in each Financial Year of theBorrower and, in the case of the second 6-month period, the audited ApplicableAccounts of the Borrower;

### (b)                                 atany other time as the Agent may reasonably request by reference to suchevidence as the Lenders may require to determine and calculate the financialcovenants referred to in Clause 13.4.

At the same time as it delivers the Applicable Accounts referred to inthis Clause 13.5, the Borrower shall deliver to the Agent a certificate in theform set out in Schedule 6 demonstrating its compliance (or not, as the casemay be) with the provisions of Clause 13.4 signed by the chief financialofficer of the Borrower.

## **13.6****                        Subordinationof rights of Borrower.** All rightswhich the Borrower at any time has (whether in respect of the on-lending of theLoan or any other transaction) against any Owner or their respective assetsshall be fully subordinated to the rights of the Creditor Parties under theFinance Documents;  and in particular,the Borrower shall not during the Security Period:

### (a)                                  claim,or in a bankruptcy of any Owner prove for, any amount payable to the Borrowerby an Owner, whether in respect of the on-lending of the Loan or any othertransaction;

### (b)                                 takeor enforce any Security Interest for any such amount; or

### (c)                                  claimto set-off any such amount against any amount payable by the Borrower toany Owner.

## **13.7****                        Maintenanceof ownership of Owners. **The Borrowershall remain the ultimate legal and beneficial owner of the entire issued andallotted share capital of each Owner which at the relevant time is party to aGuarantee free from any Security Interest.

# **14****                                  INSURANCE**

## **14.1****                        General.**The Borrower also undertakes with each Creditor Party to procure that eachOwner will comply with the following provisions of this Clause 14 at all timesduring the Security Period except as the Agent may, with the authorisation ofthe Majority Lenders, otherwise permit.

## **14.2****                        Maintenanceof obligatory insurances.**  TheBorrower shall procure that each Owner shall keep the Ship owned by it insuredat the expense of that Owner against:

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

### (b)                                 warrisks;

### (c)                                  protectionand indemnity risks;

### (d)                                 anyother risks against which the Security Trustee considers, having regard topractices and other circumstances prevailing at the relevant time, it would inthe opinion of the 

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### SecurityTrustee be reasonable for that Owner to insure and which are specified by theSecurity Trustee by notice to that Owner.

## **14.3****                        Terms ofobligatory insurances.** The Borrower shall procure that each Owner shalleffect such insurances:

### (a)                                  inDollars;

### (b)                                 inthe case of fire and usual marine risks and war risks, in an amount on anagreed value basis being at least the greater of (i) the Market Value of theShip owned by it and (ii) together with the other Mortgaged Ships, 120 percent. of the Loan;

### (c)                                  inthe case of oil pollution liability risks, for an aggregate amount equal to thehighest level of cover from time to time available under basic protection andindemnity club entry and the international marine insurance market (currently$1,000,000,000);

### (d)                                 inrelation to protection and indemnity risks in respect of the full tonnage ofthe Ship owned by it;

### (e)                                  onapproved terms; and

### (f)                                    throughapproved brokers and with approved insurance companies and/or underwriters or,in the case of war risks and protection and indemnity risks, in approved warrisks and protection and indemnity risks associations.

## **14.4****                        Furtherprotections for the Creditor Parties.** In addition to the terms set out in Clause 14.3, the Borrower shallprocure that the obligatory insurances shall:

### (a)                                  (exceptin relation to risks referred to in Clause 14.2(c)) if the Security Trustee sorequires, name (or be amended to name) the Security Trustee as additional namedassured for its rights and interests, warranted no operational interest andwith full waiver of rights of subrogation against the Security Trustee, butwithout the Security Trustee thereby being liable to pay (but having the rightto pay) premiums, calls or other assessments in respect of such insurance;

### (b)                                 namethe Security Trustee as loss payee with such directions for payment as theSecurity Trustee may specify;

### (c)                                  providethat all payments by or on behalf of the insurers under the obligatoryinsurances to the Security Trustee shall be made (other than in respect ofpremiums due in relation to the Ships) without set-off, counterclaim ordeductions or condition whatsoever;

### (d)                                 providethat such obligatory insurances shall be primary without right of contributionfrom other insurances which may be carried by the Security Trustee or any otherCreditor Party; and

### (e)                                  providethat the Security Trustee may make proof of loss if any Owner fails to do so.

## **14.5****                        Renewal ofobligatory insurances.** The Borrower shall procure that each Owner shall:

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

#### (i)                                     notifythe Security Trustee of the brokers (or the insurers) and any protection andindemnity or war risks association through or with whom that Owner proposes torenew that insurance and of the proposed terms of renewal; and

#### (ii)                                  seekthe Security Trustee’s approval to the matters referred to in paragraph (i);

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### (b)                                 atleast 14 days before the expiry of any obligatory insurance effected by it,renew the insurance in accordance with the Security Trustee’s approval pursuantto paragraph (a); and

### (c)                                  procurethat the approved brokers and/or the war risks and protection and indemnityassociations with which such a renewal is effected shall promptly after therenewal notify the Security Trustee in writing of the terms and conditions ofthe renewal.

## **14.6****                        Copies ofpolicies; letters of undertaking.** The Borrower shall procure that eachOwner shall ensure that all approved brokers provide the Security Trustee withpro forma copies of all policies relating to the obligatory insurances whichthey are to effect or renew and with a letter or letters of undertaking in aform required by the Security Trustee and including undertakings by theapproved brokers that:

### (a)                                  theywill have endorsed on each policy, immediately upon issue, a loss payableclause and a notice of assignment complying with the provisions of Clause 14.4;

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

### (c)                                  theywill advise the Security Trustee immediately of any material change to theterms of the obligatory insurances;

### (d)                                 theywill notify the Security Trustee, not less than 14 days before the expiry ofthe obligatory insurances, in the event of their not having received notice ofrenewal instructions from that Owner or its agents and, in the event of theirreceiving instructions to renew, they will promptly notify the Security Trusteeof the terms of the instructions; and

### (e)                                  theywill not (other than in respect of premiums due in relation to the otherMortgaged Ships) set off against any sum recoverable in respect of a claimrelating to the Ship owned by that Owner under such obligatory insurances anypremiums or other amounts due to them or any other person whether in respect ofthat Ship or otherwise, they waive any lien on the policies or any sumsreceived under them, which they might have in respect of such premiums or otheramounts, and they will not cancel such obligatory insurances by reason of non-paymentof such premiums or other amounts, and will arrange for a separate policy to beissued in respect of that Ship forthwith upon being so requested by theSecurity Trustee.

## **14.7****                        Copies ofcertificates of entry.** The Borrower shall procure that each Owner shallensure that any protection and indemnity and/or war risks associations in whichthe Ship owned by it is entered provides the Security Trustee with:

### (a)                                  acertified copy of the certificate of entry for that Ship;

### (b)                                 aletter or letters of undertaking in such form as may be required by theSecurity Trustee;

### (c)                                  whererequired to be issued under the terms of insurance/indemnity provided by thatOwner’s protection and indemnity association, a certified copy of each UnitedStates of America voyage quarterly declaration (or other similar document ordocuments) made by that Owner in relation to that Ship in accordance with therequirements of such protection and indemnity association; and

### (d)                                 acertified copy of each certificate of financial responsibility for pollution byoil or other Environmentally Sensitive Material issued by the relevantcertifying authority in relation to that Ship.

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## **14.8****                        Deposit oforiginal policies.** The Borrower shall procure that each Owner shall ensurethat all policies relating to obligatory insurances effected by it aredeposited with the approved brokers through which the insurances are effectedor renewed.

## **14.9****                        Payment ofpremiums.** The Borrower shall procure that each Owner shall punctually payall premiums or other sums payable in respect of the obligatory insuranceseffected by it and produce all relevant receipts when so required by theSecurity Trustee.

## **14.10****                 Guarantees.**The Borrower shall procure that each Owner shall ensure that any guaranteesrequired by a protection and indemnity or war risks association are promptlyissued and remain in full force and effect.

## **14.11****                 Compliance withterms of insurances.** The Borrower shall procure that no Owner shall do noromit to do (nor permit to be done or not to be done) any act or thing whichwould or might render any obligatory insurance invalid, void, voidable orunenforceable or render any sum payable thereunder repayable in whole or inpart; and, in particular that:

### (a)                                  eachOwner shall take all necessary action and comply with all requirements whichmay from time to time be applicable to the obligatory insurances, and (withoutlimiting the obligation contained in Clause 14.7(c) above) ensure that theobligatory insurances are not made subject to any exclusions or qualificationsto which the Security Trustee has not given its prior approval;

### (b)                                 noOwner shall make any changes relating to the classification or classificationsociety or manager or operator of the Ship owned by it unless approved (whereapplicable) by the underwriters of the obligatory insurances;

### (c)                                  eachOwner shall make all quarterly or other voyage declarations which may berequired by the protection and indemnity risks association to maintain coverfor trading to the United States of America and Exclusive Economic Zone (asdefined in the United States Oil Pollution Act 1990 or any other applicablelegislation); and

### (d)                                 noOwner shall employ the Ship owned by it, nor allow it to be employed, otherwisethan in conformity with the terms and conditions of the obligatory insurances,without first obtaining the consent of the insurers and complying with anyrequirements (as to extra premium or otherwise) which the insurers specify.

## **14.12****                 Alteration toterms of insurances.**  The Borrowershall procure that no Owner shall neither make or agree to any alteration tothe terms of any obligatory insurance nor waive any right relating to anyobligatory insurance.

## **14.13****                 Settlement ofclaims.** The Borrower shall procure that no Owner shall settle, compromiseor abandon any claim under any obligatory insurance for Total Loss or (subjectas hereinafter provided) for a Major Casualty, and shall do all thingsnecessary and provide all documents, evidence and information to enable theSecurity Trustee to collect or recover any moneys which at any time becomepayable in respect of the obligatory insurances.

## **14.14****                 Provision ofcopies of communications.** The Borrower shall procure that each Owner shallprovide the Security Trustee, at the time of each such communication, copies ofall written communications which may be reasonably requested by the SecurityTrustee between that Owner and:

### (a)                                  theapproved brokers; and

### (b)                                 theapproved protection and indemnity and/or war risks associations; and

### (c)                                  theapproved insurance companies and/or underwriters;

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which relate directly or indirectly to:

#### (i)                                     thatOwner’s obligations relating to the obligatory insurances including, withoutlimitation, all requisite declarations and payments of additional premiums orcalls; and

#### (ii)                                  anycredit arrangements made between that Owner and any of the persons referred toin paragraphs (a) or (b) above relating wholly or partly to the effecting ormaintenance of the obligatory insurances.

## **14.15****                 Provision ofinformation.**  In addition, theBorrower shall procure that each Owner shall promptly provide the SecurityTrustee (or any persons which it may designate) with any information which theSecurity Trustee (or any such designated person) reasonably requests for thepurpose of:

### (a)                                  obtainingor preparing any report from an independent marine insurance broker as to theadequacy 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 14.16below or dealing with or considering any matters relating to any suchinsurances;

and the Borrower shall, forthwith upon demand, indemnify the SecurityTrustee in respect of all fees and other expenses reasonably incurred by or forthe account of the Security Trustee in connection with any such report as isreferred to in paragraph (a) above.

## **14.16****                 Mortgagee’sinterest and additional perils insurances.** The Security Trustee shall maintain and renew all or any of thefollowing insurances on such terms, conditions, through such insurers andgenerally in such manner as the Security Trustee may from time to time considerappropriate:

### (a)                                  amortgagee’s interest marine insurance in an amount of not less than 120 percent. of the Loan providing for the indemnification of the Creditor Parties forany losses under or in connection with any Finance Document which directly orindirectly result from loss of or damage to any Ship or a liability of any Shipor of any Owner, being a loss or damage which is prima facie covered by anobligatory insurance but in respect of which there is a non-payment (or reducedpayment) by the underwriters by reason of, or on the basis of an allegationconcerning:

#### (i)                                     anyact or omission on the part of any Owner, of any operator, charterer, manageror sub-manager of any Ship or of any officer, employee or agent of any Owner orof any such person, including any breach of warranty or condition or anynon-disclosure relating to such obligatory insurance;

#### (ii)                                  anyact or omission, whether deliberate, negligent or accidental, or any knowledgeor privity of any Owner, any other person referred to in paragraph (i) above,or of any officer, employee or agent of any Owner or of such a person,including the casting away or damaging of any Ship and/or any Ship beingunseaworthy; and/or

#### (iii)                               anyother matter capable of being insured against under a mortgagee’s interestmarine insurance policy whether or not similar to the foregoing; and

### (b)                                 amortgagee’s interest additional perils policy in an amount of not less than 110per cent. of the Loan providing for the indemnification of the Creditor Partiesagainst, among other things, any possible losses or other consequences of anyEnvironmental Claim, including the risk of expropriation, arrest or any form ofdetention of any Ship, or the imposition of 

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### any SecurityInterest over any Ship and/or any other matter capable of being insured againstunder a mortgagee’s interest additional perils policy;

and the Borrower shall upon demand fully indemnify the Security Trusteein respect of all premiums and other reasonable expenses which are incurred inconnection with or with a view to effecting, maintaining or renewing any suchinsurance or dealing with, or considering, any matter arising out of any suchinsurance.

## **14.17****                 Review ofinsurance requirements.**  The SecurityTrustee shall be entitled to review after prior consultation with the Borrowerthe requirements of this Clause 14 from time to time in order to take accountof any changes in circumstances after the date of this Agreement which are, inthe opinion of the Security Trustee, significant and capable of affecting theOwners or the Ships and its or their insurance (including, without limitation,changes in the availability or the cost of insurance coverage or the risks towhich the Owners may be subject).

## **14.18****                 Modification ofinsurance requirements.**  The SecurityTrustee shall promptly notify the Borrower and the Owners of any proposedmodification under Clause 14.17 to the requirements of this Clause 14 which theSecurity Trustee reasonably considers appropriate in the circumstances, andsuch modification shall take effect on and from the date it is notified inwriting to the Borrower and the Owners as an amendment to this Clause 14 andshall bind the Borrower accordingly.

## **14.19****                 Compliance withmortgagee’s instructions.**  TheSecurity Trustee shall be entitled (without prejudice to or limitation of anyother rights which it may have or acquire under any Finance Document) torequire any Ship to remain at any safe port or to proceed to and remain at anysafe port designated by the Security Trustee until the Owners implement anyamendments to the terms of the obligatory insurances and any operationalchanges required as a result of a notice served under Clause 14.18 and theBorrower shall procure that the Owners comply with any such requirement withina reasonable period of time in the context of the then prevailingcircumstances.

# **15****                                  SHIPCOVENANTS**

## **15.1****                        General.**The Borrower also undertakes with each Creditor Party to procure that eachOwner shall comply with the following provisions of this Clause 15 at all timesduring the Security Period except as the Agent, with the authorisation of the MajorityLenders, may otherwise permit (such permission not to be unreasonably withheldin the case of Clause 15.2).

## **15.2****                        Ship’sname and registration.** Each Owner shall keep the Ship owned by itregistered in its name as a ship registered under an Approved Flag and shallnot do or allow to be done anything as a result of which such registrationmight be cancelled or imperilled; and shall not change the port of registry orthe name of that Ship.

## **15.3****                        Repair andclassification.** Each Owner shall keep the Ship owned by it in a good andsafe condition and state of repair:

### (a)                                  consistentwith first-class ship ownership and management practice;

### (b)                                 soas to maintain the highest class with a classification society which is amember of the International Association of Classification Societies and whichis acceptable to the Agent (acting upon the instructions of the MajorityLenders) free of all overdue recommendations and conditions affecting class;and

### (c)                                  soas to comply with all laws and regulations applicable to vessels registered onan Approved Flag or to vessels trading to any jurisdiction to which that Shipmay trade from 

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### time to timeincluding, but not limited to, the ISM Code, the ISM Code Documentation, theISPS Code and the ISPS Code Documentation.

## **15.4****                        Classificationsociety undertaking**. The Borrower shall procure that each Owner shallinstruct the classification society of the Ship owned by it to do all or any ofthe following after the occurrence of an Event of Default or a Potential Eventof Default (and procure that the classification society undertakes with theSecurity Trustee at such time):

### (a)                                  tosend to the Security Trustee, following receipt of a written request from theSecurity Trustee, certified true copies of all original class records held by theclassification society in relation to that Ship;

### (b)                                 toallow the Security Trustee (or its agents), at any time and from time to time, to inspect the original class andrelated records of that Owner and that Ship at the offices of theclassification society and to take copies of them;

### (c)                                  tonotify the Security Trustee immediately in writing if the classificationsociety:

#### (i)                                     receivesnotification from that Owner or any person that that Ship’s classificationsociety is to be changed; or

#### (ii)                                  becomesaware of any facts or matters which may result in or have resulted in a change,suspension, discontinuance, withdrawal or expiry of that Ship’s class under therules or terms and conditions of that Owner’s or that Ship’s membership of theclassification society;

### (d)                                 followingreceipt of a written request from the Security Trustee:

#### (i)                                     toconfirm that that Owner is not in default of any of its contractual obligationsor liabilities to the classification society and, without limiting theforegoing, that it has paid in full all fees or other charges due and payableto the classification society; or

#### (ii)                                  ifthat Owner is in default of any of its contractual obligations or liabilitiesto the classification society, to specify to the Security Trustee in reasonabledetail the facts and circumstances of such default, the consequences thereof,and any remedy period agreed or allowed by the classification society.

## **15.5****                        Modification.**The Borrower shall procure that no Owner shall make any modification or repairsto, or replacement of, the Ship owned by it or equipment installed on her whichwould or might materially alter the structure, type or performancecharacteristics of that Ship or materially reduce her value.

## **15.6****                        Removal ofparts.** The Borrower shall procure that no Owner shall remove any materialpart of the Ship owned by it, or any item of equipment installed on, that Shipunless the part or item so removed is forthwith replaced by a suitable part oritem which is in the same condition as or better condition than the part oritem removed, is free from any Security Interest or any right in favour of anyperson other than the Security Trustee and becomes on installation on that Shipthe property of that Owner and subject to the security constituted by therelevant Mortgage **Provided that**an Owner may install equipment owned by a third party if the equipment can beremoved without any risk of damage to the Ship owned by it.

## **15.7****                        Surveys.**The Borrower shall procure that each Owner shall submit the Ship owned by itregularly to all periodical or other surveys which may be required forclassification purposes and, if so required by the Security Trustee provide theSecurity Trustee, with copies of all survey reports.

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## **15.8****                        Inspection**.  The Borrower shall:

### (a)                                  ensurethat each Owner shall permit the Security Trustee (by surveyors or otherpersons appointed by it for that purpose) to board the Ship owned by it at allreasonable times to inspect her condition or to satisfy themselves aboutproposed or executed repairs or to prepare a survey report (at the reasonablecost of the Borrower) in respect of such Ship and shall afford all properfacilities for such inspections;

### (b)                                 ensurethat each Ship shall, both at the time of the survey referred to in this Clause15.8 and at all other times throughout the Security Period, be in a good andsafe condition and state of repair

**Provided that** anyinspection of a Ship will be conducted without interfering with the reasonableoperation, repairs and maintenance of that Ship and all inspections shall becarried out at the risk of the Security Trustee if there has been wilfulmisconduct or gross negligence on the part of the surveyors or other personappointed by the Security Trustee to conduct the inspection.

## **15.9****                        Preventionof and release from arrest.** The Borrower shall procure that each Ownershall promptly discharge or settle:

### (a)                                  allliabilities which give or may give rise to maritime or possessory liens on orclaims enforceable against the Ship owned by it, her Earnings or her Insurancesother than such liens and claims arising in the ordinary course of business(which must in any event be discharged in accordance with best ship managementpractice);

### (b)                                 alltaxes, dues and other amounts charged in respect of the Ship owned by it, herEarnings or her Insurances; and

### (c)                                  allother outgoings whatsoever in respect of the Ship owned by it, her Earnings orher Insurances;

and, forthwith upon receiving notice of the arrest of that Ship, or ofher detention in exercise or purported exercise of any lien or claim, theBorrower shall procure that the Owner of that Ship shall procure her releasewithin 5 Business Days of receiving such notice by providing bail or otherwiseas the circumstances may require.

## **15.10****                 Compliance withlaws etc.** The Borrower shall procure that each Owner and the ApprovedManager shall:

### (a)                                  comply,or procure compliance with, the ISM Code, the ISPS Code, all Environmental Lawsand all other laws or regulations relating to the Ship owned by it, itsownership, operation and management or to the business of that Owner;

### (b)                                 notemploy the Ship owned by it nor allow her employment in any manner contrary toany law or regulation in any relevant jurisdiction including, but not limitedto, the ISM Code and the ISPS Code; and

### (c)                                  inthe event of hostilities in any part of the world (whether war is declared ornot), not cause or permit the Ship owned by it to enter or trade to any zonewhich is declared a war zone by any government or by that Ship’s war risksinsurers unless, in the case of such a zone where an additional premium wouldbe payable, that Owner has (at its expense) effected any special, additional ormodified insurance cover required for it to enter or trade to any war zone.

## **15.11****                 Provision ofinformation.** The Borrower shall procure that each Owner shall promptlyprovide the Agent with any information which it reasonably requests regarding:

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### (a)                                  theShip owned by it, her employment, position, engagements and her Insurances;

### (b)                                 theEarnings and payments and amounts due to the master and crew of the Ship ownedby it;

### (c)                                  anyexpenses 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 respectof that Ship;

### (d)                                 anytowages and salvages; and

### (e)                                  thatOwner’s compliance, the Approved Manager’s compliance, or the compliance of theShip owned by it, with the ISM Code and the ISPS Code;

and, upon the Agent’s request, provide copies of any current charterrelating to the Ship owned by it, of any current charter guarantee and, of theISM Code Documentation and the ISPS Code Documentation.

## **15.12****                 Notification ofcertain events.** The Borrower shall procure that each Owner shall, as soonas it become aware of any of the events referred to in this Clause 15.12, notifythe Agent by fax, confirmed forthwith by letter, of:

### (a)                                  anycasualty which is or is likely to be or to become a Major Casualty;

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

### (c)                                  anyrequirement or recommendation made by any insurer or classification society orby any competent authority which is not complied with in accordance with itsterms (including, without limitation, any time limits specified by any insureror classification society or any competent authority);

### (d)                                 anyarrest or detention of the Ship owned by it (if the arrest or detention has notbeen released within 3 Business Days of its imposition or the Borrower or therelevant Owner considers that the arrest or detention will not be releasedwithin 3 Business Day of its imposition), any exercise or purported exercise ofany lien on that Ship or her Earnings or her Insurances or any requisition ofthat Ship for hire;

### (e)                                  anyintended dry docking of the Ship owned by it which is not included within theschedule of dry docking to be submitted by the Borrower pursuant to Clause15.16 or any dry docking the length, cost or extent of which is materiallydifferent to that contemplated by the aforementioned schedule;

### (f)                                    anyEnvironmental Claim made against that Owner or in connection with the Shipowned by it, or any Environmental Incident;

### (g)                                 anyclaim for breach of the ISM Code or the ISPS Code being made against that Ownerand, to the extent that that Owner is aware of such claim, the Approved Manageror otherwise in connection with the Ship owned by it; or

### (h)                                 anyother matter, event or incident, actual or threatened the effect of which willor could lead to the ISM Code or the ISPS Code not being complied with;

and that that Owner shall keep the Agent advised in writing on aregular basis and in such detail as the Agent shall require of that Owner’s orany other person’s response to any of those events or matters.

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## **15.13****                 Restrictions onchartering, appointment of managers etc.** The Borrower shall procure that noOwner shall, in relation to the Ship owned by it:

### (a)                                  letthe Ship owned by it on demise charter for any period;

### (b)                                 enterinto any time or consecutive voyage charter in respect of the Ship owned by itfor a term of at least, or which by virtue of any optional extensions may be atleast, 12 months;

### (c)                                  charterthe Ship owned by it otherwise than on bona fide arm’s length terms at the timewhen that Ship is fixed;

### (d)                                 appointa manager of the Ship owned by it other than the Approved Manager or agree toany alteration to the terms of the Approved Manager’s appointment;

### (e)                                  de-activateor lay up the Ship owned by it; or

### (f)                                    putthe Ship owned by it into the possession of any person for the purpose of workbeing done upon her in an amount exceeding or likely to exceed $1,500,000 (orthe equivalent in any other currency) unless that person has first given to theSecurity Trustee and in terms satisfactory to it a written undertaking not toexercise any lien on that Ship or her Earnings or her Insurances for the costof such work or otherwise or other arrangements satisfactory to the SecurityTrustee are made to ensure that no such lien will be exercised.

## **15.14****                 Notice ofMortgage.** The Borrower shall procure that each Owner shall keep therelevant Mortgage registered against the Ship owned by it as a valid firstpriority mortgage, carry on board that Ship a certified copy of the relevantMortgage and place and maintain in a conspicuous place in the navigation roomand the Master’s cabin of that Ship a framed printed notice stating that thatShip is mortgaged by that Owner to the Lenders.

## **15.15****                 Sharing ofEarnings.** The Borrower shall procure that no Owner shall:

### (a)                                  enterinto any agreement or arrangement for the sharing of any Earnings;

### (b)                                 enterinto any agreement or arrangement for the postponement of any date on which anyEarnings are due; the reduction of the amount of any Earnings or otherwise forthe release or adverse alteration of any right of that Owner to any Earnings;or

### (c)                                  enterinto any agreement or arrangement for the release of, or adverse alteration to,any guarantee or Security Interest relating to any Earnings.

## **15.16****                ****Notification of scheduled dry dockings. **The Borrower will by no later than 31 January in eachcalendar year send to the Agent a schedule (in a form satisfactory to theAgent) identifying which Ships are intended to be dry docked during that yearand the extent of the works to be carried out during each dry docking and the estimatedduration and cost of the same.  Theschedule will be updated by no later than 30 June in each calendar year to takeaccount of any Ships which are to be dry docked within that year which were notsubject to a Mortgage when the original schedule for the relevant year was sentto the Agent.

# **16****                                  SECURITYCOVER**

## **16.1****                        Provisionof additional security cover; prepayment.** The Borrower undertakes with each Creditor Party that, if at any timethe Agent notifies the Borrower that:

### (a)                                  theaggregate of the Market Values of the Mortgaged Ships; plus

### (b)                                 thenet realisable value of any additional security previously provided under thisClause 16,

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is below 125 per cent. of the Loan, the Borrower will, within 14Business Days after the date on which the Agent’s notice is served, either:

#### (i)                                     provide,or ensure that a third party provides, additional security acceptable to theLenders which, in the opinion of the Majority Lenders, has a net realisablevalue at least equal to the shortfall and which, if it consists of or includesa Security Interest, covers such asset or assets and is documented in suchterms as the Agent may, with authorisation from the Majority Lenders, approveor require; or

#### (ii)                                  prepayin accordance with Clause 9 such part (at least) of the Loan as will eliminatethe shortfall,

## **16.2****                        Meaning ofadditional security.**  In Clause 16.1 “**security**” means a Security Interest over an asset or assetsacceptable to the Lenders (whether securing the Borrower’s liabilities underthe Finance Documents or a guarantee in respect of those liabilities), or aguarantee, letter of credit or other security in respect of the Borrower’sliabilities under the Finance Documents.

## **16.3****                        Requirementfor additional documents.**  TheBorrower shall not be deemed to have complied with paragraph (i) of Clause 16.1until the Agent has received in connection with the additional securitycertified copies of documents of the kinds referred to in paragraphs 3, 4 and 5of Schedule 3 Part A and such legal opinions in terms acceptable to the MajorityLenders from such lawyers as they may select.

## **16.4****                        Valuationof Ship not subject to a long-term charter.** The Market Value of a Mortgaged Ship which at the relevant time is notsubject to a charter or other contract of employment having an unexpired termof at least 9 months at any date is that shown by taking the average of twovaluations prepared:

### (a)                                  asat a date not more than 6 weeks previously;

### (b)                                 by2 Approved Brokers appointed by the Borrower, with both reporting to the Agent;

### (c)                                  withor without physical inspection of that Ship (as the Agent may require);

### (d)                                 onthe basis of a sale for prompt delivery for cash on normal arm’s lengthcommercial terms as between a willing seller and a willing buyer, free of anyexisting charter or other contract of employment; and

### (e)                                  afterdeducting the estimated amount of the usual and reasonable expenses which wouldbe incurred in connection with the sale.

**Provided that**ifthe difference between the 2 valuations obtained at any one time pursuant tothis Clause 16.4 is greater than 10 per cent. a valuation shall be commissionedfrom a third Approved Broker appointed by the Agent.  Such valuation shall be conducted inaccordance with this Clause 16.4 and the Market Value of the Ship in suchcircumstances shall be the average of the initial 2 valuations and thevaluation provided by the third Approved Broker.

## **16.5****                       ****Valuation of Ship subject to long-term charter. **The Market Value of a MortgagedShip which at the relevant time is subject to a charter or other contract ofemployment having an unexpired term of at least 9 months shall be the aggregateof the present values (as may be conclusively determined by the Agent) of:

### (a)                                  theBareboat-equivalent Time Charter Income of the Ship in respect of the remainingunexpired term of the relevant charter or other contract of employmentexcluding any periods for which the relevant charter or contract of employmentmay be renewed at the option of any party (for the purposes of this Clause16.5, an “**option period**”); and

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### (b)                                 thecurrent charter-free market value (determined in accordance with Clause 16.4but subject to the adjustments referred to in this Clause 16.5) of a vesselwith identical characteristics to the Ship other that its age which shall, forthe purposes of this Clause 16.5, be considered to be the age of the Ship atthe expiration of the charter or other contract of employment to which the Shipis subject at the relevant time (excluding any option periods), as such valuemay be adjusted to take into account the terms of any commitments undertaken bythe Owner of the Ship which may affect its value.

For the purposes of this Clause 16.5, the discount rate which willapply 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 equalto the unexpired term of the Ship’s time charter or other contract ofemployment (excluding any option periods (rounded up to the nearest integralyear)) unless the unexpired term of the Ship’s charter or other contract ofemployment (excluding any option periods) is less than 12 months in which theInterest Rate Swap Rate for a period of 12 months will apply.

## **16.6**                        **Value of additional security.**  The net realisable value of any additionalsecurity which is provided under Clause 16.1 and which consists of a SecurityInterest over a vessel shall be that shown by a valuation complying with therequirements of Clause 16.4.

## **16.7**                        **Valuations binding.**  Any valuation under paragraph (i) of Clause16.1, Clauses 16.4, 16.5 or 16.6 shall, in the absence of manifest error, bebinding and conclusive as regards the Borrower, as shall be any valuation whichthe Majority Lenders make of a security which does not consist of or include aSecurity Interest.

## **16.8****                        Provisionof information.**  The Borrower shallpromptly provide the Agent and any Approved Broker or expert acting underClause 16.4, 16.5 or 16.6 with any information which the Agent or the ApprovedBroker 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 therequest, the valuation may be made on any basis and assumptions which theApproved Broker or the Majority Lenders (or the expert appointed by them)consider prudent.

## **16.9****                        Payment ofvaluation expenses.**  Withoutprejudice to the generality of the Borrower’s obligations under Clauses 21.2,21.3 and 22.3, the Borrower shall, on demand, pay the Agent the amount of thefees and expenses of any Approved Broker or expert instructed or approved bythe Agent under this Clause and all legal and other expenses incurred by anyCreditor Party in connection with any matter arising out of this Clause.

## **16.10****                 Frequency ofValuations.**  The Borroweracknowledges and agrees that the Agent may commission valuations of theMortgaged Ships at such times as the Majority Lenders shall deem necessary and,in any event, not less often than once during each 6-month period of theSecurity Period **Provided that** in each calendaryear one set of valuations of each Ship may be obtained from the electronicservices provided by an Approved Broker subject to such electronic serviceshaving been previously approved by the Agent (acting upon the instructions ofthe Majority Lenders) in writing.

# **17****                                  PAYMENTSAND CALCULATIONS**

## **17.1****                       ****Currency and method of payments**.  All payments to be made:

### (a)                                  bythe Lenders to the Agent; or

### (b)                                 bythe Borrower to the Agent, the Security Trustee or any Lender,

under a Finance Document shall be made to the Agent or to the SecurityTrustee, in the case of an amount payable to it:

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#### (i)                                     ifin Dollars, by not later than 11.00 a.m. (New York City time) and if in anOptional Currency, by not later than 11.00 a.m. (in the principal financialcentre for that Optional Currency), in each case on****the due date;

#### (ii)                                  ifin Dollars, in same day Dollar funds settled through the New York ClearingHouse Interbank Payments System and if in an Optional Currency, in immediatelyavailable funds (or in each case in such other funds and/or settled in suchother manner as the Agent shall specify as being customary at the time for thesettlement of international transactions of the type contemplated by thisAgreement denominated in Dollars or the relevant Optional Currency);

#### (iii)                               inthe case of an amount payable by a Lender to the Agent or by the Borrower tothe Agent or any Lender, if in Dollars, to the account of the Agent at JPMorganChase Bank, New York, (Swift Code CHASUS33 (Account No 400807963 (Reference “DanaosCorporation - US$700,000,000 facility”)), if in an Optional Currency to suchaccount of the Agent with such bank as the Agent shall have notified to theBorrower and the other Creditor Parties, or in each case to such other accountwith such other bank as the Agent may from time to time notify to the Borrowerand the other Creditor Parties; and

#### (iv)                              inthe case of an amount payable to the Security Trustee, to such account as itmay from time to time notify to the Borrower and the other Creditor Parties.

## **17.2****                        Payment onnon-Business Day.**  If any payment bythe Borrower under a Finance Document would otherwise fall due on a day whichis not a Business Day:

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

### (b)                                 ifthe next succeeding Business Day falls in the next calendar month, the due dateshall 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.

## **17.3****                        Basis forcalculation of periodic payments.**  Allinterest and commitment fee and any other payments under any Finance Documentwhich are of an annual or periodic nature shall accrue from day to day andshall be calculated on the basis of the actual number of days elapsed and a 360day year or, in relation to any amount denominated in Sterling, a 365 day year.

## **17.4****                        Currencyof Interest Payments.** All paymentsof interest in respect of the Loan or any part thereof shall be made in thecurrency in which the Loan or the relevant part thereof is outstanding at therelevant time.

## **17.5****                        Distributionof payments to Creditor Parties.** Subject to Clauses 17.6, 17.7 and 17.8:

### (a)                                  anyamount received by the Agent under a Finance Document for distribution orremittance to a Lender or the Security Trustee shall be made available by theAgent to that Lender or, as the case may be, the Security Trustee by payment,with funds having the same value as the funds received, to such account as theLender or the Security Trustee may have notified to the Agent not less than 5 BusinessDays previously; and

### (b)                                 amountsto be applied in satisfying amounts of a particular category which are due tothe Lenders generally shall be distributed by the Agent to each Lender pro ratato the amount in that category which is due to it.

## **17.6****                        Permitteddeductions by Agent.**  Notwithstandingany other provision of this Agreement or any other Finance Document, the Agentmay, before making an amount

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## available to aLender, deduct and withhold from that amount any sum which is then due andpayable to the Agent from that Lender under any Finance Document or any sumwhich the Agent is then entitled under any Finance Document to require thatLender to pay on demand.

## **17.7****                        Agent onlyobliged to pay when monies received.** Notwithstanding any other provision of this Agreement or any otherFinance Document, the Agent shall not be obliged to make available to theBorrower or any Lender any sum which the Agent is expecting to receive forremittance or distribution to the Borrower or that Lender until the Agent hassatisfied itself that it has received that sum.

## **17.8****                        Refund toAgent of monies not received.**  If andto the extent that the Agent makes available a sum to the Borrower or a Lender,without first having received that sum, the Borrower or (as the case may be)the Lender concerned shall, on demand:

### (a)                                  refundthe sum in full to the Agent; and

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

## **17.9****                        Agent mayassume receipt.**  Clause 17.8 shallnot affect any claim which the Agent has under the law of restitution, andapplies irrespective of whether the Agent had any form of notice that it hadnot received the sum which it made available (except an express notice from aLender that it will not fund its Contribution).

## **17.10****                 Creditor Partyaccounts.**  Each Creditor Party shallmaintain accounts showing the amounts owing to it by the Borrower and eachSecurity Party under the Finance Documents and all payments in respect of thoseamounts made by the Borrower and any Security Party.

## **17.11****                 Agent’smemorandum account.**  The Agent shallmaintain a memorandum account showing the amounts advanced by the Lenders andall other sums owing to the Agent, the Security Trustee and each Lender fromthe Borrower and each Security Party under the Finance Documents and allpayments in respect of those amounts made by the Borrower and any SecurityParty.

## **17.12****                 Accounts primafacie evidence.**  If any accountsmaintained under Clauses 17.10 and 17.11 show an amount to be owing by theBorrower or a Security Party to a Creditor Party, those accounts shall be primafacie evidence that that amount is owing to that Creditor Party.

# **18****                                  APPLICATIONOF RECEIPTS**

## **18.1****                        Normalorder of application.** Except as any Finance Document may otherwise provide,any sums which are received or recovered by any Creditor Party under or byvirtue of any Finance Document after the service of a notice on the Borrowerunder Clauses 20.2(a)(i) or (ii) shall be applied:

### (a)                                  FIRST:in or towards satisfaction of any amounts then due and payable under theFinance Documents and the Master Agreement in the following order andproportions:

#### (i)                                     first,in or towards satisfaction pro rata of all amounts then due and payable to theCreditor Parties under the Finance Documents other than those amounts referredto at paragraphs (ii) and (iii) (including, but without limitation, all amountspayable by the Borrower under Clauses 21, 22 and 23 of this Agreement or by theBorrower or any Security Party under any corresponding or similar provision inany other Finance Document or in the Master Agreement);

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#### (ii)                                  secondly,in or towards satisfaction pro rata of any and all amounts of interest ordefault interest payable to the Creditor Parties under the Finance Documentsand the Master Agreement (and, for this purpose, the expression “**interest**” shall include any net amountwhich the Borrower shall have become liable to pay or deliver under section2(e) (Obligations) of the Master Agreement but shall have failed to pay ordeliver to the Swap Bank at the time of application or distribution under thisClause 18); and

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

### (b)                                 SECONDLY:in retention of an amount equal to any amount not then due and payable underany Finance Document or the Master Agreement but which the Agent, by notice tothe Borrower, the Security Parties and the other Creditor Parties, states inits opinion will or may become due and payable in the future and, upon thoseamounts becoming due and payable, in or towards satisfaction of them inaccordance with the provisions of Clause 18.1(a); and

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

## **18.2****                        Variationof order of application.**  The Agentmay, with the authorisation of all the Lenders and the Swap Bank, by notice tothe Borrower, the Security Parties and the other Creditor Parties provide for adifferent manner of application from that set out in Clause 18.1 either asregards a specified sum or sums or as regards sums in a specified category orcategories.

## **18.3****                        Notice ofvariation of order of application.** The Agent may give notices under Clause 18.2 from time to time inrespect of sums which may be received or recovered in the future.

## **18.4****                        Appropriationrights overridden.**  This Clause 18and any notice which the Agent gives under Clause 18.2 shall override any rightof appropriation possessed, and any appropriation made, by the Borrower or anySecurity Party.

# **19****                                  APPLICATIONOF EARNINGS**

## **19.1****                        Payment ofEarnings.**  The Borrower undertakeswith each Creditor Party that, throughout the Security Period it will ensurethat (subject only to the provisions of the General Assignments), all theEarnings of each Mortgaged Ship are paid to the Owner’s Earnings Accountrelative to such Ship or, at the option of the Borrower, to the Danaos EarningsAccount.

## **19.2****                        Locationof accounts.**  The Borrower shall, andshall ensure each Owner shall, promptly:

### (a)                                  complywith any requirement of the Agent as to the location or re-location ofthe Earnings Accounts (or any of them); and

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

# **20****                                  EVENTSOF DEFAULT**

## **20.1****                        Events ofDefault.**  An Event of Default occursif:

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### (a)                                  theBorrower or any Security Party fails to pay when due or (if so payable) ondemand any sum payable under a Finance Document or under any document relatingto a Finance Document;  such failureshall not constitute an Event of Default if:

#### (i)                                     suchfailure is due to a bank payment transmission error; and

#### (ii)                                  theBorrower or the relevant Security Party remedies such failure within 3 days ofthe due date of payment of the relevant amount; or

### (b)                                 anybreach occurs of Clause 10, 12.3, 13.2, 13.3, 13.4, 14.2 or 16.1; or

### (c)                                  anybreach by the Borrower or any Security Party occurs of any provision of aFinance Document (other than a breach covered by paragraphs (a) or (b)) unless,in the opinion of the Majority Lenders, such default is capable of remedy, andsuch default is remedied within 14 Business Days after written notice from theAgent requesting action to remedy the same; or

### (d)                                 (subjectto any applicable grace period specified in the Finance Document) any breach(which the Security Trustee considers, in its discretion, to be material) bythe Borrower or any Security Party occurs of any provision of a FinanceDocument (other than a breach covered by paragraphs (a), (b) or (c)); or

### (e)                                  anyrepresentation, warranty or statement (which the Security Trustee considers, inits discretion, to be material) made by, or by an officer of, the Borrower or aSecurity Party in a Finance Document or in a Drawdown Notice or any othernotice or document relating to a Finance Document is untrue or misleading whenit is made such failure shall not constitute an Event of Default if an innocentmisrepresentation has been made and which, if capable of remedy, is remediedwithin 10 Business Days of its occurrence unless such innocentmisrepresentation is made on a Drawdown Date; or

### (f)                                    anyof the following occurs in relation to any Financial Indebtedness of a RelevantPerson (other than the Borrower) or any Financial Indebtedness of the Borrowerof at least $1,000,000 (or the equivalent in another currency) in aggregate inthe case of any Financial Indebtedness falling within paragraph (a) of thedefinition of that term or any Financial Indebtedness falling within all otherparagraphs of the definition of that term (or, when aggregated with anyFinancial Indebtedness falling within paragraph (a) of that term) of at least$10,000,000 in aggregate (or the equivalent in another currency):

#### (i)                                     anyFinancial Indebtedness of a Relevant Person is not paid when due or, if sopayable, on demand; or

#### (ii)                                  anyFinancial Indebtedness of a Relevant Person becomes due and payable or capableof being declared due and payable prior to its stated maturity date as aconsequence of any event of default; or

#### (iii)                               alease, hire purchase agreement or charter creating any Financial Indebtednessof a Relevant Person is lawfully terminated by the lessor or owner or becomescapable of being lawfully terminated as a consequence of any termination event;or

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

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#### (v)                                 anySecurity Interest securing any Financial Indebtedness of a Relevant Personbecomes enforceable; or

### (g)                                 anyof the following occurs in relation to a Relevant Person:

#### (i)                                     aRelevant Person becomes unable to pay its debts as they fall due; or

#### (ii)                                  anyassets of a Relevant Person are subject of any form of execution, attachment,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 inanother currency; or

#### (iii)                               anyadministrative or other receiver is appointed over any asset of a RelevantPerson; or

#### (iv)                              aRelevant Person makes any formal declaration of bankruptcy or any formalstatement to the effect that it is insolvent or likely to become insolvent, ora 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 theeffect that it should be wound up, placed in administration or cease to carryon business, save that this paragraph does not apply to a fully solvent windingup of a Relevant Person other than the Borrower or an Owner which is, or is tobe, effected for the purposes of an amalgamation or reconstruction previouslyapproved by the Majority Lenders and effected not later than 3 months after thecommencement of the winding up; or

#### (v)                                 apetition is presented in any Pertinent Jurisdiction for the winding up oradministration, or the appointment of a provisional liquidator, of a RelevantPerson unless, in the case of an involuntary petition, the petition is beingcontested in good faith and on substantial grounds and is dismissed orwithdrawn within 30 days of the presentation of the petition; or

#### (vi)                              aRelevant Person petitions a court, or presents any proposal for, any form ofjudicial or non-judicial suspension or deferral of payments,reorganisation of its debt (or certain of its debt) or arrangement with all ora substantial proportion (by number or value) of its creditors or of any classof them or any such suspension or deferral of payments, reorganisation orarrangement is effected by court order, contract or otherwise; or

#### (vii)                           anymeeting of the members or directors of a Relevant Person is summoned for thepurpose of considering a resolution or proposal to authorise or take any actionof a type described in paragraphs (iii), (iv), (v) or (vi); or

#### (viii)                        ina Pertinent Jurisdiction other than England, any event occurs or any procedureis commenced which, in the reasonable opinion of the Majority Lenders, issimilar to any of the foregoing; or

### (h)                                 theBorrower ceases, or threatens to cease, to carry on all or a substantial partof its business or, as a result of intervention by or under the authority ofany government, the business of the Borrower is wholly or partially curtailedor suspended, or all or a substantial part of the assets or undertaking of theBorrower is seized, nationalised, expropriate of compulsorily acquired; or

### (i)                                     itbecomes unlawful in any Pertinent Jurisdiction or impossible:

#### (i)                                     forthe Borrower or any Security Party to discharge any liability under a FinanceDocument or to comply with any other obligation which the Majority Lendersconsider material under a Finance Document; or

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#### (ii)                                  forthe Agent, the Security Trustee or the Lenders to exercise or enforce any rightunder, or to enforce any Security Interest created by, a Finance Document; or

### (j)                                     anyconsent necessary to enable any Owner to own, operate or charter the Ship ownedby it or to enable the Borrower, any Owner or any Security Party to comply withany provision which the Majority Lenders consider material of a FinanceDocument, any Existing Charter, any charter referred to in paragraph (b) of thedefinition of “Charterparty Assignment” or an Approved MOA is not granted,expires without being renewed, is revoked or becomes liable to revocation orany condition of such a consent is not fulfilled if this materially affects thesecurity position of the Creditor Parties or the ability of the Borrower or aSecurity Party to timely perform its or their obligations under any FinanceDocument; or

### (k)                                  if,without the prior consent of the Majority Lenders, members of the Coustasfamily (either directly and/or through companies beneficially owned by membersof the Coustas family and/or trusts or foundations of which members of theCoustas family are beneficiaries) own and control 50 per cent. or less of the issuedshare capital of the Borrower; or

### (l)                                     if,without the prior consent of the Majority Lenders, the shares of the Borrowercease to be listed on the New York Stock Exchange; or

### (m)                               itappears to the Majority Lenders that, without their prior consent, a change hasoccurred or probably has occurred after the date of this Agreement in theultimate beneficial ownership of any of the shares in any Owner or in theultimate control of the voting rights attaching to any of those shares; or

### (n)                                 anyprovision which the Majority Lenders consider material of a Finance Documentproves to have been or becomes invalid or unenforceable, or a Security Interestcreated by a Finance Document proves to have been or becomes invalid orunenforceable or such a Security Interest proves to have ranked after, or losesits priority to, another Security Interest or any other third party claim orinterest; or

### (o)                                 thesecurity constituted by a Finance Document is in any way imperilled or injeopardy unless within 14 Business Days of the security being so imperilled orjeopardised (i) the Borrower or a Security Party provides to the SecurityTrustee security in the form of a new Finance Document which, in the opinion ofthe Lenders, is equivalent to that constituted by the Finance Document whichhas become imperilled or jeopardised or (ii) the security ceases to beimperilled or in jeopardy; or

### (p)                                 theMaster Agreement is terminated, cancelled, suspended, rescinded or revoked orotherwise ceases to remain in full force and effect for any reason except withthe consent of the Agent, acting with the authorisation of the MajorityLenders; or

### (q)                                 anEvent of Default (as defined in Section 14 of the Master Agreement) occurs; or

### (r)                                    anyother event occurs or any other circumstances arise or develop including,without limitation:

#### (i)                                     achange in the financial position, state of affairs or prospects of the Borroweror any Owner; or

#### (ii)                                  anyaccident or other event involving any Ship or another vessel owned, charteredor operated by a Relevant Person;

in the light of which the Majority Lenders consider that there is amaterial risk that the Borrower is, or will later become, unable to dischargeits liabilities under the Finance Documents as they fall due.

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## **20.2****                        Actionsfollowing an Event of Default.**  On,or at any time after, the occurrence of an Event of Default which iscontinuing:

### (a)                                  theAgent may, and if so instructed by the Majority Lenders, the Agent shall:

#### (i)                                     serveon the Borrower a notice stating that the Commitments and all other obligationsof each Lender to the Borrower under this Agreement are terminated; and/or

#### (ii)                                  serveon the Borrower a notice stating that the Loan, all accrued interest and allother amounts accrued or owing under this Agreement are immediately due andpayable or are due and payable on demand; and/or

#### (iii)                               takeany other action which, as a result of the Event of Default or any noticeserved under paragraph (i) or (ii), the Agent and/or the Lenders are entitledto take under any Finance Document or any applicable law; and/or

### (b)                                 theSecurity Trustee may, and if so instructed by the Agent, acting with theauthorisation of the Majority Lenders, the Security Trustee shall take anyaction which, as a result of the Event of Default or any notice served underparagraph (a) (i) or (ii), the Security Trustee, the Agent and/or the Lendersare entitled to take under any Finance Document or any applicable law.

## **20.3****                        Terminationof Commitments.**  On the service of anotice under paragraph (a)(i) of Clause 20.2, the Commitments and all otherobligations of each Lender to the Borrower under this Agreement shallterminate.

## **20.4****                        Acceleration.**  On the service of a notice under paragraph(a)(ii) of Clause 20.2, the Loan, all accrued interest and all other amountsaccrued or owing from the Borrower or any Security Party under this Agreementand every other Finance Document shall become immediately due and payable or,as the case may be, payable on demand.

## **20.5****                        Multiplenotices; action without notice.**  TheAgent may serve notices under paragraphs (a) (i) and (ii) of Clause 20.2simultaneously or on different dates and it and/or the Security Trustee maytake any action referred to in that Clause if no such notice is served orsimultaneously with or at any time after the service of both or either of suchnotices.

## **20.6****                        Notificationof Creditor Parties and Security Parties.** The Agent shall send to each Lender, the Security Trustee and eachSecurity Party a copy or the text of any notice which the Agent serves on theBorrower under Clause 20.2; but the notice shall become effective when it isserved on the Borrower, and no failure or delay by the Agent to send a copy orthe text of the notice to any other person shall invalidate the notice orprovide the Borrower or any Security Party with any form of claim or defence.

## **20.7****                        CreditorParty rights unimpaired.**  Nothing inthis Clause shall be taken to impair or restrict the exercise of any rightgiven to individual Lenders under a Finance Document or the general law; and,in particular, this Clause is without prejudice to Clause 3.1.

## **20.8****                        Exclusionof Creditor Party liability.**  NoCreditor Party, and no receiver or manager appointed by the Security Trustee,shall have any liability to the Borrower or a Security Party:

### (a)                                  forany loss caused by an exercise of rights under, or enforcement of a SecurityInterest created by, a Finance Document or by any failure or delay to exercisesuch a right or to enforce such a Security Interest; or

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### (b)                                 asmortgagee in possession or otherwise, for any income or principal amount whichmight have been produced by or realised from any asset comprised in such aSecurity Interest or for any reduction (however caused) in the value of such anasset;

except that this does not exempt a Creditor Party or a receiver ormanager from liability for losses shown to have been caused by the grossnegligence or the wilful misconduct of such Creditor Party’s own officers andemployees or (as the case may be) such receiver’s or manager’s own partners oremployees.

## **20.9****                        RelevantPersons.**  In this Clause 20 a “**Relevant Person**” means the Borrower, aSecurity Party (other than any bareboat charterer which is a party to aBareboat Charter Security Agreement an “**excluded Security Party**”)and any company which is a subsidiary of the Borrower or a Security Party(other than an excluded Security Party) or of which a Security Party (otherthan an excluded Security Party) is a subsidiary but excluding any companywhich is dormant and the value of whose gross assets is $50,000 or less.

## **20.10****                 Interpretation.**  In Clause 20.1(f) references to an event ofdefault or a termination event include any event, howsoever described, which issimilar to an event of default in a facility agreement or a termination eventin a finance lease; and in Clause 20.1(g) “**petition**” includesan application.

# **21****                                  FEESAND EXPENSES**

## **21.1****                        Arrangement,commitment and agency fees.**  TheBorrower shall pay to the Agent:

### (a)                                  anarrangement/underwriting fee of an amount previously agreed in writing betweenthe Arrangers and the Borrower for distribution among the Lenders and theArrangers in the proportions agreed;

### (b)                                 quarterlyin arrears (and on the last day of the Revolving Period) during the period fromthe date of this Agreement to the last day of the Revolving Period, for theaccount of the Lenders, a commitment fee at the rate previously agreed inwriting between the parties on the undrawn amount of the Long-Term RevolvingFacility, for distribution among the Lenders in the proportions agreed;

### (c)                                  adrawdown fee of an amount previously agreed in writing between the Arrangersand the Borrower, for distribution among the Lenders in the proportions agreed;and

### (d)                                 onthe date falling 3 months after the date of this Agreement and every 3 monthsthereafter during the Security Period, an agency fee of an amount previouslyagreed in writing between the Agent and the Borrower, such agency fee to bepayable to the Agent in arrears for its own account.

## **21.2****                        Costs ofnegotiation, preparation etc.**  TheBorrower shall pay to the Agent on its demand the amount of all expensesreasonably incurred by the Agent, the Lenders or the Security Trustee inconnection with the negotiation, preparation, execution or registration of anyFinance Document or any related document or with any transaction contemplatedby a Finance Document or a related document.

## **21.3****                        Costs ofvariations, amendments, enforcement etc.** The Borrower shall pay to the Agent, on the Agent’s demand, the amountof all expenses incurred by a Lender in connection with:

### (a)                                  anyamendment or supplement to a Finance Document, or any proposal for such anamendment to be made;

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### (b)                                 anyconsent or waiver by the Lenders, the Majority Lenders or the Lender concernedunder or in connection with a Finance Document, or any request for such aconsent or waiver;

### (c)                                  thevaluation of any security provided or offered under Clause 16 or any othermatter relating to such security; or

### (d)                                 anystep taken by the Lender concerned with a view to the protection, exercise orenforcement of any right or Security Interest created by a Finance Document orfor any similar purpose.

There shall be recoverable under paragraph (d) the full amount of alllegal expenses, whether or not such as would be allowed under rules of court orany taxation or other procedure carried out under such rules.

## **21.4****                        Documentarytaxes.**  The Borrower shall promptlypay any tax payable on or by reference to any Finance Document, and shall, onthe Agent’s demand, fully indemnify each Creditor Party against any liabilitiesand expenses resulting from any failure or delay by the Borrower to pay such atax.

## **21.5****                        Certificationof amounts.**  A notice which is signedby an officer of a Creditor Party, which states that a specified amount, oraggregate amount, is due to that Creditor Party under this Clause 21 and which indicates(without necessarily specifying a detailed breakdown) the matters in respect ofwhich the amount, or aggregate amount, is due shall be prima facie evidencethat the amount, or aggregate amount, is due save in the case of manifesterror.

# **22****                                  INDEMNITIES**

## **22.1****                        Indemnitiesregarding borrowing and repayment of Loan.** The Borrower shall fully indemnify the Agent and each Lender on theAgent’s demand and the Security Trustee on its demand in respect of allexpenses, liabilities and losses which are incurred by that Creditor Party, orwhich that Creditor Party reasonably and with due diligence estimates that itwill incur, as a result of or in connection with:

### (a)                                  anAdvance not being borrowed on the date specified in the Drawdown Notice for anyreason other than a default by the Lender claiming the indemnity;

### (b)                                 thereceipt or recovery of all or any part of the Loan or an overdue sum otherwisethan on the last day of an Interest Period applicable to it or other relevantperiod;

### (c)                                  anyfailure (for whatever reason) by the Borrower to make payment of any amount dueunder a Finance Document on the due date or, if so payable, on demand (aftergiving credit for any default interest paid by the Borrower on the amountconcerned under Clause 8);

### (d)                                 theoccurrence and/or continuance of an Event of Default or a Potential Event ofDefault and/or the acceleration of repayment of the Loan under Clause 20;

and in respect of any tax (other than tax on its overall net income)for which a Creditor Party is liable in connection with any amount paid orpayable to that Creditor Party (whether for its own account or otherwise) underany Finance Document.

## **22.2****                        Breakagecosts.**  Without limiting itsgenerality, Clause 22.1 covers any liability, expense or loss, including a lossof a prospective profit, incurred by a Lender:

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### (a)                                  inliquidating or employing deposits from third parties acquired or arranged tofund or maintain all or any part of its Contribution and/or any overdue amount(or an aggregate amount which includes its Contribution or any overdue amount);and

### (b)                                 interminating, or otherwise in connection with, any interest and/or currency swapor any other transaction entered into (whether with another legal entity orwith another office or department of the Lender concerned) to hedge anyexposure arising under this Agreement or that part which the Lender concerneddetermines is fairly attributable to this Agreement of the amount of theliabilities, expenses or losses (including losses of prospective profits)incurred by it in terminating, or otherwise in connection with, a number oftransactions of which this Agreement is one.

## **22.3****                        Miscellaneousindemnities.**  The Borrower shallfully indemnify each Creditor Party severally on their respective demands inrespect of all claims, demands, proceedings, liabilities, taxes, losses andexpenses of every kind (“**liability items**”)which may be made or brought against, or incurred by, the Creditor Partyconcerned, in any country, in relation to:

### (a)                                  anyaction taken, or omitted or neglected to be taken, under or in connection withany Finance Document by the Creditor Party concerned or by any receiverappointed under a Finance Document;

### (b)                                 anyother event, matter or question which occurs or arises at any time during theSecurity Period and which has any connection with, or any bearing on, anyFinance Document, any payment or other transaction relating to a FinanceDocument or any asset covered (or previously covered) by a Security Interestcreated (or intended to be created) by a Finance Document;

other than liability items which are shown to have been caused by thegross negligence or the wilful misconduct of the officers or employees of theCreditor Party concerned.

## **22.4****                        Extensionof indemnities; environmental indemnity.** Without prejudice to its generality, Clause 22.3 covers:

### (a)                                  anymatter which would be covered by Clause 21.3 if any of the references in thatClause to a Lender were a reference to the Agent or (as the case may be) to theSecurity Trustee; and

### (b)                                 anyliability items which arise, or are asserted, under or in connection with anylaw relating to safety at sea, pollution or the protection of the environment.

## **22.5****                        Currencyindemnity.**  If any sum due from theBorrower or any Security Party to a Creditor Party under a Finance Document orunder any order or judgment relating to a Finance Document has to be convertedfrom the currency in which the Finance Document provided for the sum to be paid(the “**Contractual Currency**”) intoanother currency (the “**Payment Currency**”)for the purpose of:

### (a)                                  makingor lodging any claim or proof against the Borrower or any Security Party,whether in its liquidation, any arrangement involving it or otherwise; or

### (b)                                 obtainingan order or judgment from any court or other tribunal; or

### (c)                                  enforcingany such order or judgment;

the Borrower shall indemnify the Creditor Party concerned against theloss arising when the amount of the payment actually received by that CreditorParty is converted at the available rate of exchange into the Contractual Currency.

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In this Clause 22.5 the “**available rate of exchange**”means the rate at which the Creditor Party concerned is able at the opening ofbusiness (London time) on the Business Day after it receives the sum concernedto purchase the Contractual Currency with the Payment Currency.

This Clause 22.5 creates a separate liability of the Borrower which isdistinct from its other liabilities under the Finance Documents and which shallnot be merged in any judgement or order relating to those other liabilities.

## **22.6****                        Applicationto Master Agreement.**  For theavoidance of doubt, Clause 22.5 does not apply in respect of sums due from theBorrower to the Swap Bank under or in connection with the Master Agreement asto which sums the provisions of section 8 (Contractual Currency) of the MasterAgreement shall apply.

## **22.7****                        Certificationof amounts.**  A notice which is signedby an officer of a Creditor Party, which states that a specified amount, oraggregate amount, is due to that Creditor Party under this Clause 22 and whichindicates (without necessarily specifying a detailed breakdown) the matters inrespect of which the amount, or aggregate amount, is due shall be prima facieevidence that the amount, or aggregate amount, is due.

## **22.8****                        Sumsdeemed due to a Lender.**  For thepurposes of this Clause 22, a sum payable by the Borrower to the Agent or theSecurity Trustee for distribution to a Lender shall be treated as a sum due tothat Lender save in the case of manifest error.

# **23****                                  NOSET-OFF OR TAX DEDUCTION**

## **23.1****                        Nodeductions.**  All amounts due from theBorrower under a Finance Document shall be paid:

### (a)                                  withoutany form of set-off, cross-claim or condition; and

### (b)                                 freeand clear of any tax deduction except a tax deduction which the Borrower isrequired by law to make.

## **23.2****                        Grossing-upfor taxes.**  If the Borrower isrequired by law to make a tax deduction from any payment:

### (a)                                  theBorrower shall notify the Agent as soon as it becomes aware of the requirement;

### (b)                                 theBorrower shall pay the tax deducted to the appropriate taxation authoritypromptly, and in any event before any fine or penalty arises;

### (c)                                  theamount due in respect of the payment shall be increased by the amount necessaryto ensure that each Creditor Party receives and retains (free from anyliability relating to the tax deduction) a net amount which, after the taxdeduction, is equal to the full amount which it would otherwise have received.

## **23.3****                        Evidenceof payment of taxes.**  Within 1 monthafter making any tax deduction, the Borrower shall deliver to the Agent documentaryevidence satisfactory to the Agent that the tax had been paid to theappropriate taxation authority.

## **23.4****                        Exclusionof tax on overall net income.**  Inthis Clause 23 “**tax deduction**” means any deductionor withholding for or on account of any present or future tax except tax on aCreditor Party’s overall net income.

## **23.5****                        Applicationto the Master Agreement.**  For theavoidance of doubt, Clause 23 does not apply in respect of sums due from theBorrower to the Swap Bank under or in connection

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## with theMaster Agreement as to which sums the provisions of section 2(d) (Deduction orWithholding for Tax) of the Master Agreement shall apply.

# **24****                                  ILLEGALITY,ETC**

## **24.1****                        Illegality.**  This Clause 24 applies if a Lender (the “**Notifying Lender**”) notifies the Agent thatit has become, or will with effect from a specified date, become:

### (a)                                  unlawfulor prohibited as a result of the introduction of a new law, an amendment to anexisting law or a change in the manner in which an existing law is or will beinterpreted or applied; or

### (b)                                 contraryto, or inconsistent with, a regulation;

for the Notifying Lender to maintain or give effect to any of itsobligations under this Agreement in the manner contemplated by this Agreement.

## **24.2****                        Notificationof illegality.**  The Agent shallpromptly notify the Borrower, the Security Parties, the Security Trustee andthe other Lenders of the notice under Clause 24.1 which the Agent receives fromthe Notifying Lender.

## **24.3****                        Prepayment;termination of Commitment.**  On theAgent notifying the Borrower under Clause 24.2, the Notifying Lender’sCommitment shall terminate; and thereupon or, if later, on the date specifiedin the Notifying Lender’s notice under Clause 24.1 as the date on which thenotified event would become effective the Borrower shall prepay the NotifyingLender’s Contribution in accordance with Clause 9 (other than Clause 9.6).

# **25****                                  INCREASEDCOSTS**

## **25.1****                        Increasedcosts.**  This Clause 25 applies if aLender (the “**Notifying Lender**”)notifies the Agent that the Notifying Lender considers that as a result of:

### (a)                                  theintroduction or alteration after the date of this Agreement of a law, or aregulation or an alteration after the date of this Agreement in the manner inwhich a law or regulation is interpreted or applied (disregarding any effectwhich relates to the application to payments under this Agreement of a tax onthe Notifying Lender’s overall net income); or

### (b)                                 theeffect of complying with any law or regulation (including any which relates tocapital adequacy or liquidity controls or which affects the manner in which theNotifying Lender allocates capital resources to its obligations under thisAgreement (including, without limitation, the implementation of any regulationswhich shall replace, amend and / or supplement those set out in the statementof the Basle Committee on Banking Regulations and Supervisory Practices datedJuly 1988 and entitled “International Convergence of Capital Measurement andCapital Structures”)) which is introduced, or altered, or the interpretation orapplication of which is altered, after the date of this Agreement,

the Notifying Lender (or a parent company of it) has incurred or willincur an “**increased cost**”, that is to say,:

#### (i)                                     anadditional or increased cost incurred as a result of, or in connection with,the Notifying Lender having entered into, or being a party to, this Agreementor a Transfer Certificate, of funding or maintaining its Commitment or itsContribution or performing its obligations under this Agreement, or of havingoutstanding all or any part of its Contribution or other unpaid sums;

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#### (ii)                                  areduction in the amount of any payment to the Notifying Lender under thisAgreement or in the effective return which such a payment represents to theNotifying Lender or on its capital;

#### (iii)                               anadditional or increased cost of funding or maintaining all or any of theadvances comprised in a class of advances formed by or including the NotifyingLender’s Contribution or (as the case may require) the proportion of that costattributable to the Contribution; or

#### (iv)                              aliability to make a payment, or a return foregone, which is calculated byreference to any amounts received or receivable by the Notifying Lender underthis Agreement;

but not an item attributable to a change in the rate of tax on the overallnet income of the Notifying Lender (or a parent company of it) or an itemcovered by the indemnity for tax in Clause 22.1 or by Clause 23.

For the purposes of this Clause 25.1 the Notifying Lender may in goodfaith allocate or spread costs and/or losses among its assets and liabilities(or any class thereof) on such basis as it considers appropriate.

## **25.2****                        Notificationto Borrower of claim for increased costs.** The Agent shall promptly notify the Borrower and the Security Parties ofthe notice which the Agent received from the Notifying Lender under Clause25.1.

## **25.3****                        Payment ofincreased costs.**  The Borrower shallpay to the Agent, on the Agent’s demand, for the account of the NotifyingLender the amounts which the Agent from time to time notifies the Borrower thatthe Notifying Lender has specified to be necessary to compensate the NotifyingLender for the increased cost.

## **25.4****                        Notice ofprepayment.**  If the Borrower is notwilling to continue to compensate the Notifying Lender for the increased costunder Clause 25.3, the Borrower may give the Agent not less than 3 BusinessDays’ notice of its intention to prepay the Notifying Lender’s Contribution.

## **25.5****                        Prepayment;termination of Commitment.**  A noticeunder Clause 25.4 shall be irrevocable; the Agent shall promptly notify theNotifying Lender of the Borrower’s notice of intended prepayment; and:

### (a)                                  onthe date on which the Agent serves that notice, the Commitment of the NotifyingLender shall be cancelled; and

### (b)                                 onthe date specified in its notice of intended prepayment, the Borrower shallprepay (without premium or penalty) the Notifying Lender’s Contribution,together with accrued interest thereon at the applicable rate plus the Margin(but subject to Clause 22.1).

## **25.6****                        Applicationof prepayment.**  Clause 9 shall applyin relation to the prepayment.

# **26****                                  SET-OFF**

## **26.1****                        Applicationof credit balances.**  Each CreditorParty may without prior notice but following the occurrence of an Event ofDefault which is continuing:

### (a)                                  applyany balance (whether or not then due) which at any time stands to the credit ofany account in the name of the Borrower at any office in any country of thatCreditor Party in or towards satisfaction of any sum then due from the Borrowerto that Creditor Party under any of the Finance Documents; and

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### (b)                                 forthat purpose:

#### (i)                                     break,or alter the maturity of, all or any part of a deposit of the Borrower;

#### (ii)                                  convertor translate all or any part of a deposit or other credit balance into Dollars;and/or

#### (iii)                               enterinto any other transaction or make any entry with regard to the credit balancewhich the Creditor Party concerned considers appropriate.

## **26.2****                        Existingrights unaffected.**  No Creditor Partyshall be obliged to exercise any of its rights under Clause 26.1; and thoserights 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 aCreditor Party is entitled (whether under the general law or any document).

## **26.3****                        Sumsdeemed due to a Lender.**  For thepurposes of this Clause 26, a sum payable by the Borrower to the Agent or theSecurity Trustee for distribution to, or for the account of, a Lender shall betreated as a sum due to that Lender; and each Lender’s proportion of a sum sopayable for distribution to, or for the account of, the Lenders shall betreated as a sum due to such Lender.

# **27****                                  TRANSFERSAND CHANGES IN LENDING OFFICES**

## **27.1****                        Transferby Borrower.** The Borrower may not, without the prior consent of the Agent,given with the authorisation of all the Lenders:

### (a)                                  transferany of its rights or obligations under any Finance Document; or

### (b)                                 enterinto 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.

## **27.2****                        Transferby a Lender.**  Subject to Clause 27.4,a Lender (the “**Transferor Lender**”)may cause:

### (a)                                  itsrights in respect of all or part of its Contribution; and

### (b)                                 anequal proportion of its obligations in respect of all or part of itsCommitment,

to be (in the case of its rights) transferred to, or (in the case ofits obligations) assumed by, another bank or financial institution or specialpurpose vehicle established by any Lender (a “**TransfereeLender**”) by delivering to the Agent a completed certificate in theform set out in Schedule 4 with any modifications approved or required by theAgent (a “**Transfer Certificate**”) executed by theTransferor Lender and the Transferee Lender.

Any rights and obligations of the Transferor Lender in its capacity asAgent, the Agent or Security Trustee will have to be dealt with separately inaccordance with the Agency and Trust Agreement.

A transfer pursuant to this Clause 27.2 shall:

#### (i)                                     beeffected without the consent of, but with notice to, the Borrower:

##### (A)                              followingthe occurrence of an Event of Default;

##### (B)                                ifsuch transfer is to a subsidiary or any other company or financial institutionwhich is in the same ownership or control as the Transferor Lender; or

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##### (C)                                ifsuch transfer is part of the Transferor Lender’s programme of securitising itsportfolio of loans; and

#### (ii)                                  requirethe consent of the Borrower in all other circumstances and, if the Borrowerobjects to such transfer it shall notify the Agent within 5 days of receivingnotice of the proposed transfer (the “**transfer notice**”)and either the Borrower shall, within 15 days of the transfer notice, prepaythe Contribution of the Transferor Lender which it was proposing to transfer(such prepayment to be made in accordance with Clause 9) and/or the Commitmentof the Transferor Lender which it was proposing to transfer shall bepermanently cancelled on the date of the Borrower’s notice to the Agent.

## **27.3****                        TransferCertificate, delivery and notification.** As soon as reasonably practicable after a Transfer Certificate isdelivered to the Agent, it shall (unless it has reason to believe that theTransfer Certificate may be defective):

### (a)                                  signthe Transfer Certificate on behalf of itself, the Agent, the Borrower, theSecurity Parties, the Security Trustee and each of the other Lenders;

### (b)                                 onbehalf of the Transferee Lender, send to the Borrower and each Security Partyletters or faxes notifying them of the Transfer Certificate and attaching acopy of it; and

### (c)                                  sendto the Transferee Lender copies of the letters or faxes sent under paragraph(b).

## **27.4****                        EffectiveDate of Transfer Certificate.**  ATransfer Certificate becomes effective on the date, if any, specified in theTransfer Certificate as its effective date, **providedthat** it is signed by the Agent under Clause 27.3 on or before thatdate.

## **27.5****                        Notransfer without Transfer Certificate.** No assignment or transfer of any right or obligation of a Lender underany Finance Document is binding on, or effective in relation to, the Borrower,any Security Party, the Agent or the Security Trustee unless it is effected,evidenced or perfected by a Transfer Certificate.

## **27.6****                        Lenderre-organisation; waiver of Transfer Certificate. **If a Lender enters into any merger,de-merger or other reorganisation as a result of which all its rights orobligations vest in a successor, the successor shall automatically and withoutany further act being necessary become a Lender with the same Commitment andContribution as were held by the predecessor Lender.

## **27.7****                        Effect ofTransfer Certificate.**  A TransferCertificate takes effect in accordance with English law as follows:

### (a)                                  tothe extent specified in the Transfer Certificate, all rights and interests(present, future or contingent) which the Transferor Lender has under or by virtueof the Finance Documents are assigned to the Transferee Lender absolutely;

### (b)                                 theTransferor Lender’s Commitment is discharged to the extent specified in theTransfer Certificate;

### (c)                                  theTransferee Lender becomes a Lender with a Contribution and a Commitment of anamount specified in the Transfer Certificate;

### (d)                                 theTransferee Lender becomes bound by all the provisions of the Finance Documentswhich are applicable to the Lenders generally, including those about pro-ratasharing and the exclusion of liability on the part of, and the indemnificationof, the Agent and the Security Trustee and, to the extent that the TransfereeLender becomes bound by those provisions (other than those relating toexclusion of liability), the Transferor Lender ceases to be bound by them;

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### (e)                                  anypart of the Loan which the Transferee Lender advances after the TransferCertificate’s effective date ranks in point of priority and security in thesame way as it would have ranked had it been advanced by the Transferor Lender;

### (f)                                    theTransferee Lender becomes entitled to all the rights under the FinanceDocuments which are applicable to the Lenders generally, including but notlimited to those relating to the Majority Lenders and those under Clause 6.7and Clause 21, and to the extent that the Transferee Lender becomes entitled tosuch rights, the Transferor Lender ceases to be entitled to them; and

### (g)                                 inrespect of any breach of a warranty, undertaking, condition or other provisionof a Finance Document or any misrepresentation made in or in connection with aFinance Document, the Transferee Lender shall be entitled to recover damages byreference to the loss incurred by it as a result of the breach ormisrepresentation, irrespective of whether the original Lender would have incurreda loss of that kind or amount.

The rights and equities of the Borrower or any Security Party referredto above include, but are not limited to, any right of set off and any otherkind of cross-claim.

## **27.8****                        Maintenanceof register of Lenders.**  During theSecurity Period the Agent shall maintain a register in which it shall recordthe name, Commitment, Contribution and administrative details (including thelending office) from time to time of each Lender and the effective date (inaccordance with Clause 27.4) of each Transfer Certificate; and the Agent shallmake the register available for inspection by any Lender, the Security Trusteeand the Borrower during normal banking hours, subject to receiving at least 3Business Days prior notice.

## **27.9****                        Relianceon register of Lenders.**  The entrieson that register shall, in the absence of manifest error, be conclusive indetermining the identities of the Lenders and the amounts of their Commitmentsand Contributions and the effective dates of Transfer Certificates and may berelied upon by the Agent and the other parties to the Finance Documents for allpurposes relating to the Finance Documents.

## **27.10****                 Authorisation ofAgent to sign Transfer Certificates.** The Borrower, the Security Trustee andeach Lender irrevocably authorises the Agent to sign Transfer Certificates onits behalf.

## **27.11****                 Registration fee.**  In respect of any Transfer Certificate, theAgent shall, following its request and at its option, be entitled to recover aregistration fee of $2,500 from the Transferor Lender or (at the Agent’soption) the Transferee Lender.

## **27.12****                 Sub-participation;subrogation assignment.**  A Lender maysub-participate all or any part of its rights and/or obligations under orin connection with the Finance Documents without the consent of, or any noticeto, the Borrower, any Security Party, the Agent or the Security Trustee; andthe Lenders may assign, in any manner and terms agreed by the Majority Lenders,the Agent and the Security Trustee, all or any part of those rights to aninsurer or surety who has become subrogated to them.

## **27.13****                 Disclosure ofinformation.**  A Lender may provide ordisclose to an actual or potential Transferee Lender, any assignee or sub-participantor any person who may otherwise enter into contractual relations with thatLender in connection with this Agreement, a copy of this Agreement, copies ofall information provided by the Borrower or any of the Security Parties underor in connection with each Finance Document, details of drawings made by theBorrower under this Agreement and information regarding the performance by theBorrower and the Security Parties of their obligations under this Agreement andthe other Finance Documents.

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## **27.14****                 Change of lendingoffice.**  A Lender may change itslending office and may change its booking office by giving notice to the Agentand the change shall become effective on the later of:

### (a)                                  thedate on which the Agent receives the notice; and

### (b)                                 thedate, if any, specified in the notice as the date on which the change will comeinto effect.

## **27.15****                 Notification.**  On receiving such a notice, the Agent shallnotify the Borrower and the Security Trustee; and, until the Agent receivessuch a notice, it shall be entitled to assume that a Lender is acting throughthe lending office or is acting through the booking office of which the Agentlast had notice.

# **28****                                  VARIATIONSAND WAIVERS**

## **28.1****                        Variations,waivers etc. by Majority Lenders.** Subject to Clause 28.2, a document shall be effective to vary, waive,suspend or limit any provision of a Finance Document, or any Creditor Party’srights or remedies under such a provision or the general law, only if thedocument is signed, or specifically agreed to by fax, by the Borrower, by theAgent on behalf and with the consent of the Majority Lenders, by the Agent andthe Security Trustee in their own rights, and, if the document relates to aFinance Document to which a Security Party is party, by that Security Party.

## **28.2****                        Variations,waivers etc. requiring agreement of all Lenders.**  However, as regards the following, Clause28.1 applies as if the words “by the Agent on behalf and with the consent ofthe Majority Lenders” were replaced by the words “by or on behalf and with theconsent of every Lender”:

### (a)                                  achange in the definition of the Margin or in the definition of LIBOR orEURIBOR;

### (b)                                 achange to the date for, or the amount of, any payment of principal, interest,fees, or other sum payable under this Agreement;

### (c)                                  achange to any Lender’s Commitment;

### (d)                                 anextension of the Availability Period;

### (e)                                  achange to the definition of “Majority Lenders” or “Finance Documents”;

### (f)                                    achange to the preamble or to Clause 2, 3, 4, 6.1, 9.2, 12, 13.4, 18, 19, 20 or31;

### (g)                                 achange to this Clause 28;

### (h)                                 anyrelease of, or material variation to, a Security Interest, guarantee, indemnityor subordination arrangement set out in a Finance Document; and

### (i)                                     anyother change or matter as regards which this Agreement or another FinanceDocument expressly provides that each Lender’s consent is required.

## **28.3****                        Exclusionof other or implied variations.** Except for a document which satisfies the requirements of Clauses 28.1and 28.2, no document, and no act, course of conduct, failure or neglect toact, delay or acquiescence on the part of the Creditor Parties or any of them(or any person acting on behalf of any of them) shall result in the CreditorParties or any of them (or any person acting on behalf of any of them) beingtaken to have varied, waived, suspended or limited, or being precluded(permanently or temporarily) from enforcing, relying on or exercising:

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### (a)                                  aprovision of this Agreement or another Finance Document; or

### (b)                                 anEvent of Default; or

### (c)                                  abreach by the Borrower or a Security Party of an obligation under a FinanceDocument or the general law; or

### (d)                                 anyright or remedy conferred by any Finance Document or by the general law;

and there shall not be implied into any Finance Document any term orcondition requiring any such provision to be enforced, or such right or remedyto be exercised, within a certain or reasonable time.

# **29****                                  NOTICES**

## **29.1****                        General.**  Unless otherwise specifically provided, anynotice under or in connection with any Finance Document shall be given byletter or fax; and references in the Finance Documents to written notices,notices in writing and notices signed by particular persons shall be construedaccordingly.

## **29.2****                        Addressesfor communications.**  A notice shallbe sent:

| (a)    | to the Borrower: |   | c/o the Approved Manager                           |
|--------|------------------|--------|----------------------------------------------------|
|   |             |   | Akti Kondyli 14                                    |
|   |             |   | 185 45 Piraeus                                     |
|   |             |   |                                               |
|   |             |   | Fax No: +30 210  422 0855                          |
|   |             |   |                                               |
| (b)    | to a Lender:     |   | At the address below its name in Schedule 1 or (as |
|   |             |   | the case may require) in the relevant Transfer     |
|   |             |   | Certificate.                                       |
|   |             |   |                                               |
| (c)    | to the Agent     |   | Aegean Baltic Bank S.A.                            |
|   | and the Security |   | 28 Diligianni Street                               |
|   | Trustee:         |   | 145 62 Kifissia                                    |
|   |             |   | Greece                                             |
|   |             |   |                                               |
|   |             |   | Fax No: + 30 210 623 4192/3                        |

 

or to such other address as the relevant party may notify the Agent or,if the relevant party is the Agent or the Security Trustee, the Borrower, theLenders and the Security Parties.

## **29.3****                        Effectivedate of notices.**  Subject to Clauses29.4 and 29.5:

### (a)                                  anotice which is delivered personally or posted shall be deemed to be served,and shall take effect, at the time when it is delivered;

### (b)                                 anotice which is sent by fax shall be deemed to be served, and shall takeeffect, 2 hours after its transmission is completed.

## **29.4****                        Serviceoutside business hours.**  However, ifunder Clause 29.3 a notice would be deemed to be served:

### (a)                                  ona day which is not a business day in the place of receipt; or

### (b)                                 onsuch a business day, but after 5 p.m. local time;

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the notice shall (subject to Clause 29.5) be deemed to be served, andshall take effect, at 9 a.m. on the next day which is such a business day.

## **29.5****                        Illegiblenotices.**  Clauses 29.3 and 29.4 donot apply if the recipient of a notice notifies the sender within one hourafter the time at which the notice would otherwise be deemed to be served thatthe notice has been received in a form which is illegible in a materialrespect.

## **29.6****                        Validnotices.**  A notice under or inconnection with a Finance Document shall not be invalid by reason that themanner of serving it does not comply with the requirements of this Agreementor, where appropriate, any other Finance Document under which it is served ifthe failure to serve it in accordance with the requirements of this Agreementor other Finance Document, as the case may be, has not caused any party tosuffer any significant loss or prejudice.

## **29.7****                        Englishlanguage.**  Any notice under or in connectionwith a Finance Document shall be in English.

## **29.8****                        Meaning of“notice”.**  In this Clause “notice”includes any demand, consent, authorisation, approval, instruction, waiver orother communication.

# **30****                                  SUPPLEMENTAL**

## **30.1****                        Rightscumulative, non-exclusive.**  Therights and remedies which the Finance Documents give to each Creditor Partyare:

### (a)                                  cumulative;

### (b)                                 maybe exercised as often as appears expedient; and

### (c)                                  shallnot, unless a Finance Document explicitly and specifically states so, be takento exclude or limit any right or remedy conferred by any law.

## **30.2****                        Severabilityof provisions.**  If any provision of aFinance Document is or subsequently becomes void, unenforceable or illegal,that shall not affect the validity, enforceability or legality of the otherprovisions of that Finance Document or of the provisions of any other FinanceDocument.

## **30.3****                        Counterparts.**  A Finance Document may be executed in anynumber of counterparts.

## **30.4****                       ****Benefit and binding effect**. The terms of this Agreement shall be binding upon, and shall enure tothe benefit of, the parties hereto and their respective (including subsequent)successors and permitted assigns and transferees.

## **30.5****                        Thirdparty rights.**  A person who is not aparty to this Agreement has no right under the Contracts (Rights of ThirdParties) Act 1999 to enforce or to enjoy the benefit of any term of thisAgreement.

# **31****                                  LAWAND JURISDICTION**

## **31.1****                        Englishlaw.**  This Agreement shall begoverned by, and construed in accordance with, English law.

## **31.2****                        ExclusiveEnglish jurisdiction.**  Subject toClause 31.3, the courts of England shall have exclusive jurisdiction to settleany disputes which may arise out of or in connection with this Agreement.

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## **31.3****                        Choice offorum for the exclusive benefit of the Creditor Parties.**  Clause 31.2 is for the exclusive benefit ofthe Creditor Parties, each of which reserves the right:

### (a)                                  tocommence proceedings in relation to any matter which arises out of or in connectionwith this Agreement in the courts of any country other than England and whichhave or claim jurisdiction to that matter; and

### (b)                                 tocommence such proceedings in the courts of any such country or countriesconcurrently with or in addition to proceedings in England or withoutcommencing proceedings in England.

The Borrower shall not commence any proceedings in any country otherthan England in relation to a matter which arises out of or in connection withthis Agreement.

## **31.4****                        Processagent.** The Borrower irrevocably appoints Danaos Management Consultants attheir office for the time being, presently at 4 Staple Inn, Holborn, LondonWC1V 7QU, England, to act as its agent to receive and accept on its behalf anyprocess or other document relating to any proceedings in the English courtswhich are connected with this Agreement.

## **31.5****                        CreditorParty rights unaffected.**  Nothing inthis Clause 31 shall exclude or limit any right which any Creditor Party mayhave (whether under the law of any country, an international convention orotherwise) with regard to the bringing of proceedings, the service of process,the recognition or enforcement of a judgment or any similar or related matterin any jurisdiction.

## **31.6****                        Meaning of“proceedings”.**  In this Clause 31, “proceedings”means proceedings of any kind, including an application for a provisional orprotective measure.

**THIS AGREEMENT** has been entered into and amended andrestated on the dates stated at the beginning of this Agreement.

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**SCHEDULE 1**

**LENDERS AND COMMITMENTS**
| Lender and Lending Office                                               | ** ** | **Commitment  (US Dollars)** |
|-------------------------------------------------------------------------|------------|------------------------------|
| ** **                                                              | ** ** | ** **                   |
| HSH Nordbank AG  Gerhart-Hauptmann-Platz 50  20095 Hamburg  Germany     |       | 693,000,000                  |
|                                                                    |       |                         |
| Fax No:+(49) 40  3333 34118                                             |       |                         |
|                                                                    |       |                         |
| Aegean Baltic  Bank S.A.  28 Diligianni Street  145 62 Kifissia  Greece |       | 7,000,000                    |
|                                                                    |       |                         |
| Fax No: +(30  210) 623 4192/3                                           |       |                         |

 

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**SCHEDULE2**

**DRAWDOWNNOTICE**

To:                              AegeanBaltic Bank S.A.

28 Diligianni Street

145 62 Kifissia

Greece

[                  ]200[·]

Attention:                                       LoansAdministration 

**DRAWDOWN NOTICE**

**1****                                        **Werefer to the loan agreement dated [·] 2006 (the “**Loan Agreement**”) and made betweenourselves, as Borrower, the Lenders referred to therein and yourselves as Agentand Security Trustee in connection with revolving credit and term loanfacilities of up to US$700,000,000 in aggregate.  Terms defined in the Loan Agreement havetheir defined meanings when used in this Drawdown Notice.

**2****                                        **Werequest to borrow an Advance under the [Long-Term][Short-Term] RevolvingFacility as follows:

(a)                                  Amount:US$[·];

(b)                                 TheAdvance shall be drawn in [$] or [Optional Currency];                          

(c)                                  DrawdownDate:  [             ] 200[·];

(d)                                 Durationof the first Interest Period shall be [       ] months; and

(e)                                  Paymentinstructions : account in the name of [                  ] and numbered [          ] with [                 ] of [                       ].

**3****                                        **Werepresent and warrant that:

(a)                                  therepresentations and warranties in Clause 11 of the Loan Agreement and in theother Finance Documents would remain true and not misleading if repeated on thedate of this notice with reference to the circumstances now existing;

(b)                                 noEvent of Default or Potential Event of Default has occurred or will result fromthe borrowing of the Advance.

**4****                                        **Thisnotice cannot be revoked without the prior consent of the Majority Lenders.

**5****                                        **Weauthorise you to deduct from the Advance the amount of all fees payablepursuant to Clause 21.1.
|       | [Name of Signatory]     |       |
|------------|-------------------------|------------|
|       |                    |       |
|       | Director                |       |
|       | for and on  behalf of   |       |
| ** ** | **DANAOS  CORPORATION** | ** ** |

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**SCHEDULE3**

**CONDITIONPRECEDENT DOCUMENTS**

**PART A**

The following are the documents referred to in Clause10.1(a) required before the Drawdown Date of the Advance which will be used infully refinancing the Existing Indebtedness.

**1****                                        **Aduly executed original of each of:

### (a)                                  thisAgreement;

### (b)                                 theAgency and Trust Deed;

### (c)                                  theMaster Agreement;  

### (d)                                 theMaster Agreement Assignment;

### (e)                                  theGuarantees to be entered into by the Existing Owners; 

### (f)                                    theMortgages, the Deeds of Covenant, the General Assignments and the CharterpartyAssignments relative to the Existing Ships; and 

### (g)                                 theOwner’s Earnings Account Pledges relative to the Existing Ships or, if theBorrower decides that the Earnings of the Existing Ships are instead to be paidto the Danaos Earnings Account, the Danaos Earnings Account Pledge. 

**2****                                        **Copiesof the certificate of incorporation and constitutional documents of theBorrower and each Existing Owner.

**3****                                        **Copiesof resolutions of the directors of the Borrower and the directors andshareholders of each Existing Owner authorising the execution of each of theFinance Documents to which the Borrower or that Owner is a party and, in thecase of the Borrower, authorising named officers to give the Drawdown Noticesand other notices under this Agreement.

**4****                                        **Theoriginal of any power of attorney under which any Finance Document is executedon behalf of the Borrower or an Existing Owner.

**5****                                        **Copiesof all consents which the Borrower or any Existing Owner requires to enterinto, or make any payment under, any Finance Document.

**6****                                        **Theoriginals of any mandates or other documents required in connection with theopening or operation of each Owner’s Earnings Account relative to an ExistingShip or, as the case may be, the Danaos Earnings Account.

**7****                                        **Evidencesatisfactory to the Agent that each Existing Owner is a direct or indirectwholly-owned subsidiary of the Borrower.

**8****                                        **Documentaryevidence that:

(a)                                  eachExisting Ship is definitively and permanently registered in the name of itsOwner under Greek flag or, in the case of “APL BELGIUM”, Singapore flag and, inthe case of “INDEPENDENCE”, Cypriot flag; 

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(b)                                 eachExisting Ship is in the absolute and unencumbered ownership of its Owner saveas contemplated by the Finance Documents to which that Owner is a party;

(c)                                  eachExisting Ship maintains the highest available class with a classificationsociety which is a member of the IACS as the Agent may approve free of alloverdue recommendations and conditions of such classification society;

(d)                                 eachMortgage relative to an Existing Ship has been duly registered against thatExisting Ship as a valid first preferred mortgage in accordance with the lawsof Greece or, in the case of “APL BELGIUM”, as a valid first priority statutorymortgage in accordance with the laws of Singapore and, in the case of “INDEPENDENCE”,as a valid first priority statutory mortgage in accordance with the laws ofCyprus; and

(e)                                  eachExisting Ship is insured in accordance with the provisions of this Agreementand all requirements therein in respect of such insurances have been complied with.

**9****                                        **Acopy of the Management Agreement and a duly executed original of the Manager’sUndertaking in relation to each Existing Ship.

**10****                                 **Copiesof:

(a)                                  thedocument of compliance (DOC) and safety management certificate (SMC) referredto in paragraph (a) of the definition of the ISM Code Documentation in respectof each Existing Ship and the Approved Manager certified as true and in effectby the Owner of such Existing Ship; and

(b)                                 theISPS Code Documentation in respect of each Existing Ship and the Owner thereofcertified as true and in effect by that Owner.

**11****                                 **Twovaluations (at the cost of the Borrower) of each Existing Ship addressed to theAgent, stated to be for the purpose of this Agreement and dated not earlierthan 6 weeks before the Drawdown Date for the first Advance, each from anApproved Broker (such valuations to be made in accordance with Clause 16.4 or,as the case may be, Clause 16.5).

**12****                                 **Alldocumentation required by each Creditor Party in relation to the Borrower andany Security Party pursuant to that Creditor Party’s “know your customer”requirements.

**13****                                 **Documentaryevidence that the agent for service of process named in Clause 30 has acceptedits appointment.

**14****                                 **Favourablelegal opinions from lawyers appointed by the Agent on such matters concerningthe laws of the Marshall Islands, Liberia, Singapore, Greece, Cyprus and suchother relevant jurisdictions as the Agent may require.

**15****                                 **Afavourable opinion from an independent insurance consultant acceptable to theAgent on such matters relating to the insurances of the Existing Ships as theAgent may require.

**16****                                 **Ifthe Agent so requires, in respect of any of the documents referred to above, acertified English translation prepared by a translator approved by the Agent.

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**PARTB**

The following are the documents referred to in Clause 10.1(b) requiredbefore the Drawdown Date of each Advance which shall be used in part-financingan Approved Ship. 

In Part B of Schedule 3, the following definitions shall have thefollowing meanings:

“**Relevant Advance**” means, in relation toeach Approved Ship, the Advance which shall be used to part-finance theacquisition of such Approved Ship; 

“**Relevant Owner**” means the ApprovedGuarantor which is the buyer of the Relevant Ship; and

“**Relevant Ship**” means, in relation toeach Relevant****Advance, the Approved Ship which is to be financed by suchAdvance.

**1****                                        **Copiesof resolutions of the shareholders and directors of the Relevant Owner and theBorrower authorising the execution of each of the Finance Documents to whichsuch Owner is a party and, in the case of the Borrower, approving the borrowingof the Relevant Advance and authorising named directors or attorneys to givethe Drawdown Notices and other notices under this Agreement and, in the case ofthe Relevant Owner, ratifying the execution of the Approved MOA to which it isa party.

**2****                                        **Theoriginal of any power of attorney under which any Finance Document is executedon behalf of the Relevant Owner.

**3****                                        **Copiesof all consents which the Relevant Owner or the Borrower requires to enterinto, or make any payment under, any Finance Document or the Approved MOA.

**4****                                        **Copiesof the Approved MOA in respect of the Relevant Ship and of all documents issuedby the Relevant Owner and the relevant Approved Seller under or in connectiontherewith.

**5****                                        **The written confirmation of the Agent that theRelevant Ship has been approved by the Lenders as an Approved Ship for thepurposes of this Agreement pursuant to Clause 4.9.

**6****                                        **Aduly executed original of the Guarantee of the Relevant Owner and of theMortgage, the General Assignment, the Owner’s Earnings Account Pledge (only ifthe Earnings of the Relevant Ship are not to be paid to the Danaos EarningsAccount) and, if required by the relevant Approved Flag State, the Deed ofCovenant, relative to the Relevant Ship and of each document to be deliveredpursuant to each such Finance Document.

**7****                                        **Ifapplicable, a duly executed original of the Charterparty Assignment and theBareboat Charter Security Agreement in respect of the Relevant Ship and of eachdocument to be delivered pursuant to each such Finance Document.

**8****                                        **Evidencesatisfactory to the Agent that the Relevant Owner is a direct or indirectwholly-owned subsidiary of the Borrower.

**9****                                        **Theoriginals of any documents required in connection with the opening of the Owner’sEarnings Account in respect of the Relevant Ship (only if the Earnings of theRelevant Ship are not to be paid to the Danaos Earnings Account). 

**10****                                 **Documentary evidence that:

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(a)                                  theRelevant Ship has been unconditionally delivered by the Approved Seller thereofto, and accepted by, the Relevant Owner under the Approved MOA, and the fullpurchase price payable under the MOA (in addition to the part of the purchaseprice to be financed by the Relevant Advance) has been duly paid;

(b)                                 theRelevant Ship is registered in the ownership of the Relevant Owner under anApproved Flag;

(c)                                  theRelevant Ship is in the absolute and unencumbered ownership of the RelevantOwner save as contemplated by the Finance Documents;

(d)                                 theRelevant Ship maintains the highest available class with a classificationsociety which is a member of the IACS as the Agent may approve free of alloverdue recommendations and conditions of such classification society;

(e)                                  theMortgage relating to the Relevant Ship has been duly registered or recordedagainst the Relevant Ship as a valid first priority ship mortgage in accordancewith the laws of the relevant Approved Flag State; and

(f)                                    theRelevant Ship is insured in accordance with the provisions of this Agreementand all requirements therein in respect of insurances have been complied with.

**11****                                 **Acopy of the Management Agreement and duly executed original of the Manager’sUndertaking in relation to the Relevant Ship.

**12****                                 **Copiesof:

(a)                                  thedocument of compliance (DOC) and safety management certificate (SMC) referredto in paragraph (a) of the definition of the ISM Code Documentation in respectof the Relevant Ship and the Approved Manager certified as true and in effectby the Relevant Owner; and

(b)                                 theISPS Code Documentation in respect of the Relevant Ship and the Relevant Ownercertified as true and in effect by the Relevant Owner.

**13****                                 **Suchdocumentary evidence as the Agent and its legal advisers may require inrelation to the due authorisation and execution by the relevant Approved Sellerof the Approved MOA and of all documents to be executed by such Approved Sellerunder the Approved MOA.

**14****                                 **Twovaluations (at the cost of the Borrowers) of the Relevant Ship, addressed tothe Agent, stated to be for the purposes of this Agreement and dated notearlier than 6 weeks before the Drawdown Date relative to the Relevant Advance,each from an Approved Broker (such valuations to be made in accordance withClause 16.4 or, as the case may be, Clause 16.5). 

**15****                                 **Ifrequired by the Lenders, a satisfactory (in the absolute opinion of theLenders) survey report (at the cost of the Borrower) in respect of the RelevantShip, addressed to the Agent, stated to be for the purposes of this Agreementand dated not earlier than 6 weeks before the Drawdown Date relative to theRelevant Advance, from an independent marine surveyor selected by the Lenderswho shall have conducted a physical inspection of the Relevant Ship.

**16****                                 **Atthe cost of the Borrower, a favourable opinion from an independent insuranceconsultant acceptable to the Lenders on such matters relating to the insurancesfor the Relevant Ship as the Agent may require.

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**17****                                 **Favourablelegal opinions from lawyers appointed by the Lender on such matters concerningthe laws of the Approved Flag State and such other relevant jurisdictions asthe Agent may require. 

**18****                                 **Ifthe Agent so requires, in respect of any of the documents referred to above, acertified English translation prepared by a translator approved by the Agent.

**PARTC**

The following are the documents referred to in Clause 10.1(c) requiredbefore the Drawdown Date of each Advance which shall be secured on an ApprovedShip. 

In Part C of Schedule 3, the following definitions shall have thefollowing meanings:

“**Relevant Advance**” means the Advancewhich shall be drawn down on the relevant Drawdown Date; 

“**Relevant Owner**” means the owner of theRelevant Ship; and

“**Relevant Ship**” means, in relation toeach Relevant****Advance, each Approved Ship which is to act as security forsuch Advance.

**1****                                        **Copiesof resolutions of the shareholders and directors of each Relevant Owner and theBorrower authorising the execution of each of the Finance Documents to whichsuch Owner is a party and, in the case of the Borrower, approving the borrowingof the Relevant Advance and authorising named directors or attorneys to givethe Drawdown Notices and other notices under this Agreement.

**2****                                        **Theoriginal of any power of attorney under which any Finance Document is executedon behalf of the Relevant Owner.

**3****                                        **Copiesof all consents which each Relevant Owner or the Borrower requires to enterinto, or make any payment under, any Finance Document.

**4****                                        **The written confirmation of the Agent that eachRelevant Ship has been approved by the Lenders as an Approved Ship for the purposesof this Agreement pursuant to Clause 4.9.

**5****                                        **Aduly executed original of the Guarantee of each Relevant Owner and of theMortgage, the General Assignment, the Owner’s Earnings Account Pledge (only ifthe Earnings of the Relevant Ship are not to be paid to the Danaos EarningsAccount) and, if required by the relevant Approved Flag State, the Deed ofCovenant, relative to each Relevant Ship and of each document to be deliveredpursuant to each such Finance Document.

**6****                                        **Ifapplicable, a duly executed original of the Charterparty Assignment and theBareboat Charter Security Agreement in respect of each Relevant Ship and ofeach document to be delivered pursuant to each such Finance Document.

**7****                                        **Evidencesatisfactory to the Agent that each Relevant Owner is a direct or indirectwholly-owned subsidiary of the Borrower.

**8****                                        **Theoriginals of any documents required in connection with the opening of theDanaos Earnings Account in respect of each Relevant Ship (only if the Earningsof the Relevant Ship are not to be paid to the Danaos Earnings Account). 

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**9****                                        **Documentary evidence that:

(a)                                  eachRelevant Ship is registered in the ownership of the Relevant Owner under anApproved Flag;

(b)                                 eachRelevant Ship is in the absolute and unencumbered ownership of the Relevant Ownersave as contemplated by the Finance Documents;

(c)                                  eachRelevant Ship maintains the highest available class with a classificationsociety which is a member of the IACS as the Agent may approve free of alloverdue recommendations and conditions of such classification society;

(d)                                 theMortgage relating to each Relevant Ship has been duly registered or recordedagainst the Relevant Ship as a valid first priority ship mortgage in accordancewith the laws of the relevant Approved Flag State; and

(e)                                  eachRelevant Ship is insured in accordance with the provisions of this Agreementand all requirements therein in respect of insurances have been complied with.

**10****                                 **Acopy of the Management Agreement and duly executed original of the Manager’sUndertaking in relation to each Relevant Ship.

**11****                                 **Copiesof:

(a)                                  thedocument of compliance (DOC) and safety management certificate (SMC) referredto in paragraph (a) of the definition of the ISM Code Documentation in respectof each Relevant Ship and the Approved Manager certified as true and in effectby the Relevant Owner; and

(b)                                 theISPS Code Documentation in respect of each Relevant Ship and each RelevantOwner certified as true and in effect by each Relevant Owner.

**12****                                 **Twovaluations (at the cost of the Borrowers) of each Relevant Ship, addressed tothe Agent, stated to be for the purposes of this Agreement and dated notearlier than 6 weeks before the Drawdown Date relative to the Relevant Advance,each from an Approved Broker (such valuations to be made in accordance withClause 16.4 or, as the case may be, Clause 16.5). 

**13****                                 **Ifrequired by the Lenders, a satisfactory (in the absolute opinion of theLenders) survey report (at the cost of the Borrower) in respect of eachRelevant Ship, addressed to the Agent, stated to be for the purposes of thisAgreement and dated not earlier than 6 weeks before the Drawdown Date relativeto the Relevant Advance, from an independent marine surveyor selected by theLenders who shall have conducted a physical inspection of the Relevant Ship.

**14****                                 **Atthe cost of the Borrower, a favourable opinion from an independent insuranceconsultant acceptable to the Lenders on such matters relating to the insurancesfor each Relevant Ship as the Agent may require.

**15****                                 **Favourablelegal opinions from lawyers appointed by the Lender on such matters concerningthe laws of the Approved Flag State and such other relevant jurisdictions asthe Agent may require. 

**16****                                 **Ifthe Agent so requires, in respect of any of the documents referred to above, acertified English translation prepared by a translator approved by the Agent.

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Every copy documentdelivered under this Schedule shall be certified as a true and up to date copyby a director or the secretary of the Borrower.

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**SCHEDULE4**

**TRANSFERCERTIFICATE**

**The Transferor and the Transfereeaccept exclusive responsibility for ensuring that this Certificate and thetransaction to which it relates comply with all legal and regulatoryrequirements applicable to them respectively.**

To:                              **AEGEAN BALTIC BANK S.A.** for itself and for and on behalf ofthe Borrower, each Security Party, the Security Trustee, and each Lender, asdefined in the Loan Agreement referred to below.

[                  ], 20[  ]

**1****                                        **ThisCertificate relates to a Loan Agreement dated [·]2006 (the “**Agreement**”) and made between (1)Danaos Corporation (the “**Borrower**”),(2) the banks and financial institutions listed in Schedule 1 as Lenders, (3)HSH Nordbank AG as Swap Bank, (4) HSH Nordbank AG and Aegean Baltic Bank S.A.as Arrangers, (5) Aegean Baltic Bank S.A. as Agent and Security Trustee forrevolving credit and term loan facilities of up to $700,000,000 inaggregate.  

**2****                                        **Inthis Certificate, terms defined in the Agreement shall, unless the contraryintention appears, have the same meanings when used in this Certificate and inaddition:

“**Relevant Parties**” means the Agent, theArrangers, the Borrower, each Security Party, the Security Trustee and eachLender;

“**Transferor**” means [full name] of[lending office];

“**Transferee**” means [full name] of[lending office].

**3****                                        **Theeffective date of this Certificate is [·],**provided that** this Certificateshall not come into effect unless it is signed by the Agent on or before thatdate.

**4****                                        **TheTransferor assigns to the Transferee absolutely and without recourse all rightsand interests (present, future or contingent) which the Transferor has asLender under or by virtue of the Agreement and every other Finance Document inrelation to [·] per cent. of its Contribution, which amounts to$[·].

**5****                                        **Byvirtue of this Certificate and Clause 27 of the Agreement, the Transferor isdischarged [entirely from its Commitment which amounts to $[·]][from [·] per cent. of its Commitment which percentagerepresents $[·]]. 

**6****                                        **TheTransferee undertakes with the Transferor and each of the Relevant Parties thatthe Transferee will observe and perform all the obligations under the FinanceDocuments which Clause 27 of the Agreement provides will become binding on itupon this Certificate taking effect.

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**7****                                        **TheAgent, at the request of the Transferee (which request is hereby made) accepts,for the Agent itself and for and on behalf of every other Relevant Party, thisCertificate as a Transfer Certificate taking effect in accordance with Clause27 of the Agreement.

**8****                                        **TheTransferor:

(a)                                  warrantsto the Transferee and each Relevant Party:

(i)                                     thatthe Transferor has full capacity to enter into this transaction and has takenall corporate action and obtained all consents which it needs in connectionwith this transaction; and

(ii)                                  thatthis Certificate is valid and binding as regards the Transferor;

(b)                                 warrantsto the Transferee that the Transferor is absolutely entitled, free ofencumbrances, to all the rights and interests covered by the assignment inparagraph 4 above; and

(c)                                  undertakeswith the Transferee that the Transferor will, at its own expense, execute anydocuments which the Transferee reasonably requests for perfecting in anyrelevant jurisdiction the Transferee’s title under this Certificate or for asimilar purpose.

**9****                                        **TheTransferee:

(a)                                  confirmsthat it has received a copy of the Agreement and of each other Finance Document;

(b)                                 agreesthat it will have no rights of recourse on any ground against either theTransferor, the Agent, the Security Trustee, any of the Arrangers or any Lenderin the event that:

(i)                                     anyFinance Document proves to be invalid or ineffective;

(ii)                                  theBorrower or any Security Party fails to observe or perform its obligations, orto discharge its liabilities, under any Finance Document; or

(iii)                               itproves impossible to realise any asset covered by a Security Interest createdby a Finance Document or the proceeds of such assets are insufficient todischarge the liabilities of the Borrower or any Security Party under theFinance Documents; 

(c)                                  agreesthat it will have no rights of recourse on any ground against the Agent, theSecurity Trustee, the Arrangers or any Lender in the event that thisCertificate proves to be invalid or ineffective; 

(d)                                 warrantsto the Transferor and each Relevant Party:

(i)                                     thatit has full capacity to enter into this transaction and has taken all corporateaction and obtained all consents which it needs to take or obtain in connectionwith this transaction; and

(ii)                                  thatthis Certificate is valid and binding as regards the Transferee; and

(e)                                  confirmsthe accuracy of the administrative details set out below regarding theTransferee.

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**10****                                 **TheTransferor and the Transferee each undertake with the Agent and the SecurityTrustee severally, on demand, fully to indemnify the Agent and/or the SecurityTrustee in respect of any claim, proceeding, liability or expense (includingall legal expenses) which they or either of them may incur in connection withthis Certificate or any matter arising out of it, except such as are shown tohave been mainly and directly caused by the gross and culpable negligence ordishonesty of the Agent’s or the Security Trustee’s own officers or employees.

**11****                                 **TheTransferee shall repay to the Transferor on demand so much of any sum paid bythe Transferor under paragraph 10 above as exceeds one-half of the amountdemanded by the Agent or the Security Trustee in respect of a claim,proceeding, liability or expense which was not reasonably foreseeable at thedate of this Certificate; but nothing in this paragraph shall affect theliability of each of the Transferor and the Transferee to the Agent or theSecurity Trustee for the full amount demanded by it.

**12****                                 **ThisCertificate shall be governed by, and construed in accordance with, Englishlaw.
| [Name of Transferor] |   | [Name of Transferee] |
|----------------------|--------|----------------------|
|                 |   |                 |
| By:                  |   | By:                  |
|                 |   |                 |
| Date:                |   | Date:                |
|                 |   |                 |
| **Agent**            |   |                 |

 

Signed for itself and for and on behalf of itselfas Agent and for every other Relevant Party

 

[Name of Agent]

By:

Date:

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**Administrative Details of Transferee**

Name of Transferee:

Lending Office:

Contact Person

(Loan AdministrationDepartment):

Telephone:

Telex:

Fax:

Contact Person

(Credit AdministrationDepartment):

Telephone:

Telex:

Fax:

Account for payments:
| **NOTE:** |   | THIS TRANSFER CERTIFICATE ALONE MAY NOT BE  SUFFICIENT TO TRANSFER A PROPORTIONATE SHARE OF THE TRANSFEROR’S INTEREST IN  THE SECURITY CONSTITUTED BY THE FINANCE DOCUMENTS IN THE TRANSFEROR’S OR  TRANSFEREE’S JURISDICTION OR IN THE JURISDICTION OF THE LAW WHICH GOVERNS A  PARTICULAR SECURITY INTEREST. IT IS THE RESPONSIBILITY OF EACH LENDER TO  ASCERTAIN WHETHER ANY OTHER DOCUMENTS ARE REQUIRED FOR THIS PURPOSE. |
|-----------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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**SCHEDULE5**

**DESIGNATIONNOTICE**

To:                              AegeanBaltic Bank S.A.

28 Diligianni Street

145 62 Kifissia

Greece

[·]

Dear Sirs

**Loan Agreement dated [**·**] 2006made between (inter alia) (i) ourselves as Borrower, (ii) the Lenders, (iii)yourselves as Agent and Security Trustee and (iv) HSH Nordbank AG as Swap Bankin respect of revolving credit and term loan facilities of up to US$700,000,000in aggregate (the “Loan Agreement”)**

We refer to:

**1****                                        **theLoan Agreement;

**2****                                        **theMaster Agreement dated [·] made betweenourselves and HSH Nordbank AG; and

**3****                                        **aConfirmation delivered pursuant to the said Master Agreement dated [·]and addressed by HSH Nordbank AG to us.

In accordance with the terms of the Loan Agreement, wehereby give you notice of the said Confirmation and hereby confirm that theTransaction evidenced by it will be designated as a “Designated Transaction”for the purposes of the Loan Agreement and the Finance Documents.
| Yours faithfully,      |
|------------------------|
|                   |
|                   |
|                   |   |
| for and on behalf of   |
| **DANAOS CORPORATION** |

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**SCHEDULE6**

**FORMOF COMPLIANCE CERTIFICATE**

To:                              AegeanBaltic Bank S.A.

28 Diligianni Street

145 62 Kifissia

Greece

 [·]200[·]

Dear Sirs,

We refer to a loan agreement[·] 2006 (the “**LoanAgreement**”) made between (amongst others) yourselves and ourselvesin relation to revolving credit and term facilities of up to $700,00000 inaggregate.

Words and expressionsdefined in the Loan Agreement shall have the same meaning when used in thiscompliance certificate.

We enclose with thiscertificate a copy of the [audited]/[unaudited] consolidated accounts for theBorrower’s Group for the [Financial Year] [6-month period] ended [·].  The accounts (i) have been prepared in accordancewith all applicable laws and USGAAP all consistently applied, (ii) give a trueand fair view of the state of affairs of the Borrower’s Group at the date ofthe 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’sGroup.

We also enclose copies ofthe valuations of all the Fleet Vessels which were used in calculating theMarket Value Adjusted Total Assets of the Borrower’s Group as at [·].

The Borrower representsthat no Event of Default or Potential Event of Default has occurred as at thedate of this certificate [except for the following matter or event [*set out all material details of matter or event*]].  In addition as of [·],the Borrower confirms compliance with the financial covenants set out in Clause13.4 of the Loan Agreement for the 6 months ending as of the date to which theenclosed accounts are prepared.

Wenow certify that, as at [·]:

(a)                                  theratio of Total Liabilities (after deducting all Cash and Cash Equivalents) toMarket Value Adjusted Total Assets (after deducting all Cash and CashEquivalents) is [·]:[·];

(b)                                 theaggregate of all Cash and Cash Equivalents is $[·];

(c)                                  theInterest Coverage Ratio is [·]:[·];and 

(d)                                 theMarket Value Adjusted Net Worth is $[·] and the Book NetWorth is $[·]. 

This certificate shall begoverned by, and construed in accordance with, English law.
|                           |   |
|--------------------------------|--------|
| [·]                       |
| **Chief Financial Officer of** |
| **Danaos Corporation**         |

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**EXECUTIONPAGE**
| **THE BORROWER**                       | ** **                         |
|----------------------------------------|------------------------------------|
| ** **                             | ** **                         |
| **SIGNED**by John Coustas              | ) /s/ John Coustas            |
| for and on behalf of                   | )                                  |
| **DANAOS CORPORATION**                 | )                                  |
| ** **                             | ** **                         |
| ** **                             | ** **                         |
| **THE LENDERS**                        | ** **                         |
| ** **                             | ** **                         |
| **SIGNED**by D. Daispynes  Althinides  | ) /s/ D. Daispynes Althinides |
| for and on behalf of                   | )                                  |
| **AEGEAN BALTIC BANK S.A.**            | )                                  |
| ** **                             | ** **                         |
| ** **                             | ** **                         |
| **SIGNED** by G. Paleokrasas           | ) /s/ G. Paleokrasas          |
| for and on behalf of                   | )                                  |
| **HSH NORDBANK AG**                    | )                                  |
| ** **                             | ** **                         |
| ** **                             | ** **                         |
| **SWAP BANK**                          | ** **                         |
| ** **                             | ** **                         |
| ** **                             | ** **                         |
| **SIGNED** by G. Paleokrasas           | ) /s/ G. Paleokrasas          |
| for and on behalf of                   | )                                  |
| **HSH NORDBANK AG**                    | )                                  |
| ** **                             | ** **                         |
| ** **                             | ** **                         |
| **THE ARRANGERS**                      | ** **                         |
| ** **                             | ** **                         |
| ** **                             | ** **                         |
| **SIGNED** by D. Daispynes  Althinides | ) /s/ D. Daispynes Althinides |
| for and on behalf of                   | )                                  |
| **AEGEAN BALTIC BANK S.A.**            | )                                  |

 

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| **SIGNED** by G. Paleokrasas                                                                                    | ) /s/ G. Paleokrasas          |
|-----------------------------------------------------------------------------------------------------------------|------------------------------------|
| for and on behalf of                                                                                            | )                                  |
| **HSH NORDBANK AG**                                                                                             | )                                  |
| ** **                                                                                                      | ** **                         |
| ** **                                                                                                      | ** **                         |
| **THE AGENT AND THE SECURITY TRUSTEE**                                                                          |
| ** **                                                                                                      | ** **                         |
| ** **                                                                                                      | ** **                         |
| **SIGNED** by D. Daispynes  Althinides                                                                          | ) /s/ D. Daispynes Althinides |
| for and on behalf of                                                                                            | )                                  |
| **AEGEAN BALTIC BANK S.A.**                                                                                     | )                                  |
| ** **                                                                                                      |                               |
| ** **                                                                                                      |                               |
| **Witness to the above**                                                                                        | )                                  |
| **signatures:**                                                                                                 | )                                  |
| ** **                                                                                                      |                               |
| Name: Hatzmichalis                                                                                              |  /s/ illegible                |
| ** **                                                                                                      |                               |
| Address: 2 Defteras Merarchias                                                                                  |                               |
|                Piraeus  18536 Greece |                               |

 

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