Exhibit 4.38


Dated 28 September 2015


MONTE CARLO 37 SHIPPING COMPANY LIMITED and


MONTE CARLO 39 SHIPPING COMPANY LIMITED


as joint and several Borrowers












and












TOP SHIPS INC.


as Corporate Guarantor












and












THE BANKS AND FINANCIAL INSTITUTIONS


listed in Schedule 1


as Lenders












and












ABN AMRO BANK N.V.


as Swap Bank, Arranger, Agent, Underwriter


and Security Trustee

















AMENDING AND RESTATING AGREEMENT







relating to a facility of (originally) up to US$42,000,000


secured on two Medium Range product tankers of approximately 39,000 metric tons deadweight


named "ECO FLEET" and ''ECO REVOLUTION''


























 


Index


















	
Clause

	
Page


	 	 	 
	
1

	
Interpretation

	
1


	
2

	
Agreement of the Lender

	
2


	
3

	
Conditions Precedent

	
2


	
4

	
Representations and Warranties

	
4


	
5

	
Amendment and Restatement of Loan Agreement and Other Finance Documents

	
4


	
6

	
Further Assurances

	
5


	
7

	
Fees and Expenses

	
5


	
8

	
Communications

	
6


	
9

	
Supplemental

	
6


	
10

	
Law and Jurisdiction

	
6


	
Execution Pages

	
8


	
     Appendix  Form of Amended and Restated Loan Agreement

	
14






















































THIS AMENDING AND RESTATING AGREEMENT is made on 28 September 2015


BETWEEN



	(1)	MONTE CARLO 37 SHIPPING COMPANY LIMITED and MONTE CARLO 39 SHIPPING COMPANY LIMITED each a corporation incorporated in The Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH 96960, Marshall Islands (together, the "Borrowers");






	(2)	TOP SHIPS INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands, MH96960 (the "Corporate Guarantor");






	(3)	THE BANKS AND FINANCIAL INSTITUTIONS  listed in Schedule 1 (the "Lenders");






	(4)	ABN AMRO BANK N.V., as Agent;






	(5)	ABN AMRO BANK N.V., as Arranger;






	(6)	ABN AMRO BANK N.V., as Underwriter;






	(7)	ABN AMRO BANK N.V., as Security Trustee; and






	(8)	ABN AMRO BANK N.V, as Swap Bank.





BACKGROUND



	(A)	By a loan agreement dated 9 July 2015 (the "Loan Agreement") and made between (i) the Borrowers, (ii) the Lenders, (iii) the Swap Bank, (iv) the Agent, (v) the Arranger, (vi) the Underwriter and (vii) the Security Trustee, the Lenders agreed to make available to the Borrowers a secured term loan facility of (originally) up to US$42,000,000, of which US$21,000,000 is outstanding at the date of this Agreement.






	(B)	The Borrowers have requested that the Lenders consent to:






		(i)	the increase of the amount of each Tranche by $1,200,000 so that each Tranche shall not exceed the lesser of (i) $US22,200,000 and (ii) 65 per cent. of the Fair Market Value (as defined in the Amended and Restated Loan Agreement) of the Ship being financed by that Tranche;






		(ii)	the amendment of the repayment provisions contained in clauses 8.1 and 8.2 of the Loan Agreement;






		(iii)	any consequential amendments to be made to the Finance Documents (the "Consequential Amendments" and, together with the amendments set out in paragraphs (i) to (iii) (above,  the "Amendments").






	(C)	This Agreement sets out the terms and conditions on which the Lenders and the other Creditor Parties agree, with effect on and from the Effective Date, to the request of the Borrowers and the other Security Parties to consent to the Amendments.





IT IS AGREED as follows:



	1	INTERPRETATION






	1.1	Defined expressions
























Words and expressions defined in the Loan Agreement and the other Finance Documents shall have the same meanings when used in this Agreement unless the context otherwise requires.



	1.2	Definitions





In this Agreement, unless the contrary intention appears:


"Amended and Restated Loan Agreement" means the Loan Agreement as amended and restated by this Agreement in the form set out in the Appendix;


 "Effective Date" means the date on which the conditions precedent in Clause 3 are satisfied;


"Mortgage Addendum"  means, in respect of the Mortgage over the Vessel, a first addendum thereto to be executed by the Owner and the Security Trustee in the Agreed Form;


"Owner" means Monte Carlo 37 Shipping Company Limited of the Marshall Islands and with registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH 96960, Marshall Islands;


"Vessel" means the 39,000 metric tons deadweight Medium Range product tanker registered in the ownership of the Owner under the flag of the Marshall Islands with the name "ECO FLEET".



	1.3	Application of construction and interpretation provisions of Loan Agreement





Clauses 1.2 through 1.5 (inclusive) of the Loan Agreement apply, with any necessary modifications, to this Agreement.



	2	AGREEMENT OF THE LENDERS






	2.1	Agreement of the Lenders





The Lenders and the other Creditor Parties, subject to and upon the terms and conditions of this Agreement, (including, but not limited to, satisfaction of the terms of Clause 3), hereby agree to enter into this Agreement with the Borrowers and the Corporate Guarantor and, with effect from the Effective Date, consent to the Amendments.



	2.2	Agreement of the Borrower and the Corporate Guarantor





The Borrower and the Corporate Guarantor agree and confirm that, save as amended pursuant to this Agreement, the Loan Agreement and the other Finance Documents shall remain in full force and effect and the Borrowers and the Corporate Guarantor shall remain liable under the Loan Agreement and the other Finance Documents to which they are a party and for all obligations and liabilities assumed by the Borrowers and the Corporate Guarantor thereunder.



	2.3	Effective Date





The agreement of the Lenders and the other Creditor Parties contained in Clause 2.1 shall have effect on and from the Effective Date.



	3	CONDITIONS PRECEDENT






	3.1	General






2




















The agreement of the Lenders and the other Creditor Parties contained in Clause 2.1 is subject to the fulfilment of the conditions precedent in Clause 3.2.



	3.2	Conditions precedent





The conditions referred to in Clause 3.1 are that the Agent shall have received the following documents and evidence in all respects in form and substance satisfactory to the Agent and its lawyers:



	(a)	copies of all documents which contain or establish to the constitution of each Borrower and the Corporate Guarantor or a secretary's certificate confirming that there have been no changes or amendments to the constitutional documents certified copies of which were previously delivered to the Agent pursuant to the Loan Agreement;






	(b)	copies of resolutions of the board of directors and shareholders of the Borrowers and the Corporate Guarantor approving the execution of this Agreement and the Mortgage Addendum to which each is a party;






	(c)	originals of any power of attorney of the Borrowers and the Corporate Guarantor under which this Agreement and the Mortgage Addendum are executed;






	(d)	copies of a certificate of incumbency in respect of each of the Technical Manager and the Commercial Manager confirming the names of their respective directors;






	(e)	evidence satisfactory to the Agent that the Borrowers, the Corporate Guarantor, the Technical Manager and the Commercial Manager are currently existing in goodstanding in the relevant jurisdiction of their incorporation;






	(f)	an original of this Agreement duly executed by the parties to it and countersigned by the Security Parties mentioned therein;






	(g)	an original of the Mortgage Addendum duly executed by the Owner and the Security Trustee and documentary evidence that the Mortgage Addendum has been duly registered according to the laws of the Marshall Islands;






	(h)	favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the Marshall Islands and such other relevant jurisdiction as the Agent may require;






	(i)	evidence that the agent referred to in clause 31.4 of the Loan Agreement has accepted its appointment as agent for service of process under this Agreement;






	(j)	evidence that the provisions of clause 9.1(d) of the Loan Agreement, as amended and restated by this Agreement and updated with appropriate modifications to refer to this Agreement, are complied with both as at the date of this Agreement and the Effective Date; and






	(k)	any further opinions, consents, agreements and documents in connection with this Agreement and the Mortgage Addendum which the Agent may request by notice to the Security Parties prior to the Effective Date.





Each of the documents specified in paragraphs (a), (b), (d) and (e) of this Clause 3.2 and every other copy document delivered under this Clause shall be certified as a true and up to date copy by a director or the secretary (or equivalent officer) of the Borrowers or the Corporate Guarantor.



3





















	4	REPRESENTATIONS AND WARRANTIES






	4.1	Repetition of Loan Agreement representations and warranties





Notwithstanding clause 10.24 of the Loan Agreement, the Borrowers represent and warrant to the Lenders and the other Creditor Parties that the representations and warranties in clause 10 of the Loan Agreement, as amended and restated by this Agreement and updated with appropriate modifications to refer to this Agreement, remain true and not misleading if repeated on the date of this Agreement with reference to the circumstances now existing.



	4.2	Repetition of Finance Document representations and warranties





The Borrowers and the Corporate Guarantor represent and warrant to the Lenders and the other Creditor Parties that the representations and warranties in the Finance Documents (other than the Loan Agreement) to which each of them is a party, as amended and restated by this Agreement and updated with appropriate modifications to refer to this Agreement, remain true and not misleading if repeated on the date of this Agreement with reference to the circumstances now existing.



	5	AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS






	5.1	Amendments to Loan Agreement





With effect on and from the Effective Date, the Loan Agreement shall be, and shall be deemed by this Agreement to have been amended and restated in the form of the Amended and Restated Loan Agreement, other than in respect of any provisions therein which refer to the Loan Agreement prior to its amendment and restatement; and, as so amended and restated, the Loan Agreement shall continue to be binding on each of the parties to it in accordance with its terms as so amended and restated.



	5.2	Amendments to Finance Documents





With effect on and from the Effective Date, each of the Finance Documents other than the Loan Agreement, shall be, and shall be deemed by this Agreement to have been, amended as follows:



	(a)	the definition of, and references throughout each of the Finance Documents to, the Loan Agreement and any of the other Finance Documents shall be construed as if the same referred to the Loan Agreement and those Finance Documents as amended and restated or supplemented by this Agreement, other than in respect of any provisions therein which refer to the Loan Agreement prior to its amendment and restatement; and






	(b)	by construing references throughout each of the Finance Documents to "this Agreement", "this Deed", "hereunder" and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement.






	5.3	Finance Documents to remain in full force and effect





The Finance Documents and any security given pursuant to such Finance Documents shall remain in full force and effect and shall cover all liabilities arising under the Finance Documents, as amended by:



	(a)	the amendments contained or referred to in Clauses 5.1 and 5.2; and






	(b)	such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.






4





















	6	FURTHER ASSURANCES






	6.1	Borrowers' and Corporate Guarantor's obligation to execute further documents etc.





The Borrowers and the Corporate Guarantor shall:



	(a)	execute and deliver to the Agent (or as it may direct) any assignment, mortgage, power of attorney, proxy or other document, governed by the law of England or such other country as the Agent may, in any particular case, specify;






	(b)	effect any registration or notarisation, give any notice or take any other step;





which the Agent may, by notice to the Borrowers and the Corporate Guarantor, specify for any of the purposes described in Clause 6.2 or for any similar or related purpose.



	6.2	Purposes of further assurances





Those purposes are:



	(a)	validly and effectively to create any Security Interest or right of any kind which the Creditor Parties intended should be created by or pursuant to the Loan Agreement or any other Finance Document, each as amended and restated or supplemented by this Agreement; and






	(b)	implementing the terms and provisions of this Agreement.






	6.3	Terms of further assurances





The Agent may specify the terms of any document to be executed by the Borrowers or the Corporate Guarantor under Clause 6.1, and those terms may include any covenants, powers and provisions which the Agent considers appropriate to protect its interests.



	6.4	Obligation to comply with notice





The Borrowers or the Corporate Guarantor shall comply with a notice under Clause 6.1 by the date specified in the notice.



	6.5	Additional corporate action





At the same time as the Borrowers or the Corporate Guarantor deliver to the Agent any document executed under Clause 6.1(a), the Borrowers or the Corporate Guarantor shall also deliver to the Agent a certificate signed by 2 of the Borrowers' or the Corporate Guarantor's directors which shall:



	(a)	set out the text of a resolution of the Borrowers' or the Corporate Guarantor's directors specifically authorising the execution of the document specified by the Agent; and






	(b)	state that either the resolution was duly passed at a meeting of the directors validly convened and held throughout which a quorum of directors entitled to vote on the resolution was present or that the resolution has been signed by all the directors and is valid under the Borrowers' or the Corporate Guarantor's articles of association or other constitutional documents.






	7	FEES AND EXPENSES






	7.1	Fees and expenses





The Borrowers and/or the Corporate Guarantor shall reimburse the Agent on demand all costs, fees and expenses (including, but not limited to, legal fees and expenses) and taxes



5















thereon incurred by the Agent or any other Creditor Party in connection with the negotiation, preparation and execution of each of this Agreement or the Mortgage Addendum.



	8	COMMUNICATIONS






	8.1	General





The provisions of clause 28 (Notices) of the Loan Agreement, as amended and restated by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.



	9	SUPPLEMENTAL






	9.1	Counterparts





This Agreement may be executed in any number of counterparts.



	9.2	Third party rights





A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.



	10	LAW AND JURISDICTION






	10.1	Governing law





This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.



	10.2	Incorporation of the Loan Agreement provisions





The provisions of clause 31 (Law and Jurisdiction) of the Loan Agreement, as amended and restated by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.


 



6












  


This Amending and Restating Agreement has been duly executed as a Deed on the date stated at the beginning of this Agreement.


 



7












  







SCHEDULE 1





 LENDERS AND COMMITMENTS







	
Lender

	
Lending Office

	
Commitment

 (US Dollars)


	
ABN AMRO BANK N.V.

	
c/o Loan Administrator – Transportation Clients


93 Coolsingel


3012 AE Rotterdam


The Netherlands


 

	
44,400,000











8















EXECUTION PAGES


 



	
BORROWERS

	 
	 	 
	
EXECUTED and DELIVERED

	
)


	
as a DEED by

	
)


	
/s/ Evangelos Ikonomou

	
)


	
Evangelos Ikonomou

	
)


	
for and on behalf of

	
)


	
MONTE CARLO 37 SHIPPING

	
)


	
COMPANY LIMITED

	
)


	 	 
	
/s/ Vassiliki Georgopoulos

	 
	
Vassiliki Georgopoulos

	 
	
Solicitor

	 
	
Watson Farley & Williams

	 
	
348 Syngrou Avenue

	 
	
176 74 Kallithea

	 
	
Athens – Greece

	 
	 	 
	 	 
	
EXECUTED and DELIVERED

	
)


	
as a DEED by

	
)


	
/s/ Evangelos Ikonomou

	
)


	
Evangelos Ikonomou

	
)


	
for and on behalf of

	
)


	
MONTE CARLO 39 SHIPPING

	
)


	
COMPANY LIMITED

	
)


	 	 
	
/s/ Vassiliki Georgopoulos

	
)


	
Vassiliki Georgopoulos

	
)


	
Solicitor

	
)


	
Watson Farley & Williams

	
)


	
348 Syngrou Avenue

	
)


	
176 74 Kallithea

	
)


	
Athens – Greece

	
)


	 	 
	
CORPORATE GUARANTOR

	 
	 	 
	
EXECUTED and DELIVERED

	
)


	
as a DEED by

	
)


	
/s/ Evangelos Ikonomou

	
)


	
Evangelos Ikonomou

	
)


	
for and on behalf of

	
)


	
TOP SHIPS INC.

	
)


	 	 
	
/s/ Vassiliki Georgopoulos

	 
	
Vassiliki Georgopoulos

	 
	
Solicitor

	 
	
Watson Farley & Williams

	 
	
348 Syngrou Avenue

	 
	
176 74 Kallithea

	 
	
Athens – Greece

	 





 


 








9










 


 



	
LENDERS

	 
	 	 
	
EXECUTED and DELIVERED

	
)


	
as a DEED by

	
)


	
/s/ Georgia Theologidou

	
)


	
Georgia Theologidou

	
)


	
for and on behalf of

	
)


	
ABN AMRO BANK N.V.

	
)


	 	 
	
/s/ Vassiliki Georgopoulos

	 
	
Vassiliki Georgopoulos

	 
	
Solicitor

	 
	
Watson Farley & Williams

	 
	
348 Syngrou Avenue

	 
	
176 74 Kallithea

	 
	
Athens – Greece

	 
	 	 
	
SWAP BANK

	 
	 	 
	
EXECUTED and DELIVERED

	
)


	
as a DEED by

	
)


	
/s/ Georgia Theologidou

	
)


	
Georgia Theologidou

	
)


	
for and on behalf of

	
)


	
ABN AMRO BANK N.V.

	
)


	 	 
	
/s/ Vassiliki Georgopoulos

	 
	
Vassiliki Georgopoulos

	 
	
Solicitor

	 
	
Watson Farley & Williams

	 
	
348 Syngrou Avenue

	 
	
176 74 Kallithea

	 
	
Athens – Greece

	 
	 	 
	
ARRANGER

	 
	 	 
	
EXECUTED and DELIVERED

	
)


	
as a DEED by

	
)


	
/s/ Georgia Theologidou

	
)


	
Georgia Theologidou

	
)


	
for and on behalf of

	
)


	
ABN AMRO BANK N.V.

	
)


	 	 
	
/s/ Vassiliki Georgopoulos

	 
	
Vassiliki Georgopoulos

	 
	
Solicitor

	 
	
Watson Farley & Williams

	 
	
348 Syngrou Avenue

	 
	
176 74 Kallithea

	 
	
Athens – Greece

	 
	 	 





 




  



10










 



	 	 
	
UNDERWRITER

	 
	 	 
	
EXECUTED and DELIVERED

	
)


	
as a DEED by

	
)


	
/s/ Georgia Theologidou

	
)


	
Georgia Theologidou

	
)


	
for and on behalf of

	
)


	
ABN AMRO BANK N.V.

	
)


	 	 
	
/s/ Vassiliki Georgopoulos

	 
	
Vassiliki Georgopoulos

	 
	
Solicitor

	 
	
Watson Farley & Williams

	 
	
348 Syngrou Avenue

	 
	
176 74 Kallithea

	 
	
Athens – Greece

	 
	 	 
	
AGENT

	 
	 	 
	
EXECUTED and DELIVERED

	
)


	
as a DEED by

	
)


	
/s/ Georgia Theologidou

	
)


	
Georgia Theologidou

	
)


	
for and on behalf of

	
)


	
ABN AMRO BANK N.V.

	
)


	 	 
	
/s/ Vassiliki Georgopoulos

	 
	
Vassiliki Georgopoulos

	 
	
Solicitor

	 
	
Watson Farley & Williams

	 
	
348 Syngrou Avenue

	 
	
176 74 Kallithea

	 
	
Athens – Greece

	 
	 	 
	
SECURITY TRUSTEE

	 
	 	 
	
EXECUTED and DELIVERED

	
)


	
as a DEED by

	
)


	
/s/ Georgia Theologidou

	
)


	
Georgia Theologidou

	
)


	
for and on behalf of

	
)


	
ABN AMRO BANK N.V.

	
)


	 	 
	
/s/ Vassiliki Georgopoulos

	 
	
Vassiliki Georgopoulos

	 
	
Solicitor

	 
	
Watson Farley & Williams

	 
	
348 Syngrou Avenue

	 
	
176 74 Kallithea

	 
	
Athens – Greece

	 
	 	 
	
Witness to all the

	
)


	
above signatories

	
)


	 	 
	
Name:

	 
	
Address:

	 





 




  



11















COUNTERSIGNED this 28 September 2015 for and on behalf of the following company which by its execution hereof confirms and acknowledges that it has read and understood the terms and conditions of the above Amending and Restating Agreement, that it agrees in all respects to the same and that the Finance Documents to which it is a party shall remain in full force and effect and shall continue to stand as security for the obligations of the Borrowers under the Loan Agreement, the Master Agreement and the other Finance Documents (each as amended and supplemented by the Amending and Restating Agreement).


 


 



	
/s/ Stylianos Giamanis

	 
	
Stylianos Giamanis

	 
	 	 
	
for and on behalf of

	 
	
CENTRAL MARE INC.

	 


































12















COUNTERSIGNED this 28th September 2015 for and on behalf of the following company which by its execution hereof confirms and acknowledges that it has read and understood the terms and conditions of the above Amending and Restating Agreement, that it agrees in all respects to the same and that the Finance Documents to which it is a party shall remain in full force and effect and shall continue to stand as security for the obligations of the Borrower under the Loan Agreement, the Master Agreement and the other Finance Documents (each as amended and supplemented by the Amending and Restating Agreement).


 


 









	
/s/ Evangelos Pistiolis

	 
	
Evangelos Pistiolis

	 
	 	 
	
for and on behalf of

	 
	
CENTRAL SHIPPING MONACO SAM

	 










 








13















APPENDIX





 FORM OF AMENDED AND RESTATED LOAN AGREEMENT


 


 


 


 


 


14











 





	
Dated 9 July 2015 as Amended and Restated on 28 September 2015


	 
	 
	 
	 
	 
	 
	
MONTE CARLO 37 SHIPPING COMPANY LIMITED and


	
MONTE CARLO 39 SHIPPING COMPANY LIMITED


	
as joint and several Borrowers


	 
	 
	 
	 
	
and


	 
	 
	 
	 
	
THE BANKS AND FINANCIAL INSTITUTIONS


	
listed in Schedule 1


	
as Lenders


	 
	 
	 
	 
	
and


	 
	 
	 
	 
	
ABN AMRO BANK N.V.


	
as Agent, Arranger, Underwriter, Swap Bank


	
and Security Trustee


	 
	 
	 
	 
	 
	 
	 
	
AMENDED AND RESTATED LOAN AGREEMENT


	 
	
relating to a secured term loan facility of up to US$44,400,000


	
to finance part of the construction cost of two


	
Medium Range product tankers of approximately 39,000 metric tons


	
deadweight currently under construction by Hyundai Mipo Dockyard Co. Ltd and, if applicable, to


	
refinance certain equity provided to the borrowers in respect of such product tankers


	 
	 
	 
	 
	
WATSON FARLEY

&

 WILLIAMS



















Index


	
Clause

	
Page


	
1

	
Interpretation

	
1


	
2

	
Facility

	
17


	
3

	
Position of the Lenders, the Swap Bank and the Majority Lenders

	
18


	
4

	
Drawdown

	
20


	
5

	
Interest

	
21


	
6

	
Interest Periods

	
23


	
7

	
Default Interest

	
24


	
8

	
Repayment and Prepayment

	
25


	
9

	
Conditions Precedent

	
28


	
10

	
Representations and Warranties

	
29


	
11

	
General Undertakings

	
32


	
12

	
Corporate Undertakings

	
38


	
13

	
Insurance

	
38


	
14

	
Ship Covenants

	
44


	
15

	
Security Cover

	
48


	
16

	
Payments and Calculations

	
50


	
17

	
Application of Receipts

	
52


	
18

	
Application of Earnings; Swap Payments

	
53


	
19

	
Events of Default

	
55


	
20

	
Fees and Expenses

	
60


	
21

	
Indemnities

	
61


	
22

	
No Set-Off or Tax Deduction

	
63


	
23

	
Illegality, etc.

	
65


	
24

	
Increased Costs

	
66


	
25

	
Set-Off

	
68


	
26

	
Transfers and Changes in Lending Offices

	
69


	
27

	
Variations and Waivers

	
73


	
28

	
Notices

	
74


	
29

	
Joint and Several Liability

	
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 Designation Notice

	
84


	
Schedule 5 Transfer Certificate

	
85


	
Execution Pages

	
89



















THIS AGREEMENT is made on 9 July 2015 as amended and restated on 28 September 2015


BETWEEN



	(1)	MONTE CARLO 37 SHIPPING COMPANY LIMITED and MONTE CARLO 39 SHIPPING COMPANY LIMITED, as joint and several Borrowers;






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






	(3)	ABN AMRO BANK N.V., as Agent;






	(4)	ABN AMRO BANK N.V., as Arranger;






	(5)	ABN AMRO BANK N.V., as Underwriter;






	(6)	ABN AMRO BANK N.V., as Security Trustee; and






	(7)	ABN AMRO BANK N.V, as Swap Bank.





BACKGROUND



	(A)	The Lenders have agreed to make available to the Borrowers, in two tranches, a post-delivery secured term loan facility of up to $44,400,000 in aggregate and, in respect of each Tranche, not exceeding the lesser of (a) $22,200,000 and (b) 65 per cent. of the Fair Market Value of the relevant Ship.






	(B)	The Swap Bank has agreed to enter into interest rate swap transactions with the Borrowers from time to time to hedge the Borrowers' exposure under this Agreement to interest rate fluctuations.






	(C)	The Lenders and the Swap Bank have agreed to share pail passu in the security to be granted to the Security Trustee pursuant to this Agreement.





IT IS AGREED as follows:



	1	INTERPRETATION






	1.1	Definitions 





Subject to Clauses 1.2 through 1.4, in this Agreement:


"Account Pledges" means, together, the Earnings Account Pledges and the Retention Accounts Pledges and, in the singular, means any of them;


"Accounts" means the Earnings Accounts and the Retention Accounts.


"Advance" means, in respect of each Tranche, each of Advance A and the Top-Up Advance and, in the plural, means both of them;


"Advance A" means, in respect of each Tranche, the principal amount of the borrowing of that Tranche by the Borrowers under this Agreement to be made on the Delivery Date of the relevant Ship in an amount up to the relevant Maximum Advance Amount;


"Affected Lender" has the meaning given in Clause 5.7;


"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;











"Agency and Trust Agreement" means the agency and trust agreement dated the same date as this Agreement and made between the same parties;


"Agent" means ABN Amro Bank N.V., acting in such capacity through its office at 93 Coolsingel, 3012 AE, Rotterdam, The Netherlands, or any successor of it appointed under clause 5 of the Agency and Trust Agreement;


"Agreed Form" means in relation to any document, that document in the form approved in writing by the Agent or as otherwise approved in accordance with any other approval procedure specified in any relevant provisions of any Finance Document;


"Annex VI" means Annex VI (Regulations for the Prevention of Air Pollution from Ships) to the International Convention for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997);


"Approved Broker" means any independent sale and purchase shipbroker approved by the Agent including, without limitation, Arrow Valuations Ltd, H Clarkson & Co Ltd, Fearnleys A/S, Simpson Spence & Young Limited, SSY Valuation Services Limited, Maersk Brokers K/S, RS Platou Shipbrokers A/S, EA Gibson Shipbrokers Limited and Braemaer Shipbrokers Limited, Galbraith's Limited or any other reputable sale and purchase broker, approved and appointed by the Agent and, in the plural, means all of them;


"Approved Charter" means, in relation to:



		(a)	Ship A, a time charterparty dated 21 January 2014 (as may be amended, novated and supplemented from time to time) and made between Monte Carlo 37 and the Approved Charterer for a firm period ending not earlier than three years after the Delivery Date of Ship A at a gross daily charter hire rate of at least $15,200 and on such other terms approved by the Agent prior to the date of this Agreement; and






		(b)	Ship B, a time charterparty dated 21 January 2014 (as may be amended, novated and supplemented from time to time) and made between Monte Carlo 39 and the Approved Charterer for a firm period ending not earlier than three years after the Delivery Date of Ship B at a gross daily charter hire rate of at least $15,200 and on such other terms approved by the Agent prior to the date of this Agreement;





"Approved Charterer" means BP Shipping Limited, a corporation incorporated in the United Kingdom with registered office at BP Shipping Limited, 20 Canada Square, London E14 SNJ, United Kingdom;


"Approved Charterparty Assignment" means, in relation to each Approved Charter, a specific deed of assignment of the rights of the Borrower who is a party to that Approved Charter executed or to be executed by that Borrower in favour of the Security Trustee in the Agreed Form and, in the plural, means both of them;


"Approved Flag" means the Marshall Islands flag or any other flag which the Agent (with the authorisation of the Majority Lenders) may approve as the flag on which a Ship may be registered;


"Approved Flag State" means Marshall Islands or any other state in which the Agent may at the request of the Borrowers, approve that a Ship be registered;


"Approved Manager" means, in relation to each Ship, Central Mare Inc. as technical manager (the "Technical Manager"), a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 and Central Shipping Monaco SAM as commercial manager (the "Commercial Manager"), a company organised in Monaco having its registered office at Palaias de la Scala, 1 Avenue Henry Dunant, Monaco MC 98000 or any



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other company which the Agent may, at the request of the Borrower owning that Ship, approve from time to time as the technical and/or commercial manager of that Ship and, in the plural, means both of them;


"Approved Manager's Undertaking" means, in relation to each Ship, a letter of undertaking executed or to be executed by each Approved Manager in favour of the Security Trustee, agreeing certain matters in relation to the management of the relevant Ship and subordinating its rights against that Ship and the Borrower owning that Ship to the rights of the Lenders under the Finance Documents, in the Agreed Form and, in the plural, means both of them;


"Arranger" means ABN Amro Bank N.V., acting in such capacity through its office at 93 Coolsingel, 3012 AE, Rotterdam, The Netherlands, or any successor;


"Availability Period" means the period commencing on the date of this Agreement and ending on:



		(a)	in respect of each Advance A of a Tranche, the earlier of:





(i)            the Delivery Date in respect of the last Ship to occur; and


(ii)            28 February 2016,


(or such later date as the Agent may, with the authorisation of the Lenders, approve); or



		(b)	in respect of each Top-Up Advance of a Tranche, 75 days from the Delivery Date in respect of the relevant Ship;






		(c)	in each case, if earlier, the date on which the Total Commitments in respect of the relevant Advance are fully borrowed, cancelled or terminated;





"Balloon Instalment" has the meaning given in Clause 8.1(e);


"Basel Ill" means:



		(a)	the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel Ill: A global regulatory framework for more resilient banks and banking systems", "Basel Ill: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated; and






		(b)	any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel Ill";





"Borrower" means each of Monte Carlo 37 and Monte Carlo 39, and in the plural, means both of them;


"Builder" means Hyundai Mipo Dockyard Co. Ltd whose principal office is at 100, Bangeojinsunhwan-Doro, Dong-Gu, Ulsan 682-712, Korea;


"Business Day" means a day on which banks are open in London, Athens, Vietnam, Korea and Rotterdam and, in respect of a day on which a payment is required to be made under a Finance Document, also in New York City;



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"Charter" means, in relation to a Ship, any charter or other contract of employment or any consecutive voyage charter or contract of affreightment in respect of that Ship having a duration (or capable of exceeding a duration) of at least 12 months;


"Charterparty Assignment" means, in relation to a Ship, a specific assignment of the rights of the Borrower who is the owner of that Ship under the Charter relative thereto executed or to be executed by that Borrower in favour of the Security Trustee in the Agreed Form and, in the plural, means both of them;


"Code" means the United States Internal Revenue Code of 1986;


"Commitment" means, in relation to a Lender, the amount set opposite its name in Schedule 1, or, as the case may require, the amount specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this Agreement (and "Total Commitments" means the aggregate of the Commitments of all the Lenders);


"Confirmation" and "Early Termination Date", in relation to any continuing Designated Transaction, have the meanings given in the Master Agreement;


"Contract Price" means the purchase price payable by each Borrower for the Ship to be acquired by it pursuant to the Shipbuilding Contract relative thereto, in relation to each Ship;


"Contractual Currency" has the meaning given in Clause 21.5;


"Contribution" means, in relation to a Lender, the part of the Loan which is owing to that Lender;


"Corporate Guarantee" means a corporate guarantee executed or, as the context may require, to be executed by the Corporate Guarantor of the obligations of the Borrowers under this Agreement and the other Finance Documents to which each Borrower is a party in the Agreed Form;


"Corporate Guarantor" means Top Ships Inc., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands, MH96960;


"Corresponding Debt" means any amount which a Borrower owes to a Creditor Party under or in connection with the Finance Documents;


"CRD IV" means Directive 2013/36/EU of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directive 2006/48/EC and 2006/29/EC.


"Creditor Party" means the Agent, the Arranger, the Security Trustee, the Underwriter, any Lender or the Swap Bank, whether as at the date of this Agreement or at any later time;


"CRR" means Regulation (EU) No. 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012.


"Delivery Date" means, in relation to a Ship, the date on which title and possession of that Ship is actually delivered to the Borrower which will be the owner thereof pursuant to the Shipbuilding Contract relative to that Ship;


"Designated Transaction" means a Transaction which fulfills the following requirements:



		(a)	it is entered into by the Borrowers pursuant to the Master Agreement with the Swap Bank;






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		(b)	its purpose is the hedging all of or part of the Borrowers' exposure under this Agreement to fluctuations in LIBOR arising from the funding of the Loan (or any part thereof) for a period expiring no later than the Final Maturity Date; and






		(c)	it is designated by the Borrowers, by delivery by the Borrowers to the Agent of a notice of designation in the form set out in Schedule 4, as a Designated Transaction for the purposes of the Finance Documents;





"Dollars" and "$" means the lawful currency for the time being of the United States of America;


"Drawdown Date" means, in relation to an Advance, the date requested by the Borrowers for the Advance to be made, or (as the context requires) the date on which the Advance is actually made;


"Drawdown Notice" means a notice in the form set out in Schedule 2 (or in any other form which the Agent approves or reasonably requires);


"Earnings" means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the relevant Borrower owning that Ship or the Security Trustee and which arise out of the use or operation of that Ship, including (but not limited to):



		(a)	all freight, hire and passage moneys, compensation payable to that Borrower or the Security Trustee in the event of requisition of that Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship;






		(b)	all moneys which are at any time payable under any Insurances in respect of loss of hire; and






		(c)	if and whenever that Ship is employed on terms whereby any moneys falling within paragraphs (a) or (b) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Ship;





"Earnings Account" means, in relation to a Ship, an account in the name of the Borrower owning that Ship with the Agent in Rotterdam designated "[name of relevant Borrower] - Earnings Account", or any other account (with that or another office of the Agent) which is designated by the Agent as the Earnings Account in relation to the Ship for the purposes of this Agreement and, in the plural, means both of them;


"Earnings Account Pledge" means, in relation to each Earnings Account, a deed creating security in respect of that Earnings Account in the Agreed Form and, in the plural, means both of them;


"Environmental Claim" means:



		(a)	any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or






		(b)	any claim by any other person which relates to an Environmental Incident or to an alleged Environmental Incident,





and "claim" means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take,



5















or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset;


"Environmental Incident" means:



		(a)	any release of Environmentally Sensitive Material from a Ship; or






		(b)	any incident in which Environmentally Sensitive Material is released from a vessel other than a Ship as a result of a collision between a Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or a Ship and/or either Borrower and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or






		(c)	any other incident in which Environmentally Sensitive Material is released otherwise than from a Ship and in connection with which a Ship is actually or potentially liable to be arrested and/or where either Borrower and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action;





"Environmental Law" means any law relating to pollution or protection of the environment, to the carriage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material;


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


"Event of Default" means any of the events or circumstances described in Clause 19.1;


"Fair Market Value" means, in relation to each Ship, the Market Value thereof calculated in accordance with the valuations relative thereto referred to in paragraph 4 of Schedule 3, Part B and paragraph 2 of Schedule 3, Part C;


"FATCA" means sections 1471 through 1474 of the Code and any US Treasury regulations thereunder;


"FATCA Deduction" means a deduction or withholding from a payment under any Finance Document required by or under FATCA;


"FATCA Exempt Party" means a party to a Finance Document that is entitled under FATCA to receive payments free from any FATCA Deduction;


"Final Maturity Date" means the date falling on the earlier of (i) the sixth anniversary of the second Drawdown Date to occur under this Agreement and (ii) 28 February 2022;


"Finance Documents" means:



		(a)	this Agreement;






		(b)	the Master Agreement;






		(c)	the Corporate Guarantee;






		(d)	the Agency and Trust Agreement;






		(e)	the General Assignments;






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		(f)	the Mortgages;






		(g)	the Account Pledges;






		(h)	the Shares Pledges;






		(i)	the Master Agreement Assignment;






		(j)	the Approved Charterparty Assignments;






		(k)	any Charterparty Assignments;






		(l)	each Approved Manager's Undertakings; and






		(m)	any other document (whether creating a Security Interest or not) which is executed at any time by either Borrower, the Corporate Guarantor, either Approved Manager or any other person as security for, or to establish any form of subordination or priorities arrangement in relation to, any amount payable to the Lenders and/or the Swap Bank under this Agreement or any of the other documents referred to in this definition;





"Financial Indebtedness" means, in relation to a person (the "debtor"), a liability of the debtor:



		(a)	for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;






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






		(c)	under any acceptance credit, guarantee or letter of credit facility or dematerialised equivalent made available to the debtor;






		(d)	under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;






		(e)	under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or






		(f)	under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the other person;





"Financial Year" means, in relation the each Borrower and the Corporate Guarantor, each period of 1 year commencing on 1 January in respect of which its annual audited accounts are or ought to be prepared;


"Fleet Vessels" means all of the vessels (including, but not limited to, the Ships) from time to time wholly owned by members of the Group (each a "Fleet Vessel");


"GAAP" means generally accepted accounting principles as from time to time in effect in the United States of America;


"General Assignment" means, in relation to a Ship, a first priority general assignment of the Earnings, the Insurances and any Requisition Compensation in the Agreed Form and, in the plural, means both of them;



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"Green Award" means The Green Award Foundation, an independent foundation, established 1994 on the initiative of the Rotterdam Municipal Port Management and the Dutch Ministry of Transport;


"Green Award Incentive Provider" means the name of any entity that has been appointed as such by the Green Award Foundation;


"Group" means the Corporate Guarantor and its Subsidiaries (including but not limited to the Borrowers) from time to time during the Security Period and "member of the Group" shall be construed accordingly;


"Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary;


"IACS" means the International Association of Classification Societies;


"IAPPC" means a valid international air pollution prevention certificate issued under Annex VI;


"IFRS" means International Financial Reporting Standards promulgated by the International Accounting Standards Board, as amended from time to time, together with its pronouncements thereon from time to time;


"Insurances" means, in relation to a Ship:



		(a)	all policies and contracts of insurance, including entries of the Ship in any protection and indemnity or war risks association, effected in respect of the Ship, the Earnings or otherwise in relation to a Ship whether before, on or after the date of this Agreement; and






		(b)	all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement;





"Interest Period" means a period determined in accordance with Clause 6;


"ISM Code" means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime Organisation as the same may be amended or supplemented from time to time (and the terms "safety management system", "Safety Management Certificate" and "Document of Compliance" have the same meanings as are given to them in the ISM Code);


"ISPS Code" means the International Ship and Port Facility Security Code as adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time;


"ISSC" means a valid and current International Ship Security Certificate issued under the ISPS Code;


"Lender" means a bank or financial institution listed in Schedule 1 and acting through its branch indicated in Schedule 1 (or through another branch notified to the Agent under Clause 26.14) or its transferee, successor or assign and, in the plural, means all of them;


"LIBOR" means, for an Interest Period:



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		(a)	the rate per annum equal to the offered quotation for deposits in Dollars for a period equal to, or as near as possible equal to, the relevant Interest Period which appears on the Screen Rate; or






		(b)	if no rate is quoted on the Screen Rate, the rate per annum determined by the Agent to be the rate per annum notified to the Agent by the Reference Bank as the rate at which deposits in Dollars are offered to the Reference Bank by leading banks in the London Interbank Market at the Reference Bank's request at or about 11.00 a.m. (London time) on the Quotation Date for that Interest Period for a period equal to that Interest Period and for delivery on the first Business Day of it;





"Loan" means the principal amount for the time being outstanding under this Agreement;


"Major Casualty" means, in relation to a Ship, any casualty to the Ship in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $500,000 or the equivalent in any other currency;


"Majority Lenders" means:



		(a)	before a Tranche has been made, Lenders whose Commitments total 66.66 per cent. of the Total Commitments; and






		(b)	after a Tranche has been made, Lenders whose Contributions total 66.66 per cent. of the Loan;





"Mandatory Cost" means any cost calculated by the Agent pursuant to Clause 21.9; "Margin" means 3.90 per cent. per annum;


"Market Value" means, in relation to each Ship (and each other Fleet Vessel), the market value thereof determined in accordance with Clause 15.3;


"Master Agreement" means the master agreement (on the 2002 ISDA (Multicurrency-Crossborder) form) in the Agreed Form made between the Borrowers and the Swap Bank and includes all Designated Transactions from time to time entered into and Confirmations from time to time exchanged under the master agreement;


"Master Agreement Assignment" means the assignment of the Master Agreement in the Agreed Form;


"Maximum Advance Amount" means:



		(a)	in relation to each Advance A, an amount up to the lesser of (i) $22,200,000 and (ii) 65 per cent. of the Fair Market Value of the Ship being financed by that Advance A; and






		(b)	in relation to each Top-Up Advance, an amount which, when added to the amount actually advanced under Advance A in respect of that Tranche, is up to the lesser of (i) $22,200,000 and (ii) 65 per cent. of the Fair Market Value of the relevant Ship;





"Minimum Liquidity Amount" has the meaning given in Clause 11.19;


"Monte Carlo 37" means Monte Carlo 37 Shipping Company Limited, a corporation incorporated in the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands, M H96960, Majuro, Marshall Islands;



9















"Monte Carlo 39" means Monte Carlo 39 Shipping Company Limited, a corporation incorporated in the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands, MH96960, Majuro, Marshall Islands;


"Mortgage" means, in relation to a Ship, the first priority or, as the case may be, preferred ship mortgage on that Ship in the Agreed Form and, in the plural, means both of them;


"Negotiation Period" has the meaning given in Clause 5.10;


"Notifying Lender" has the meaning given in Clause 23.1 or Clause 24.1 as the context requires;


"Parallel Debt" means any amount which a Borrower owes to the Security Trustee under Clause 3.7;


"Payment Currency" has the meaning given in Clause 21.4;


"Permitted Security Interests" means:



		(a)	Security Interests created by the Finance Documents;






		(b)	liens for unpaid master's and crew's wages in accordance with usual maritime practice;






		(c)	liens for salvage;






		(d)	liens arising by operation of law for not more than 2 months' prepaid hire under any charter in relation to a Ship not prohibited by this Agreement;






		(e)	liens for master's disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the trading, chartering, operation, repair or maintenance of a Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the relevant Borrower in good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to Clause 14.13(g);






		(f)	any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses while a Borrower is prosecuting or defending such action in good faith by appropriate steps; and






		(g)	Security Interests arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made;





"Pertinent Document" means:



		(a)	any Finance Document;






		(b)	any policy or contract of insurance contemplated by or referred to in Clause 13 or any other provision of this Agreement or another Finance Document;






		(c)	any other document contemplated by or referred to in any Finance Document; and






		(d)	any document which has been or is at any time sent by or to a Servicing Bank in contemplation of or in connection with any Finance Document or any policy, contract or document falling within paragraphs (b) or (c);






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"Pertinent Jurisdiction", in relation to a company, means:



		(a)	England and Wales;






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






		(c)	a country in which the company has the centre of its main interests or in which the company's central management and control is or has recently been exercised;






		(d)	a country in which the overall net income of the company is subject to corporation tax, income tax or any similar tax;






		(e)	a country in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a branch or permanent place of business, or in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and






		(f)	a country the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company, whether as a main or territorial or ancillary proceedings, or which would have such jurisdiction if their assistance were requested by the courts of a country referred to in paragraphs (b) or (c);





"Pertinent Matter" means:



		(a)	any transaction or matter contemplated by, arising out of, or in connection with a Pertinent Document; or






		(b)	any statement relating to a Pertinent Document or to a transaction or matter falling within paragraph (a), 





and covers any such transaction, matter or statement, whether entered into, arising or made at any time before the signing of this Agreement or on or at any time after that signing;


"Pistiolis Family" means, together, each of the following:



		(a)	Mr. Evangelos John Pistiolis;






		(b)	all the lineal descendants in direct line of Mr. Evangelos John Pistiolis;






		(c)	a husband or wife, or former husband or wife, or widower or widow of any of the above persons;






		(d)	the estates, trusts or legal representatives of which any of the above persons are the beneficiaries; and






		(e)	each company (other than a member of the Group) legally or beneficially owned or (as the case may be) controlled by one or more of the persons or entities which would fall within paragraphs (a) to (d) of this definition,





and each one of the above shall be referred to as "a member of the Pistiolis Family".


"Potential Event of Default" means an event or circumstance which, with the giving of any notice, the lapse of time, a determination of the Majority Lenders and/or the satisfaction of any other condition, would constitute an Event of Default;


"Prepayment Fee" has the meaning given in Clause 8.14;



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"Quotation Date" means, in relation to any Interest Period (or any other period for which an interest rate is to be determined under any provision of a Finance Document), the day which is 2 Business Days before the first day of that Interest Period or any other period, unless market practice differs in the London Interbank Market for a currency, in which case the Quotation Date will be determined by the Agent in accordance with market practice in the London Interbank Market (and if quotations would normally be given by leading banks in the London Interbank Market on more than one day, the Quotation Date will be the last of those days);


"Reference Banks" means, subject to Clause 26.16, the branch of ABN Amro Bank N.V. at 93 Coolsingel, 3012 AE, Rotterdam, The Netherlands and the London branch or any other bank or financial institution selected by the Agent;


"Relevant Person" has the meaning given in Clause 19.9;


"Repayment Date" means a date on which a repayment is required to be made under Clause 8;


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


"Restricted Person" means a person that is (i) listed on, or owned or controlled by a person listed on any Sanctions List; (ii) located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide Sanctions (including, without limitation, at the date of this Agreement Cuba, Iran, Myanmar (Burma), North Korea, Syria and Sudan); or (iii) otherwise a target of Sanctions;


"Retention Account" means, in respect of each Borrower, an account with the Agent in Rotterdam designated "[Monte Carlo 37][Monte Carlo 39] — Retention Account", or any other account (with that or another office of the Agent or with a bank or financial institution other than the Agent) which is designated by the Agent as the Retention Account for the purposes of this Agreement and, in the plural, means both of them;


"Retention Account Pledge" means a deed creating security in respect of that Retention Accounts in the Agreed Form and, in the plural, means both of them;


"Sanctions" means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States of America government; (ii) the United Nations; (iii) the European Union or its Member States, including without limitation, the United Kingdom; (iv) any country to which the Borrower or any Security Party, or any other member of the Group or any Affiliate of any of them is bound; or (v) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, and Her Majesty's Treasury (HMT) (together "Sanctions Authorities");


"Sanctions List" means the "Specially Designated Nationals and Blocked Persons" list issued by OFAC, the Consolidated List of Financial Sanctions Targets and Investment Ban List issued by HMT, or any similar list issued or maintained or made public by any of the Sanctions Authorities;


"Screen Rate" means the London interbank offered rate administered by the ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Dollars for the relevant period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the Agent may specify



12















another page or service displaying the relevant rate after consultation with the Borrower and the Lenders;


"Security Interest" means:



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






		(b)	the rights of a plaintiff under an action in rem in which the vessel concerned has been arrested or a writ has been issued or similar step taken; and






		(c)	any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution;





"Security Party" means the Corporate Guarantor, either Approved Manager and any other person (except a Creditor Party) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the final paragraph of the definition of "Finance Documents";


"Security Period" means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrowers, the Security Parties and the other Creditor Parties that:



		(a)	all amounts which have become due for payment by either Borrower or any Security Party under the Finance Documents have been paid;






		(b)	no amount is owing or has accrued (without yet having become due for payment) under any Finance Document;






		(c)	neither a Borrower nor any Security Party has any future or contingent liability under Clauses 20, 21 or 22 or any other provision of this Agreement or another Finance Document; and






		(d)	the Agent, the Arranger, the Underwriter, the Security Trustee and the Majority Lenders do not consider that there is a significant risk that any payment or transaction under a Finance Document would be set aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of a Borrower or a Security Party or in any present or possible future proceeding relating to a Finance Document or any asset covered (or previously covered) by a Security Interest created by a Finance Document;





"Security Trustee" means ABN Amro Bank N.V., acting in such capacity through its office at 93 Coolsingel, 3012 AE, Rotterdam, The Netherlands, or any successor of it appointed under clause 5 of the Agency and Trust Agreement;


"Servicing Bank" means the Agent or the Security Trustee;


"Shares Pledge" means, in relation to each Borrower, a deed creating security over the shares of that Borrower in the Agreed Form and, in the plural, means both of them;


"Ship" means Ship A or Ship B.


"Ship A" means a 39,000 metric tons deadweight Medium Range product tanker which is currently under construction by the Builder for Monte Carlo 37 pursuant to Shipbuilding Contract A currently having Builder's Hull No. 5418 and which is to be purchased by Monte



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Carlo 37 and upon delivery to be registered in its ownership under an Approved Flag with the name "ECO FLEET";


"Ship B" means a 39,000 metric tons deadweight Medium Range product tanker which is currently under construction by the Builder for Monte Carlo 39 pursuant to Shipbuilding Contract B currently having Builder's Hull No. 5419 and which is to be purchased by Monte Carlo 39 and upon delivery to be registered in its ownership under an Approved Flag with the name "ECO REVOLUTION";


"Shipbuilding Contract" means in relation to:



		(a)	Ship A, the shipbuilding contract dated 11 October 2013 (as amended and supplemented from time to time) and entered into between Monte Carlo 37 as buyer and the Builder; and






		(b)	Ship B, the shipbuilding contract dated 9 December 2013 (as amended and supplemented from time to time) and entered into between Monte Carlo 39 as buyer and the Builder,





and, in the plural, means all of them;


"Subsidiary" means a subsidiary within the meaning of section 1159 of the Companies Act 2006;


"Swap Bank" means ABN Amro Bank N.V., acting in such capacity through its office at Gustav Mahrerlaan 10, NL-1082 PP, Amsterdam, The Netherlands;


"Swap Exposure" means, as at any relevant date, the amount certified by the Swap Bank to the Agent to be the aggregate net amount in Dollars which would be payable by a Borrower to the Swap Bank under (and calculated in accordance with) section 6(e)(i) (Payments on Early Termination) of the Master Agreement if an Early Termination Date had occurred on the relevant date in relation to all continuing Designated Transactions;


"Top-Up Advance" means, in respect of each Tranche, the principal amount of the second borrowing of that Tranche by the Borrowers under this Agreement in an amount up to the relevant Maximum Advance Amount;


"Total Loss" means, in relation to a Ship:



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






		(b)	any expropriation, confiscation, requisition or acquisition of the Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding 1 year without any right to an extension) unless it is within 30 days redelivered to the full control of the Borrower owning the Ship;






		(c)	any condemnation of the Ship by any tribunal or by any person or person claiming to be a tribunal; and






		(d)	any arrest, capture, seizure or detention of the Ship (including any hijacking or theft) unless it is within 30 days redelivered to the full control of the Borrower owning the Ship;





"Total Loss Date" means, in relation to a Ship:



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






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






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






		(ii)	the date of any compromise, arrangement or agreement made by or on behalf of the Borrower owning the Ship with the Ship's insurers in which the insurers agree to treat the Ship as a total loss; and






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





"Tranche" means in relation to:



		(a)	"Ship A", an amount equal to the lesser of (i) 65 per cent. of its Fair Market Value and (ii) $22,200,000, which shall be made available to the Borrowers for the purpose of financing part of the construction cost of Ship A and, if applicable, to refinance certain equity provided to the relevant Borrower in respect of Ship A; and






		(b)	"Ship B", an amount equal to the lesser of (i) 65 per cent. of its Fair Market Value and (ii) $22,200,000, which shall be made available to the Borrowers for the purpose of financing part of the construction cost of Ship B and, if applicable, to refinance certain equity provided to the relevant Borrower in respect of Ship A;





"Transaction" has the meaning given in the Master Agreement;


"Transfer Certificate" has the meaning given in Clause 26.2;


"Underlying Documents" means, together, the Shipbuilding Contracts and the Approved Charters and, in the singular, means any of them; and


"Underwriter" means ABN Amro Bank N.V., acting in such capacity through its office at 93 Coolsingel, 3012 AE, Rotterdam, The Netherlands, or any successor.



	1.2	Construction of certain terms





In this Agreement:


"administration notice" means a notice appointing an administrator, a notice of intended appointment and any other notice which is required by law (generally or in the case concerned) to be filed with the court or given to a person prior to, or in connection with, the appointment of an administrator;


"approved" means, for the purposes of Clause 13, approved in writing by the Agent;


"asset" includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;


"company" includes any partnership, joint venture and unincorporated association;


"consent" includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation;


"contingent liability" means a liability which is not certain to arise and/or the amount of which remains unascertained;



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"document" includes a deed; also a letter or fax;


"excess risks" means, in relation to a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Ship in consequence of its insured value being less than the value at which the Ship is assessed for the purpose of such claims;


"expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax;


"law" includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;


"legal or administrative action" means any legal proceeding or arbitration and any administrative or regulatory action or investigation;


"liability" includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise;


"months" shall be construed in accordance with Clause 1.3;


"obligatory insurances" means, in relation to a Ship, all insurances effected, or which the Borrower owning the Ship is obliged to effect, under Clause 13 or any other provision of this Agreement or another Finance Document;


"person" includes any company; any state, political sub-division of a state and local or municipal authority; and any international organisation;


"policy", in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;


"protection and indemnity risks" means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/95) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;


"regulation" includes any regulation, rule, official directive, request or guideline (either having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;


"successor" includes any person who is entitled (by assignment, novation, merger or otherwise) to any person's rights under this Agreement or any other Finance Document (or any interest in those rights) or who, as administrator, liquidator or otherwise, is entitled to exercise those rights; and in particular references to a successor include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation of it or any other person;


"tax" includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine; and



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"war risks" includes the risk of mines, blocking and trapping and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls)(1/11/95) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83).



	1.3	Meaning of "month"





A period of one or more "months" ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started ("the numerically corresponding day"), but:



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






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





and "month" and "monthly" shall be construed accordingly.



	1.4	General Interpretation





In this Agreement:



	(a)	references to, or to a provision of, a Finance Document or any other document are references to it as amended or supplemented, whether before the date of this Agreement or otherwise;






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






	(c)	words denoting the singular number shall include the plural and vice versa; and






	(d)	Clauses 1.1 to 1.4 apply unless the contrary intention appears.






	1.5	Headings





In interpreting a Finance Document or any provision of a Finance Document, all clause, sub-clause and other headings in that and any other Finance Document shall be entirely disregarded.



	2	FACILITY






	2.1	Amount of facility





Subject to the other provisions of this Agreement, the Lenders shall make available to the Borrowers a loan facility, in two Tranches, not exceeding $44,400,000 in aggregate and in respect of each Tranche, not exceeding the lesser of (a) $22,200,000 and (b) 65 per cent. of the Fair Market Value of the relevant Ship. Each Tranche shall be made available in two Advances, such Advances to be drawn separately or simultaneously at the discretion of the Borrowers.



	2.2	Lenders' participations in Advances





Subject to the other provisions of this Agreement, each Lender shall participate in each Advance in the proportion which, as at the relevant Drawdown Date, its Commitment bears to the Total Commitments.



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	2.3	Purpose of Tranches





The Borrowers undertake with each Creditor Party to use each Tranche in financing part of the Contract Price for the relevant Ship payable pursuant to the Shipbuilding Contract relative to that Ship, and, if applicable, to refinance certain equity provided to the relevant Borrower in respect of the relevant Ship.



	3	POSITION OF THE LENDERS, THE SWAP BANK AND THE MAJORITY LENDERS






	3.1	Interests of Lenders and Swap Bank several





The rights of the Lenders and the Swap Bank under this Agreement and the Master Agreement are several; accordingly:



	(a)	each Lender shall be entitled to sue for any amount which has become due and payable by the Borrowers to it under this Agreement; and






	(b)	the Swap Bank shall be entitled to sue for any amount which has become due and payable by the Borrowers to it under the Master Agreement,





without joining the Agent, the Security Trustee, any other Lender and the Swap Bank as additional parties in the proceedings.



	3.2	Proceedings by individual Lender or Swap Bank





However, without the prior consent of the Majority Lenders, no Lender nor the Swap Bank may bring proceedings in respect of:



	(a)	any other liability or obligation of either Borrower or a Security Party under or connected with a Finance Document; or






	(b)	any misrepresentation or breach of warranty by either Borrower or a Security Party in or connected with a Finance Document.






	3.3	Obligations several





The obligations of the Lenders and the Swap Bank under this Agreement and of the Swap Bank under the Master Agreement are several; and a failure of a Lender or the Swap Bank to perform its obligations under this Agreement or of the Swap Bank to perform its obligations under the Master Agreement shall not result in:



	(a)	the obligations of the other Lenders or (as the case may be) the Swap Bank being increased; nor






	(b)	either Borrower, any Security Party or any other Creditor Party being discharged (in whole or in part) from its obligations under any Finance Document, 





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



	3.4	Parties bound by certain actions of Majority Lenders





Every Lender, the Swap Bank, each Borrower and each Security Party shall be bound by:



	(a)	any determination made, or action taken, by the Majority Lenders under any provision of a Finance Document;






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	(b)	any instruction or authorisation given by the Majority Lenders to the Agent or the Security Trustee under or in connection with any Finance Document (subject always to Clause 27.2); and






	(c)	any action taken (or in good faith purportedly taken) by the Agent or the Security Trustee in accordance with such an instruction or authorisation.






	3.5	Reliance on action of Agent





However, each Borrower and each Security Party:



	(a)	shall be entitled to assume that the Majority Lenders have duly given any instruction or authorisation which, under any provision of a Finance Document, is required in relation to any action which the Agent has taken or is about to take; and






	(b)	shall not be entitled to require any evidence that such an instruction or authorisation has been given.






	3.6	Construction





In Clauses 3.4 and 3.5 references to action taken include (without limitation) the granting of any waiver or consent, an approval of any document and an agreement to any matter.



	3.7	Parallel debt






	(a)	Each Borrower irrevocably and unconditionally undertakes to pay to the Security Trustee amounts equal to, and in the currency or currencies of, its Corresponding Debt.






	(b)	The Parallel Debt of a Borrower:






		(i)	shall become due and payable at the same time as its Corresponding Debt;






		(ii)	is independent and separate from, and without prejudice to, its Corresponding Debt.






	(c)	For the purposes of this Clause, the Security Trustee:






		(i)	is the independent and separate creditor of each Parallel Debt;






		(ii)	acts in its own name and not as agent, representative or trustee of the Creditor Parties and its claims in respect each Parallel Debt and the security to grant such Parallel Debt shall not be held on trust; and






		(iii)	shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding).






	(d)	The Parallel Debt of a Borrower shall be: 







		(i)	decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and






		(ii)	increased to the extent that its Corresponding Debt has increased.








	(e)	The Corresponding Debt of a Borrower shall be:






		(i)	decreased to the extent that its Parallel Debt has been irrevocable and unconditionally paid or discharged; and






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		(ii)	increased to the extent that its Parallel Debt has increased,





in each case provided that the Parallel Debt of a Borrower shall never exceed its Corresponding Debt.



	(f)	All amounts received or recovered by the Security Trustee in connection with this Clause, to the extent permitted by applicable law, shall be applied in accordance with Clause 17 (Application of receipts).






	4	DRAWDOWN






	4.1	Request for Advance





Subject to the following conditions, the Borrowers may request an Advance to be made by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (Rotterdam time) 3 Business Days prior to the intended Drawdown Date or within such shorter period as the Agent may approve.



	4.2	Availability





The conditions referred to in Clause 4.1 are that:



	(a)	a Drawdown Date has to be a Business Day during the Availability Period;






	(b)	the amount of each Tranche shall not exceed the lesser of (i) $22,200,000 and (ii) 65 per cent. of the Fair Market Value of the Ship being financed by that Tranche;






	(c)	the amount of each Advance shall not exceed the relevant Maximum Advance Amount;






	(d)	each Advance shall be applied in financing part of the Contract Price for the relevant Ship payable pursuant to the Shipbuilding Contract relative to that Ship, and, if applicable, to refinance certain equity provided to the relevant Borrower in respect of the relevant Ship; and






	(e)	the aggregate amount of the Tranches shall not exceed the Total Commitments.






	4.3	Notification to Lenders of receipt of a Drawdown Notice





The Agent shall promptly notify the Lenders that it has received a Drawdown Notice and shall inform each Lender of:



	(a)	the amount of the Advance and the Drawdown Date;






	(b)	the amount of that Lender's participation in the Advance; and






	(c)	the duration of the first Interest Period.






	4.4	Drawdown Notice irrevocable





A Drawdown Notice must be signed by a duly authorised representative of a Borrower; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Agent, acting on the authority of the Majority Lenders.



	4.5	Lenders to make available Contributions





Subject to the provisions of this Agreement, each Lender shall, on and with value on each Drawdown Date, make available to the Agent for the account of the Borrowers the amount due from that Lender on that Drawdown Date under Clause 2.2.



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	4.6	Disbursement of Advance





Subject to the provisions of this Agreement, the Agent shall on each Drawdown Date pay to the Borrowers the amounts which the Agent receives from the Lenders under Clause 4.5; and that payment to the Borrowers shall be made:



	(a)	to the account which the Borrowers specify in the Drawdown Notice; and






	(b)	in the like funds as the Agent received the payments from the Lenders.






	4.7	Disbursement of Advance to third party





The payment by the Agent under Clause 4.6 shall constitute the making of the Advance and the Borrowers shall at that time become indebted, as principal and direct obligors, to each Lender in an amount equal to that Lender's Contribution.



	5	INTEREST






	5.1	Payment of normal interest





Subject to the other provisions of this Agreement, interest on each Advance or the Loan in respect of each Interest Period applicable thereto shall be paid by the Borrowers on the last day of that Interest Period.



	5.2	Normal rate of interest





Subject to the provisions of this Agreement, the rate of interest on each Advance or the Loan in respect of an Interest Period shall be the aggregate of (i) the Margin, (ii) the Mandatory Cost (if any) and (iii) LIBOR for that Interest Period.



	5.3	Payment of accrued interest





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



	5.4	Notification of Interest Periods and rates of normal interest





The Agent shall notify the Borrowers and each Lender of:



	(a)	each rate of interest; and






	(b)	the duration of each Interest Period,





as soon as reasonably practicable after each is determined.



	5.5	Obligation of Reference Banks to quote





A Reference Bank which is a Lender shall use all reasonable efforts to supply the quotation required of it for the purposes of fixing a rate of interest under this Agreement.



	5.6	Absence of quotations by Reference Banks





If any Reference Bank fails to supply a quotation, the Agent shall determine the relevant rate of interest in accordance with the following provisions of this Clause 5.



	5.7	Market disruption





The following provisions of this Clause 5 apply if:



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	(a)	no screen rate is quoted in the Screen Rate and the Reference Banks (or, if there is only one Reference Bank at the relevant time, that Reference Bank) do not or, as the case may be, does not, before 1.00 p.m. (London time) on the Quotation Date for an Interest Period, provide quotations to the Agent in order to fix LIBOR; or






	(b)	at least 1 Business Day before the start of an Interest Period, a Lender may notify the Agent that LIBOR fixed by the Agent would not accurately reflect the cost to that Lender of funding its respective Contribution (or any part of it) during the Interest Period in the London Interbank Market at or about 11.00 a.m. (London time) on the Quotation Date for the Interest Period; or






	(c)	at least 1 Business Day before the start of an Interest Period, the Agent is notified by a Lender (the "Affected Lender") that for any reason it is unable to obtain Dollars in the London Interbank Market in order to fund its Contribution (or any part of it) during the Interest Period.






	5.8	Notification of market disruption





The Agent shall promptly notify the Borrowers and each of the Lenders and the Swap Bank stating the circumstances falling within Clause 5.7 which have caused its notice to be given.



	5.9	Suspension of drawdown





If the Agent's notice under Clause 5.8 is served before an Advance is made:



	(a)	in a case falling within Clauses 5.7(a) or 5.7(b), the Lenders' obligations to make the Advance; and






	(b)	in a case falling within Clause 5.7(c), the Affected Lender's obligation to participate in the Advance, 





shall be suspended while the circumstances referred to in the Agent's notice continue.



	5.10	Negotiation of alternative rate of interest





If the Agent's notice under Clause 5.8 is served after an Advance is made, the Borrowers, the Agent, the Lenders or (as the case may be) the Affected Lender and the Swap Bank shall use reasonable endeavours to agree, within 30 days after the date on which the Agent serves its notice under Clause 5.8 (the "Negotiation Period"), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Contribution during the Interest Period concerned.



	5.11	Application of agreed alternative rate of interest





Any alternative interest rate or an alternative basis which is agreed during the Negotiation Period shall take effect in accordance with the terms agreed.



	5.12	Alternative rate of interest in absence of agreement





If an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender, set an interest period, not exceeding 3 months, and interest rate representing the cost of funding of the Lenders or (as the case may be) the Affected Lender in Dollars or in any available currency of their or its Contribution plus the Margin and the Mandatory Cost (if any) applicable to each Lender's or (as the case may be) to the Affected Lender's Contribution in that Advance; and the procedure provided for by this Clause 5.12 shall be



22















repeated if the relevant circumstances are continuing at the end of the interest period so set by the Agent.



	5.13	Notice of prepayment





If the Borrowers do not agree with an interest rate set by the Agent under Clause 5.12, the Borrowers may give the Agent not less than 30 days' notice of their intention to prepay the Loan at the end of the interest period set by the Agent.



	5.14	Prepayment; termination of Commitments





A notice under Clause 5.13 shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrowers' notice of intended prepayment; and:




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






	(b)	on the last Business Day of the interest period set by the Agent, the Borrowers shall prepay (without premium or penalty) the Loan or, as the case may be, the Affected Lender's Contribution, together with accrued interest thereon at the applicable rate plus the Margin and the Mandatory Cost (if any).








	5.15	Application of prepayment





The provisions of Clause 8 shall apply in relation to the prepayment.



	6	INTEREST PERIODS






	6.1	Commencement of Interest Periods





The first Interest Period applicable to an Advance shall commence on the Drawdown Date in respect of such Advance and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.



	6.2	Duration of normal Interest Periods





Subject to Clauses 6.3 and 6.4, each Interest Period shall be:



	(a)	3, 6 or 9 months as notified by the Borrowers to the Agent not later than 11.00 a.m. (Rotterdam time) 2 Business Days before the commencement of the Interest Period; or






	(b)	in the case of the first Interest Period applicable to the Top-Up Advance, a period ending on the last day of the Interest Period applicable to Advance A in respect of that Tranche, whereupon both Advances in respect of that Tranche shall be consolidated and treated as a single Advance;






	(c)	in the case of the first Interest Period applicable to the second Tranche, a period ending on the last day of the Interest Period applicable to the first Tranche, whereupon both Tranches shall be consolidated and treated as a single Tranche;






	(d)	3 months, if the Borrowers fail to notify the Agent by the time specified in paragraph (a); or






	(e)	such other period as the Agent may, with the authorisation of all the Lenders, agree with the Borrowers.






	6.3	Duration of Interest Periods for repayment instalments






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In respect of an amount due to be repaid under Clause 8 on a particular Repayment Date, an Interest Period shall end on that Repayment Date.



	6.4	Non-availability of matching deposits for Interest Period selected





If, after the Borrowers have selected and the Lenders have agreed an Interest Period longer than 6 months, any Lender notifies the Agent by 11.00 a.m. (Rotterdam time) on the third Business Day before the commencement of the Interest Period that it is not satisfied that deposits in Dollars for a period equal to the Interest Period will be available to it in the London Interbank Market when the Interest Period commences, the Interest Period shall be of 6 months.



	7	DEFAULT INTEREST






	7.1	Payment of default interest on overdue amounts





The Borrowers shall pay interest in accordance with the following provisions of this Clause 7 on any amount payable by the Borrowers under any Finance Document which the Agent, the Security Trustee or the other designated payee does not receive on or before the relevant date, that is:



	(a)	the date on which the Finance Documents provide that such amount is due for payment; or






	(b)	if a Finance Document provides that such amount is payable on demand, the date on which the demand is served; or






	(c)	if such amount has become immediately due and payable under Clause 19.4, the date on which it became immediately due and payable.






	7.2	Default rate of interest





Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Agent to be 2 per cent. above:



	(a)	in the case of an overdue amount of principal, the higher of the rates set out at Clauses 7.3(a) and 7.3(b); or






	(b)	in the case of any other overdue amount, the rate set out at Clause 7.3(b).






	7.3	Calculation of default rate of interest





The rates referred to in Clause 7.2 are:



	(a)	the rate applicable to the overdue principal amount immediately prior to the relevant date (but only for any unexpired part of any then current Interest Period applicable to it); and






	(b)	the aggregate of the Margin and the Mandatory Cost (if any) plus, in respect of successive periods of any duration (including at call) up to 3 months which the Agent may select from time to time:






		(i)	LIBOR; or






		(ii)	if the Agent (after consultation with the Reference Banks) determines that Dollar deposits for any such period are not being made available to any Reference Bank by leading banks in the London Interbank Market in the ordinary course of business, a rate from time to time determined by the Agent by reference to the cost of funds to






24















the Reference Banks from such other sources as the Agent (after consultation with the Reference Banks) may from time to time determine.



	7.4	Notification of interest periods and default rates





The Agent shall promptly notify the Lenders and the Borrowers of each interest rate determined by the Agent under Clause 7.3 and of each period selected by the Agent for the purposes of paragraph 7.3(b) of that Clause; but this shall not be taken to imply that the Borrowers are liable to pay such interest only with effect from the date of the Agent's notification.



	7.5	Payment of accrued default interest





Subject to the other provisions of this Agreement, any interest due under this Clause shall be paid on the last day of the period by reference to which it was determined; and the payment shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due.



	7.6	Compounding of default interest





Any such interest which is not paid at the end of the period by reference to which it was determined shall thereupon be compounded.



	7.7	Application to Master Agreement





For the avoidance of doubt, this Clause 7 does not apply to any amount payable under the Master Agreement in respect of any continuing Transaction as to which section 2(e) (Default Interest and Compensation) of the Master Agreement shall apply.



	8	REPAYMENT AND PREPAYMENT






	8.1	Amount of repayment instalments





The Borrowers shall repay each Tranche by 24 consecutive quarterly instalments as follows:



	(a)	the first repayment instalment (inclusive) to the fourth repayment instalment (inclusive), $500,000 each;






	(b)	the fifth repayment instalment (inclusive) to the eighth repayment instalment (inclusive), $512,500 each;






	(c)	the ninth repayment instalment (inclusive) to the twelfth repayment instalment (inclusive), $525,000 each;






	(d)	the thirteenth repayment instalment (inclusive) to the twenty-fourth repayment instalment (inclusive), $387,500 (inclusive); and






	(e)	a balloon instalment in the amount of $11,400,000 (the "Balloon Instalment")





Provided that if the amount drawn down in respect of a Tranche is less than $22,200,000, the repayment instalments and the Balloon Instalment in respect of that Tranche will be reduced pro rata by an amount in aggregate equal to such shortfall.



	8.2	Repayment Dates





The first instalment for each Tranche shall be repaid on the date falling 3 months after the Drawdown Date in respect of Advance A relating to that Tranche, each subsequent instalment shall be repaid at three-monthly intervals thereafter and the last instalment for



25















each Tranche together with the Balloon Instalment in respect thereof shall be repaid not later than the Final Maturity Date.



	8.3	Final Repayment Date





On the Final Maturity Date, the Borrowers shall additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under any Finance Document.



	8.4	Voluntary prepayment





Subject to the following conditions, the Borrowers may prepay the whole or any part of the Loan on the last day of an Interest Period.



	8.5	Conditions for voluntary prepayment





The conditions referred to in Clause 8.4 are that:



	(a)	a partial prepayment shall be $250,000 or a higher integral multiple of $250,000;






	(b)	the Agent has received from the Borrowers at least 15 days' prior written notice specifying the amount to be prepaid and the date on which the prepayment is to be made;






	(c)	the Borrowers have provided evidence satisfactory to the Agent that any consent required by either Borrower or any Security Party in connection with the prepayment has been obtained and remains in force, and that any requirement relevant to this Agreement which affects either Borrower or any Security Party has been complied with; and






	(d)	the Borrowers have complied with Clause 8.13 and 8.14 (if applicable) on or prior to the date of prepayment.






	8.6	Optional facility cancellation





The Borrowers shall be entitled, upon giving to the Agent not less than 5 Business Days' prior written cancellation notice which shall be irrevocable and shall, at the option of the Borrowers, specify whether such cancellation will be applied against a specific Tranche, in which case the Borrowers will specify the Tranche against which that cancellation should be applied. A failure by the Borrowers to make such a designation shall result in the cancellation being applied equally between the two Tranches to cancel, in whole or in part, and, if in part, by an amount not less than $250,000 or a higher multiple thereof (or such other amount acceptable to the Agent in its sole discretion), the undrawn balance of the Total Commitments. Upon such cancellation taking effect on expiry of a cancellation notice the several obligations of the Lenders to make their respective Commitments available in relation to the portion of the Total Commitments to which such cancellation notice relates shall terminate.



	8.7	Effect of notice of prepayment or cancellation





Neither a prepayment notice nor a cancellation notice may be withdrawn or amended without the consent of the Agent, given with the authorisation of the Majority Lenders, and:



	(a)	in the case of the prepayment notice the amount specified in that prepayment notice shall become due and payable by the Borrowers on the date for prepayment specified in the prepayment notice; and






	(b)	in the case of a cancellation notice, the amount cancelled shall be permanently cancelled and may not be borrowed.






	8.8	Notification of notice of prepayment






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The Agent shall notify the Lenders promptly upon receiving a cancellation notice or prepayment notice, and shall provide, in the case of a prepayment notice, any Lender which so requests with a copy of any document delivered by the Borrowers under Clause 8.5(c).



	8.9	Mandatory prepayment





The Borrowers shall be obliged to prepay the Relevant Amount if a Ship is sold (including, without limitation, if it is sold for scrap) or refinanced by another bank or financial institution or becomes a Total Loss:



	(a)	in the case of a sale, on or before the date on which the sale is completed by delivery of the Ship to the buyer; or






	(b)	in the case of a refinancing, on or before the date on which the refinancing is completed; or






	(c)	in the case of a Total Loss, on the earlier of the date falling 90 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss.





In this Clause 8.9 "Relevant Amount" means the greater of (i) the amount of the Tranche relative to the Ship which is to be sold and/or refinanced and/or has become Total Loss and (ii) an amount which after the application of the prepayment to be made pursuant to this Clause 8.8, results in the security cover ratio under Clause 15.1 being at least equal to the greater of (i) 130 per cent and (ii) the percentage which applied immediately prior to the sale of and/or Total Loss and/or the refinancing.



	8.10	Amounts payable on prepayment





A prepayment shall be made together with accrued interest (and any other amount payable under Clause 21 or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an Interest Period together with any sums payable under Clause 21.1(b) but without premium or penalty other than, if applicable, the Prepayment Fee pursuant to Clause 8.14



	8.11	Application of partial prepayment





Each partial prepayment made pursuant to:



		(a)	Clause 8.4 shall be applied pro rata against the then outstanding repayment instalments and the Balloon Instalment of the Tranche being prepaid as specified in Clause 8.1; and






		(b)	Clause 8.9 shall be applied in full repayment of the Tranche used to finance the Ship which has been sold, become a Total Loss or has been refinanced and any balance shall be applied against the remaining Tranche on a pro rata basis (in the manner described in paragraph (a) of this Clause 8.11).






	8.12	No reborrowing





No amount prepaid or repaid may be re-borrowed.



	8.13	Unwinding of Designated Transactions





On or prior to any repayment or prepayment of the Loan under this Clause 8 or any other provision of this Agreement, each Borrower shall wholly or partially reverse, offset, unwind or otherwise terminate one or more of the continuing Designated Transactions so that the notional principal amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled amortisation) exceed the amount of the Loan as reducing from time to time thereafter pursuant to Clause 8.1.



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	8.14	Prepayment Fee





If the Loan is prepaid in full through a refinancing by any bank or financial institution other than ABN AMRO Bank N.V. at any time during the period commencing from the Drawdown Date of the first Advance to be drawn under this Agreement and ending on the second anniversary thereof the Borrowers shall pay to the Lenders on the date on which such prepayment is effected pursuant to Clause 8 a prepayment fee (the "Prepayment Fee") of 2 per cent of the Loan outstanding at any relevant time.



	9	CONDITIONS PRECEDENT






	9.1	Documents, fees and no default





Each Lender's obligation to contribute to an Advance is subject to the following conditions precedent:



	(a)	that, on or before the service of the first Drawdown Notice, the Agent receives:






		(i)	the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and






		(ii)	the arrangement fee payable pursuant to Clause 20.1 and payment of any other fees and expenses payable pursuant to Clause 20.2;






	(b)	that, on each Drawdown Date but prior to the making of Advance A in respect of a Tranche to be advanced on that Drawdown Date, the Agent receives or is satisfied that it will receive on the making of such Advance A or the Delivery Date of the Ship financed by that Advance A the documents described in Part B of Schedule 3 in form and substance satisfactory to it and its lawyers;






	(c)	that, on each Drawdown Date but prior to the making of the Top-Up Advance in respect of a Tranche to be advance on that Drawdown Date, the Agent receives or is satisfied that it will receive on the making of such Top-Up Advance the documents described in Part C of Schedule 3 in form and substance satisfactory to it and its lawyers;






	(d)	that, on or before each Drawdown Date, the Agent receives all accrued commitment fee payable and, if applicable, the agency fee, pursuant to Clause 20.1 and payment of any expenses payable pursuant to Clause 20.2 which is due and payable on the Drawdown Date to which that Drawdown Notice relates;






	(e)	that both at the date of each Drawdown Notice and at each Drawdown Date:






		(i)	no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the relevant Advance;






		(ii)	the representations and warranties in Clause 10.1 and those of either Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and






		(iii)	none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and






		(iv)	there has been no material adverse change in the financial position, state of affairs or prospects of any of the Borrowers or the Corporate Guarantor in the light of which the Agent considers that there is a significant risk that the Borrowers (or either of them), the Corporate Guarantor or any other Security Party is, or will later






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become, unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; and



	(f)	that, if the ratio set out in Clause 15.1 were applied immediately following the making of an Advance, the Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and






	(g)	that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by notice to the Borrowers prior to the relevant Drawdown Date.






	9.2	Waiver of conditions precedent





If the Majority Lenders, at their discretion, permit an Advance to be borrowed before certain of the conditions referred to in Clause 9.1 are satisfied, the Borrowers shall ensure that those conditions are satisfied within 5 Business Days after the relevant Drawdown Date (or such longer period as the Agent may, with the authorisation of the Majority Lenders, specify).



	10	REPRESENTATIONS AND WARRANTIES






	10.1	General





Each Borrower represents and warrants to each Creditor Party as follows.



	10.2	Status





Each Borrower is a corporation duly incorporated and validly existing in good standing under the laws of the Republic of the Marshall Islands.



	10.3	Share capital and ownership





As of the date of this Agreement, each Borrower is authorized to issue 500 registered and/or bearer shares without par value owned free of any Security Interest or other claim except the Security Interests created in favour of the Security Trustee.



	10.4	Corporate power





Each Borrower has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:



	(a)	to carry out its business carried on or to be carried out by it and own its assets owned or to be owned by it;






	(b)	to execute the Shipbuilding Contract, to purchase and pay for the relevant Ship under the Shipbuilding Contract in relation to that Ship and register the relevant Ship in its name under the applicable Approved Flag;






	(c)	to execute the Finance Documents to which that Borrower is a party; and






	(d)	to borrow under this Agreement, to enter into Designated Transactions under the Master Agreement and to make all the payments contemplated by, and to comply with, those Finance Documents to which it is a party.






	10.5	Consents in force






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All the consents referred to in Clause 10.4 remain in force and nothing has occurred which makes any of them liable to revocation.



	10.6	Legal validity; effective Security Interests





The Finance Documents to which each Borrower is a party, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents):



	(a)	are in full force and effect;






	(b)	constitute that Borrower's legal, valid and binding obligations enforceable against that Borrower in accordance with their respective terms; and






	(c)	create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate, 





subject to any relevant insolvency laws affecting creditors' rights generally.



	10.7	No third party Security Interests





Without limiting the generality of Clause 10.6, at the time of the execution and delivery of each Finance Document to which a Borrower is a party:



	(a)	each Borrower which is a party to that Finance Document will have the right to create all the Security Interests which that Finance Document purports to create; and






	(b)	no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.






	10.8	No conflicts





The execution by each Borrower of each Finance Document to which it is a party and the Master Agreement, and the borrowing by that Borrower of the Loan, and its compliance with each Finance Document to which it is a party will not involve or lead to a contravention of:



	(a)	any applicable law or regulation; or






	(b)	the constitutional documents of that Borrower; or






	(c)	any contractual or other obligation or restriction which is binding on that Borrower or any of its assets.






	10.9	No withholding taxes





All payments which each Borrower is liable to make under the Finance Documents to which it is a party may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction. No Finance Document is subject to any filing or stamp duty in any Pertinent Jurisdiction.



	10.10	No default





No Event of Default or Potential Event of Default has occurred.



	10.11	Information






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All information which has been provided in writing by or on behalf of the Borrowers or any Security Party to any Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.5; all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.7; and there has been no material adverse change in the financial position or state of affairs of either Borrower from that disclosed in the latest of those accounts.



	10.12	No litigation





No legal or administrative action against either Borrower (including action relating to any alleged or actual breach of the ISM Code or the ISPS Code) has been commenced or taken or, to either Borrower's knowledge, is likely to be commenced or taken.



	10.13	Validity and completeness of the Underlying Documents






	(a)	the copies of the Underlying Documents delivered to the Agent before the date of this Agreement are true and complete copies;






	(b)	each Underlying Document constitutes valid, binding and enforceable obligations of the parties thereto in accordance with its terms; and






	(c)	other than those amendments, additions and waivers to the Underlying Documents disclosed to the Agent before the date of this Agreement or otherwise entered into in accordance with this Agreement, no amendments or additions to any Underlying Document have been agreed nor has a Borrower or the Builder, or as the case may be, the Approved Manager relative to that Underlying Document waived any of their respective rights under the Underlying Documents to which it is a party.






	10.14	No rebates etc.





There is no agreement or understanding to allow or pay any rebate, premium, commission, discount or other benefit or payment (howsoever described) to either Borrower, the Builder or a third party in connection with the purchase by either Borrower of the relevant Ship, other than as disclosed to the Lenders in writing on or prior to the date of this Agreement.



	10.15	Compliance with certain undertakings





At the date of this Agreement, the Borrowers are in compliance with Clauses 11.2, 11.4, 11.9, 11.13 and 13.



	10.16	Taxes paid





Each Borrower has paid all taxes applicable to, or imposed on or in relation to that Borrower, its business or the Ship owned by it.



	10.17	ISM Code and ISPS Code compliance





All requirements of the ISM Code and the ISPS Code as they relate to the Borrowers, the Approved Managers and the Ships have been or, will be, on or before the Delivery Date of the relevant Ship, complied with.



	10.18	No money laundering





Without prejudice to the generality of Clause 2.3, in relation to the borrowing by each Borrower, the performance and discharge of its obligations and liabilities under the Finance Documents, and the transactions and other arrangements affected or contemplated by the Finance Documents to which each Borrower is a party, each Borrower confirms (i) it is acting for its own account; (ii) it will use the proceeds of the Loan for its own benefit, under its full



31















responsibility and exclusively for the purposes specified in this Agreement; and (iii) that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of Directive (2005/60/EC) of the European Parliament and of the Council).



	10.19	No immunity





Neither Borrower, nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit attachment prior to judgement, execution or other enforcement).



	10.20	Pad passu ranking





The obligations of each Security Party under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.



	10.21	Title and ownership





The Borrower has good title to each of the assets owned or purported to be owned by it.



	10.22	No prior business





The Borrower has not traded or carried on business prior to the date of this Agreement other than the entering into the Underlying Documents.



	10.23	Employees and pension scheme obligations





The Borrower has no employees nor obligations in respect of any pensions scheme save for, and in relation to, the master, officers and crew of the Ship.



	10.24	Patriot Act





To the extent applicable each Borrower is in compliance with (i) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto and (ii) the PATRIOT Act. No part of the proceeds of the Loan will be used, directly or indirectly, for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.



	10.24	Repetition





The representations and warranties in this Clause 10 shall be deemed to be repeated by the Borrowers by reference to the facts and circumstances then existing on the date of each Drawdown Notice and the first day of each Interest Period.



	11	GENERAL UNDERTAKINGS






	11.1	General





Each Borrower undertakes with each Creditor Party to comply with the following provisions of this Clause 11 at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit in writing.



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	11.2	Title; negative pledge





Each Borrower will:



	(a)	as from the relevant Delivery Date, hold the legal title to, and own the entire beneficial interest in the Ship owned by it, her Insurances and Earnings, free from all Security Interests and other interests and rights of every kind, except for those created by the Finance Documents and the effect of assignments contained in the Finance Documents and except for Permitted Security Interests;






	(b)	not create or permit to arise any Security Interest (except for Permitted Security Interests) over any other asset, present or future (including, but not limited to, that Borrower's rights against the Swap Bank under the Master Agreement or all or any part of that Borrower's interest in any amount payable to that Borrower by the Swap Bank under the Master Agreement); and






	(c)	procure that its liabilities under the Finance Documents to which it is a party do and will rank at least pan passu with all its other present and future unsecured and unsubordinated liabilities, except for liabilities which are mandatorily preferred by law.






	11.3	No disposal of assets





Neither Borrower will transfer, lease or otherwise dispose of:



	(a)	all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not; or






	(b)	any debt payable to it or any other right (present, future or contingent right) to receive a payment, including any right to damages or compensation, 





but paragraph (a) does not apply to any charter of a Ship as to which Clause 14.13 applies.



	11.4	No other liabilities or obligations to be incurred





Neither Borrower will incur any liability or obligation except:



	(a)	liabilities and obligations under the Underlying Documents and the Finance Documents to which it is a party;






	(b)	liabilities or obligations reasonably incurred in the normal course of its business of trading, operating and chartering the Ship owned by it; and






	(c)	in respect of the Designated Transactions.






	11.5	Information provided to be accurate





All financial and other information which is provided in writing by or on behalf of a Borrower under or in connection with any Finance Document will be true and not misleading and will not omit any material fact or consideration.



	11.6	Provision of financial statements





Each Borrower will send or procure that are sent to the Agent:



	(a)	as soon as possible, but in no event later than 180 days after the end of each Financial Year of the Borrowers, the annual audited accounts of each Borrower for that Financial Year (commencing with accounts for the year ending 31 December 2015);






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	(b)	as soon as possible, but in no event later than 180 days after the end of the Financial Year of the Corporate Guarantor, the annual audited (consolidated) accounts of the Group for that Financial Year (commencing with accounts for the year ending 31 December 2015); and






	(c)	as soon as possible, but in no event later than 90 days after the end of the 6-month period ending on 30 June in each Financial Year of the Borrowers, the management accounts of each Borrower which show the operation of its Ship for the preceding 6-month period (commencing with the 6-month period ending 30 June 2015) and in a format approved by the Agent which are certified as to their correctness by an authorised officer of the Corporate Guarantor to which the accounts relate; and






	(d)	promptly after each request by the Agent, such further financial information about the Borrowers, the Ships and the Corporate Guarantor (including, but not limited to, Charter arrangements, Financial Indebtedness and operating expenses) as the Agent may require.






	11.7	Form of financial statements





All accounts delivered under Clause 11.6 will:



	(a)	be prepared in accordance with all applicable laws and GAAP;






	(b)	give a true and fair view of the state of affairs of the relevant Borrower and the Group at the date of those accounts and of its profit for the period to which those accounts relate; and






	(c)	fully disclose or provide for all significant liabilities of the relevant Borrower and the Group.






	11.8	Shareholder and creditor notices





Upon the occurrence of an Event of Default each Borrower will send to the Agent, at the same time as they are despatched, copies of all communications which are despatched to that Borrower's shareholders or creditors or any class of them.



	11.9	Consents





Each Borrower will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Agent of, all consents required:



	(a)	for that Borrower to perform its obligations under the Underlying Documents and any Finance Document to which it is a party;






	(b)	for the validity or enforceability under the Underlying Documents and any Finance Document to which it is a party; and






	(c)	for that Borrower to continue to own and operate the Ship owned by it, and that Borrower will comply with the terms of all such consents.






	11.10	Maintenance of Security Interests





Each Borrower will:



	(a)	at its own cost, do all that it is necessary to ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create; and






	(b)	without limiting the generality of paragraph (a), at its own cost, promptly register, file, record or enrol any Finance Document with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document, give any notice or take any other step which, in the opinion of the






34















Majority Lenders, is or has become necessary or desirable for any Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.



	11.11	Notification of litigation





Each Borrower will provide the Agent with details of any legal or administrative action involving that Borrower, any Security Party, an Approved Manager or the Ship owned by it, the Earnings or the Insurances as soon as such action is instituted or it becomes apparent to that Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document and the Borrower shall procure that reasonable measures are taken to defend any such legal or administrative action.



	11.12	No amendment to Master Agreement





Neither Borrower will agree to any amendment or supplement to, or waive or fail to enforce, the Master Agreement or any of its provisions.



	11.13	No amendment to an Underlying Document





Neither Borrower will agree to any amendment or supplement to, or waive or fail to enforce, the Underlying Document to which it is a party or any of its provisions.



	11.14	Principal place of business





Each Borrower will maintain its place of business, and keep its corporate documents and records, at the address stated in Clause 28.2(a); and neither Borrower will establish, or do anything as a result of which it would be deemed to have, a place of business in any country other than Greece and Monaco.



	11.15	Confirmation of no default





Each Borrower will, within 2 Business Days after service by the Agent of a written request, serve on the Agent a notice which is signed by the authorised representative or a director of that Borrower and which:



	(a)	states that no Event of Default or Potential Event of Default has occurred; or






	(b)	states that no Event of Default or Potential Event of Default has occurred, except for a specified event or matter, of which all material details are given.





The Agent may serve requests under this Clause 11.15 from time to time but only if asked to do so by a Lender or Lenders having Contributions exceeding 10 per cent. of the Loan or (if no Advances have been made) Commitments exceeding 10 per cent. of the Total Commitments; and this Clause 11.15 does not affect the Borrowers' obligations under Clause 11.16.



	11.16	Notification of default





Each Borrower will notify the Agent as soon as that Borrower becomes aware of:



	(a)	the occurrence of an Event of Default or a Potential Event of Default; or






	(b)	any matter which indicates that an Event of Default or a Potential Event of Default may have occurred, 





and will keep the Agent fully up-to-date with all developments.



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	11.17	Provision of further information





Each Borrower will, as soon as practicable after receiving the request, provide the Agent with any additional financial or other information relating:



	(a)	to the Borrowers, the Group, the Ships, the other Fleet Vessels, their Insurances or their Earnings (including, but not limited to, any sales or purchases of any Fleet Vessels, the incurrence of Financial Indebtedness by members of the Group, the refinancing or restructuring of any loan or credit facilities to which any members of the Group are a party and details of the employment of the Fleet Vessels) as the Agent may reasonably require; or






	(b)	to any other matter relevant to, or to any provision of, a Finance Document, 





which may be requested by the Agent, the Security Trustee or any Lender at any time.



	11.18	Provision of copies and translation of documents





Each Borrower will supply the Agent with a sufficient number of copies of the documents referred to above to provide 1 copy for each Creditor Party; and if the Agent so requires in respect of any of those documents, the Borrowers will provide a certified English translation prepared by a translator approved by the Agent.



	11.19	Minimum Liquidity





Each Borrower undertakes to maintain in its Retention Account from the Drawdown Date of Advance A financing the Ship owed or to be owed by it and at all times thereafter, a credit balance of not less than $500,000 (the "Minimum Liquidity Amount").



	11.20	"Know your customer" checks





If:



	(a)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;






	(b)	any change in the status of either Borrower or any Security Party after the date of this Agreement; or






	(c)	a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer, 





obliges the Agent or any Lender (or, in the case of paragraph (c), any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrowers shall promptly upon the request of the Agent or the Lender concerned supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or the Lender concerned (for itself or, in the case of the event described in paragraph (c), on behalf of any prospective new Lender) in order for the Agent, the Lender concerned or, in the case of the event described in paragraph ©, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.



	11.21	Sanctions and compliance with laws






	(a)	Compliance with laws






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Each Borrower shall, and shall procure that each Security Party and each other member of the Group and each Affiliate or of any of them shall, comply in all respect with all Sanctions.



	(b)	Sanctions






		(i)	Each Borrower undertakes that it, and shall procure that each Security Party and any other member of the Group or any Affiliate of any of them, or any director, officer, agent, employee or person acting on behalf of the foregoing, is not a Restricted Person and does not act directly or indirectly on behalf of a Restricted Person.






		(ii)	Each Borrower shall, and shall procure that each Security Party and any other member of the Group and each Affiliate of any of them shall, not use any revenue or benefit derived from any activity or dealing with a Restricted Person in discharging any obligation due or owing to the Creditor Parties.






		(iii)	Each Borrower shall, and shall procure that each Security Party shall, procure that no proceeds from any activity or dealing with a Restricted Person are credited to any bank account held with any Creditor Party in its name or in the name of any Security Party or any other member of the Group or any Affiliate of any of them.






		(iv)	Each Borrower undertakes that it, and shall procure that each Security Party and other member of the Group and each Affiliate of any of them, has taken reasonable measures to ensure compliance with Sanctions.






		(v)	Each Borrower shall, and shall procure that each Security Party and each other member of the Group shall, to the extent permitted by law promptly upon becoming aware of them supply to the Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority.






		(vi)	Each Borrower shall not accept, and shall procure that no Security Party shall, obtain or receive any goods or services from any Restricted Person, except (without limiting paragraph (i) of Clause 11.19(b), to the extent relating to any warranties and/or guarantees given and/or liabilities incurred in respect of an activity or dealing with a Restricted Person by any Security Party in accordance with this Agreement.






	(c)	Use of proceeds






		(i)	The Borrower shall not, and shall procure that no Security Party or member of the Group and any Affiliate of them shall not, permit or authorise any other person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of the Loan or other transactions contemplated by this Agreement to fund or facilitate trade, business or other activities: (a) involving or for the benefit of any Restricted Person; or (b) in any other manner that could result in any Security Party or a Creditor Party being in breach of any Sanctions or becoming a Restricted Person.






		(ii)	Each party to this Agreement acknowledges and agrees that the Borrower does not undertake under paragraphs (a) to (c) (inclusive) above in favour of any Lender incorporated or having its registered office in the Federal Republic of Germany and no such Lender shall have any right thereunder and shall be deemed not to be a party to the provisions of this Clause 11.21.






	11.22	Ownership





Each Borrower shall procure that there is no change in the legal ownership of its shares throughout the Security Period.



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	12	CORPORATE UNDERTAKINGS






	12.1	General





Each Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 12 at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit in writing.



	12.2	Maintenance of status





Each Borrower will maintain its separate corporate existence and remain in good standing under the laws of The Marshall Islands.



	12.3	Negative undertakings





Neither Borrower will:



	(a)	change the nature of its business; or






	(b)	pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital (the "Distribution") if there is an Event of Default or would result from the Distribution;






	(c)	provide any form of credit or financial assistance to:






		(i)	a person who is directly or indirectly interested in that Borrower's share or loan capital; or






		(ii)	any company in or with which such a person is directly or indirectly interested or connected,





or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that Borrower than those which it could obtain in a bargain made at arms' length;



	(d)	open or maintain any account with any bank or financial institution except accounts with the Agent for the purposes of the Finance Documents;






	(e)	issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital;






	(f)	acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks or enter into any transaction in a derivative other than the Designated Transactions;






	(g)	enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or






	(h)	change its constitutional documents.






	13	INSURANCE






	13.1	General





Each Borrower also undertakes with each Creditor Party to comply (following the Delivery Date applicable to its Ship and while that Ship is subject to a Mortgage) with the following provisions of this Clause 13 at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.



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	13.2	Maintenance of obligatory insurances





Each Borrower shall keep the Ship owned by it insured at the expense of that Borrower against:



	(a)	fire and usual marine risks (including increased value, hull and machinery and excess risks);






	(b)	war risks;






	(c)	protection and indemnity risks; and






	(d)	any other risks against which the Security Trustee considers, having regard to practices and other circumstances prevailing at the relevant time, it would in the opinion of the Security Trustee be reasonable for that Borrower to insure and which are specified by the Security Trustee by notice to that Borrower.






	13.3	Terms of obligatory insurances





Each Borrower shall effect such insurances:



	(a)	in Dollars;






	(b)	in the case of fire and usual marine risks and war risks, in such amount as shall from time to time be approved by the Security Trustee but in any event in an amount not less than the greater of (i) an amount which when aggregated with the insured value of the other Ships then subject to a Mortgage, 120 per cent. of the Loan and (ii) the Market Value of the Ship owned by it;






	(c)	in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market;






	(d)	in relation to protection and indemnity risks in respect of the full value and tonnage of the Ship owned by it;






	(e)	on such terms as shall from time to time be approved in writing by the Security Trustee (including, without limitation, a blocking and trapping clause);






	(f)	on approved terms; and






	(g)	through approved brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.






	13.4	Further protections for the Creditor Parties





In addition to the terms set out in Clause 13.3, each Borrower shall procure that the obligatory insurances effected by it shall:



	(a)	subject always to paragraph (b), name that Borrower as the sole named assured and the Technical Manager as co-assured unless the interest of every other named assured is limited:






		(i)	in respect of any obligatory insurances for hull and machinery and war risks;






		(A)	to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and






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		(B)	to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and






		(ii)	in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it;





and every other named assured has undertaken in writing to the Security Trustee (in such form as it requires) that any deductible shall be apportioned between that Borrower and every other named assured in proportion to the gross claims made or paid by each of them and that it shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;



	(b)	whenever the Security Trustee requires, name (or be amended to name) the Security Trustee as additional named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Trustee, but without the Security Trustee thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;






	(c)	name the Security Trustee as loss payee with such directions for payment as the Security Trustee may specify;






	(d)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Trustee shall be made without set-off, counterclaim or deductions or condition whatsoever;






	(e)	provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Trustee or any other Creditor Party; and






	(f)	provide that the Security Trustee may make proof of loss if that Borrower fails to do so.






	13.5	Renewal of obligatory insurances





Each Borrower shall:



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






		(i)	notify the Security Trustee of the brokers (or other insurers) and any protection and indemnity or war risks association through or with whom that Borrower proposes to renew that obligatory insurance and of the proposed terms of renewal; and






		(ii)	obtain the Security Trustee's approval to the matters referred to in paragraph (i);






	(b)	at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Security Trustee's approval pursuant to paragraph (a); and






	(c)	procure that the approved brokers and/or the war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Security Trustee in writing of the terms and conditions of the renewal.






	13.6	Copies of policies; letters of undertaking





Each Borrower shall ensure that all approved brokers provide the Security Trustee with pro forma copies of all policies relating to the obligatory insurances which they are to effect or



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renew and of a letter or letters of undertaking in a form required by the Security Trustee and including undertakings by the approved brokers that:



	(a)	they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 13.4;






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






	(c)	they will advise the Security Trustee immediately of any material change to the terms of the obligatory insurances;






	(d)	they will notify the Security Trustee, not less than 14 days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions from that Borrower or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Security Trustee of the terms of the instructions; and






	(e)	they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by that Borrower under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of that Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts, and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts, and will arrange for a separate policy to be issued in respect of that Ship forthwith upon being so requested by the Security Trustee.






	13.7	Copies of certificates of entry





Each Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Ship owned by it is entered provides the Security Trustee with:



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






	(b)	a letter or letters of undertaking in such form as may be required by the Security Trustee;






	(c)	where required to be issued under the terms of insurance/indemnity provided by a Borrower's protection and indemnity association, a certified copy of each United Sates of America voyage quarterly declaration (or other similar document or documents) made by that Borrower in accordance with the requirements of such protections and indemnity association; and






	(d)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to that Ship.






	13.8	Deposit of original policies





Each Borrower shall ensure that all policies relating to obligatory insurances effected by it are deposited with the approved brokers through which the insurances are effected or renewed.



	13.9	Payment of premiums





Each Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts when so required by the Security Trustee.



	13.10	Guarantees






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Each Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.



	13.11	Restructuring on employment





Neither Borrower shall employ its Ship, nor shall permit it to be employed, outside the cover provided by any obligatory insurances.



	13.12	Compliance with terms of insurances





Neither Borrower shall do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in particular:



	(a)	each Borrower shall take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in Clause 13.6(c)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Security Trustee has not given its prior approval;






	(b)	neither Borrower shall make any changes relating to the classification or classification society or manager or operator of the Ship owned by it approved by the underwriters of the obligatory insurances;






	(c)	each Borrower shall make (and promptly supply copies to the Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Ship owned by it is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and






	(d)	neither Borrower shall employ the Ship owned by it, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.






	13.13	Alteration to terms of insurances





Neither Borrower shall either make or agree to any alteration to the terms of any obligatory insurance nor waive any right relating to any obligatory insurance.



	13.14	Settlement of claims





Neither Borrower shall settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.



	13.15	Provision of copies of communications





Each Borrower shall provide the Security Trustee, at the time of each such communication, copies of all written communications between that Borrower and:



	(a)	the approved brokers;






	(b)	the approved protection and indemnity and/or war risks associations; and






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	(c)	the approved insurance companies and/or underwriters, which relate directly or indirectly to:






		(i)	that Borrower's obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls;






		(ii)	any credit arrangements made between that Borrower and any of the persons referred to in paragraphs (a) or (b) relating wholly or partly to the effecting or maintenance of the obligatory insurances; and






		(iii)	a claim under any obligatory insurances of the Ship.






	13.16	Provision of information





In addition, each Borrower shall promptly provide the Security Trustee (or any persons which it may designate) with any information which the Security Trustee (or any such designated person) requests for the purpose of:



	(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or






	(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 13.18 or dealing with or considering any matters relating to any such insurances, 





and the Borrowers shall, forthwith upon demand, indemnify the Security Trustee in respect of all fees and other expenses incurred by or for the account of the Security Trustee in connection with any such report as is referred to in paragraph (a).



	13.17	Mortgagee's interest marine insurance and additional perils insurance





The Security Trustee shall be entitled from time to time to effect, maintain and renew a mortgagee's interest marine insurance and mortgagee's interest additional perils insurance in an amount not less than 120 per cent. of the Loan on such terms, through such insurers and generally in such manner as the Security Trustee may from time to time consider appropriate and each Borrower shall upon demand fully indemnify the Creditor Parties in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.



	13.18	Review of insurance requirements





The Security Trustee shall be entitled to review the requirements of this Clause 13 from time to time in order to take account of any changes in circumstances after the date of this Agreement which are, in the opinion of the Security Trustee, significant and capable of affecting the Borrowers, the Ships and their Insurances (including, without limitation, changes in the availability or the cost of insurance coverage or the risks to which each Borrower may be subject), and may appoint insurance consultants in relation to this review at the cost of the relevant Borrower.



	13.19	Modification of insurance requirements





The Security Trustee shall notify the Borrowers of any proposed modification under Clause 13.18 to the requirements of this Clause 13 which the Security Trustee reasonably consider appropriate in the circumstances, and such modification shall take effect on and from the date it is notified in writing to the relevant Borrower as an amendment to this Clause 13 and shall bind that Borrower accordingly.



	13.20	Compliance with mortgagee's instructions






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The Security Trustee shall be entitled (without prejudice to or limitation of any other rights which it may have or acquire under any Finance Document) to require a Ship to remain at any safe port or to proceed to and remain at any safe port designated by the Security Trustee until the Borrower owning that Ship implements any amendments to the terms of the obligatory insurances and any operational changes required as a result of a notice served under Clause 13.19.



	14	SHIP COVENANTS






	14.1	General





Each Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 14 at all times during the Security Period (following the Delivery Date applicable to its Ship except as the Agent, with the authorisation of the Majority Lenders, may otherwise permit in writing.



	14.2	Ship's name and registration





Each Borrower shall keep the Ship owned by it registered in its name under an Approved Flag; shall not do, omit to do or allow to be done anything as a result of which such registration might be cancelled or imperilled; and shall not change the name or port of registry of the Ship owned by it.



	14.3	Repair and classification





Each Borrower shall keep the Ship owned by it in a good and safe condition and state of repair:



	(a)	consistent with first-class ship ownership and management practice;






	(b)	so as to maintain the highest class free of overdue recommendations and conditions, with a classification society which is a member of IACS and acceptable to the Agent; and






	(c)	so as to comply with all laws and regulations applicable to vessels registered at ports in the applicable Approved Flag State or to vessels trading to any jurisdiction to which that Ship may trade from time to time, including but not limited to the ISM Code and the ISPS Code.






	14.4	Classification society undertaking





Each Borrower shall instruct the classification society referred to in Clause 14.3 (and procure that the classification society undertakes with the Agent) in relation to its Ship:



	(a)	to send to the Agent, following receipt of a written request from the Agent, certified true copies of all original class records and any other related records held by the classification society in relation to its Ship;






	(b)	to allow the Agent (or its agents), at any time and from time to time, to inspect the original class and related records of its Ship at the offices of the classification society and to take copies of them;






	(c)	to notify the Agent immediately in writing if the classification society:






		(i)	receives notification from a Borrower or any person that its Ship's classification society is to be changed; or






		(ii)	becomes aware 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






44















the rules or terms and conditions of a Borrower's or its Ship's membership of the classification society;



	(d)	following receipt of a written request from the Agent:






		(I)	to confirm that a Borrower is not in default of any of its contractual obligations or liabilities to the classification society and, without limiting the foregoing, that it has paid in full all fees or other charges due and payable to the classification society; or






		(ii)	if a Borrower is in default of any of its contractual obligations or liabilities to the classification society, to specify to the Agent in reasonable detail the facts and circumstances of such default, the consequences thereof, and any remedy period agreed or allowed by the classification society.






	14.5	Modification





Neither Borrower shall make any modification or repairs to, or replacement of, any Ship or equipment installed on it which would or might materially alter the structure, type or performance characteristics of that Ship or materially reduce its value.



	14.6	Removal of parts





Neither Borrower shall remove any material part of any Ship, or any item of equipment installed on, any Ship unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Security Trustee and becomes on installation on the relevant Ship the property of the relevant Borrower and subject to the security constituted by the relevant Mortgage Provided that a Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship owned by it.



	14.7	Surveys





Each Borrower shall submit the Ship owned by it regularly to all periodical or other surveys which may be required for classification purposes and, if so required by the Security Trustee provide the Security Trustee, with copies of all survey reports prepared by surveyors appointed by the Borrower and, if required by the Security Trustee, by a surveyor appointed by the Security Trustee at the Borrower's cost.



	14.8	Inspection





Each Borrower shall permit the Security Trustee (by surveyors or other persons appointed by it for that purpose) to board the Ship owned by it at all reasonable times at the cost of the Borrower to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.



	14.9	Prevention of and release from arrest





Each Borrower shall promptly discharge:



	(a)	all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Ship owned by it, the Earnings or the Insurances;






	(b)	all taxes, dues and other amounts charged in respect of the Ship owned by it, the Earnings or the Insurances; and






	(c)	all other outgoings whatsoever in respect of the Ship owned by it, the Earnings or the Insurances,






45















and, forthwith upon receiving notice of the arrest of the Ship owned by it, or of its detention in exercise or purported exercise of any such lien or claim, that Borrower shall procure its release by providing bail or otherwise as the circumstances may require.



	14.10	Compliance with laws etc.





Each Borrower shall:



	(a)	comply, or procure compliance with the ISM Code, the ISPS Code, all Environmental Laws and all other laws or regulations relating to the Ship owned by it, its ownership, operation and management or to the business of that Borrower;






	(b)	not employ the Ship owned by it nor allow its employment in any manner contrary to any applicable law or regulation in any relevant jurisdiction including but not limited to the ISM Code and the ISPS Code; and






	(c)	in the event of hostilities in any part of the world (whether war is declared or not), not cause or permit the Ship owned by it to enter or trade to any zone which is declared a war zone by any government or by the Ship's war risks insurers unless the prior written consent of the Security Trustee has been given and that Borrower has (at its expense) effected any special, additional or modified insurance cover which the Security Trustee may require.






	14.11	Provision of information





Each Borrower shall promptly provide the Security Trustee with any information which it requests regarding:



	(a)	the Ship owned by it, its employment, position and engagements;






	(b)	the Earnings and payments and amounts due to the master and crew of the Ship owned by it;






	(c)	any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of the Ship owned by it and any payments made in respect of that Ship;






	(d)	any towages and salvages; and






	(e)	its compliance, the Approved Managers' compliance and the compliance of the Ship owned by it with the ISM Code and the ISPS Code,





and, upon the Security Trustee's request, provide copies of any current charter relating to the Ship owned by it, of any current charter guarantee and copies of the Borrower's or the Approved Managers' Document of Compliance.



	14.12	Notification of certain events





Each Borrower shall immediately notify the Security Trustee by fax, of:



	(a)	any casualty which is or is likely to be or to become a Major Casualty;






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






	(c)	any requirement or recommendation made by any insurer or classification society or by any competent authority which is not immediately complied with;






46
















	(d)	any arrest or detention of the Ship owned by it, any exercise or purported exercise of any lien on that Ship or its Earnings or any requisition of that Ship for hire;






	(e)	any intended dry docking of the Ship owned by it; 






	(f)	any Environmental Claim made against that Borrower or in connection with the Ship owned by it, or any Environmental Incident;






	(g)	any claim for breach of the ISM Code or the ISPS Code being made against that Borrower, an Approved Manager or otherwise in connection with the Ship owned by it; or






	(h)	any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with, 






	(i)	and that Borrower shall keep the Security Trustee advised in writing on a regular basis and in such detail as the Security Trustee shall require of that Borrower's, the Approved Managers or any other person's response to any of those events or matters.






	14.13	Restrictions on chartering, appointment of managers etc.





Neither Borrower shall, in relation to the Ship owned by it:



	(a)	let that Ship on demise charter for any period;






	(b)	other that the Approved Charter, enter into any time or consecutive voyage charter in respect of that Ship for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 months;






	(c)	enter into any charter in relation to that Ship under which more than 2 months' hire (or the equivalent) is payable in advance;






	(d)	charter that Ship otherwise than on bona fide arm's length terms at the time when that Ship is fixed;






	(e)	appoint a manager of that Ship other than the Approved Managers or agree to any alteration to the terms of the Approved Managers' appointment;






	(f)	de-activate or lay up that Ship; or






	(g)	put that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other currency) unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason.






	14.14	Notice of Mortgage





Each Borrower shall keep the relevant Mortgage registered against the Ship owned by it as a valid first priority or preferred mortgage, carry on board that Ship a certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the Master's cabin of that Ship a framed printed notice stating that that Ship is mortgaged by that Borrower to the Security Trustee.



	14.15	Sharing of Earnings





Neither Borrower shall:



	(a)	enter into any agreement or arrangement for the sharing of any Earnings;






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	(b)	enter into any agreement or arrangement for the postponement of any date on which any Earnings are due; the reduction of the amount of any Earnings or otherwise for the release or adverse alteration of any right of a Borrower to any Earnings.






	14.16	ISPS Code





Each Borrower shall comply with the ISPS Code and in particular, without limitation, shall:



	(a)	procure that the Ship owned by that Borrower and the company responsible for that Ship's compliance with the ISPS Code comply with the ISPS Code; and






	(b)	maintain for that Ship an ISSC; and






	(c)	notify the Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.






	14.17	Charterparty Assignment





If a Borrower enters into any Charter (subject to obtaining the consent of the Agent in accordance with Clause 14.13(b)), the Borrower shall at the request of the Agent, execute in favour of the Security Trustee a Charterparty Assignment and shall:



	(a)	serve notice of the Charterparty Assignment on the charterer and procure that the charterer acknowledges such notice in such form as the Agent may approve or require; and






	(b)	deliver to the Agent such other documents equivalent to those referred to at paragraphs 3, 4 and 5 of Schedule 3, Part A as the Agent may require.






	14.18	Responsible Ship Recycling





If a Ship is sold for scrapping, the Borrower owning that Ship shall ensure that that Ship shall be dismantled in a safe, sustainable and socially and environmentally responsible way.



	15	SECURITY COVER






	15.1	Minimum required security cover





Clause 15.2 applies if the Agent notifies the Borrowers that:



	(a)	the aggregate of the Market Value of the Ships subject to a Mortgage; plus






	(b)	the net realisable value of any additional security previously provided under this Clause 15,





is below 130 per cent. of the aggregate of the Loan and any negative sums arising under any Transactions entered into pursuant to the Master Agreement.



	15.2	Provision of additional security; prepayment





If the Agent serves a notice on the Borrowers under Clause 15.1, the Borrowers shall prepay such part at least of the Loan as will eliminate the shortfall on or before the date falling 30 days after the date on which the Agent's notice is served under Clause 15.1 (the "Prepayment Date") unless at least 1 Business Day before the Prepayment Date the Borrowers have provided, or ensured that a third party has provided, additional security which, in the opinion of the Majority Lenders, has a net realisable value at least equal to the shortfall and is documented in such terms as the Agent may, with the authorisation of the Majority Lenders, approve or require.



	15.3	Valuation of Ships






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The Market Value of a Ship (or any other Fleet Vessel) at any date is that shown by taking the arithmetic means of two valuations addressed to the Agent, each valuation to be prepared:



		(a)	as at a date not more than 30 days previously;






		(b)	by an Approved Broker selected and appointed by the Agent;






		(c)	with or without physical inspection of the Ship (as the Agent may require);






		(d)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment; and






		(e)	after deducting the estimate amount of the usual and reasonable expenses which would be incurred in connection with the sale.





Provided that if the valuations obtained at any time pursuant to this Clause 15.3 differ by at least 10 per cent. the Agent may select a third Approved Broker to provide a valuation of that Ship in accordance with this Clause 15.3 and the Market Value of that Ship shall be the arithmetic average of the three valuations.



	15.4	Value of additional vessel security





The net realisable value of any additional security which is provided under Clause 15.2 and which consists of a Security Interest over a vessel shall be that shown by a valuation complying with the requirements of Clause 15.3.



	15.5	Valuations binding





Any valuation under Clause 15.2, 15.3 or 15.4 shall be binding and conclusive as regards the Borrowers, as shall be any valuation which the Majority Lenders make of any additional security which does not consist of or include a Security Interest.



	15.6	Provision of information





The Borrowers shall promptly provide the Agent and any Approved Broker or expert acting under Clause 15.3 or 15.4 with any information which the Agent or the Approved Broker or expert may request for the purposes of the valuation; and, if the Borrowers fail to provide the information by the date specified in the request, the valuation may be made on any basis and assumptions which the Approved Broker or the Majority Lenders (or the expert appointed by them) consider prudent.



	15.7	Frequency of valuations





Each Borrower acknowledges and agrees that the Agent may commission valuation(s) of the Ship at such times as the Agent shall deem necessary.



	15.8	Payment of valuation expenses





Without prejudice to the generality of the Borrowers' obligations under Clauses 20.1, 20.3 and 21.3, the Borrowers shall, on demand, pay the Agent the amount of the fees and expenses of any Approved Broker or expert instructed by the Agent under this Clause and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause Provided that unless an Event of Default has occurred which is continuing, the Borrowers shall only be obliged to pay the fees and expenses for two sets of valuations for each Ship in each calendar year.



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	15.9	Application of prepayment





Clause 8.10 shall apply in relation to any prepayment pursuant to Clause 15.1.



	16	PAYMENTS AND CALCULATIONS






	16.1	Currency and method of payments





All payments to be made by the Lenders or by either Borrower under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it:



	(a)	by not later than 11.00 a.m. (New York City time) on the due date;






	(b)	in same day Dollar funds settled through the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the Agent shall specify as being customary at the time for the settlement of international transactions of the type contemplated by this Agreement);






	(c)	in the case of an amount payable by a Lender to the Agent or by either Borrower to the Agent or any Lender, to the account of the Agent with correspondent bank Deutsche Bank at Trust Company America, New York (SWIFT: ABNANL2A and account number: 04-013-685) with reference "Monte Carlo 37 and Monte Carlo 39 — US$44,400,000 facility", or to such other account with such other bank as the Agent may from time to time notify to the Borrowers and the other Creditor Parties; and






	(d)	in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrowers and the other Creditor Parties.






	16.2	Payment on non-Business Day





If any payment by either Borrower under a Finance Document would otherwise fall due on a day which is not a Business Day:



	(a)	the due date shall be extended to the next succeeding Business Day; or






	(b)	if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day, and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date.






	16.3	Basis for calculation of periodic payments





All interest and commitment fee and any other payments under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.



	16.4	Distribution of payments to Creditor Parties





Subject to Clauses 16.5, 16.6 and 16.7:



	(a)	any amount received by the Agent under a Finance Document for distribution or remittance to a Lender, the Swap Bank or the Security Trustee shall be made available by the Agent to that Lender, the Swap Bank or, as the case may be, the Security Trustee by payment, with funds having the same value as the funds received, to such account as the Lender, the Swap Bank or the Security Trustee may have notified to the Agent not less than 5 Business Days previously; and






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	(b)	amounts to be applied in satisfying amounts of a particular category which are due to the Lenders and/or the Swap Bank generally shall be distributed by the Agent to each Lender and the Swap Bank pro rata to the amount in that category which is due to it.






	16.5	Permitted deductions by Agent





Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent may, before making an amount available to a Lender or the Swap Bank, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender or the Swap Bank under any Finance Document or any sum which the Agent is then entitled under any Finance Document to require that Lender or the Swap Bank to pay on demand.



	16.6	Agent only obliged to pay when monies received





Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent shall not be obliged to make available to either Borrower or any Lender or the Swap Bank any sum which the Agent is expecting to receive for remittance or distribution to that Borrower or that Lender or the Swap Bank until the Agent has satisfied itself that it has received that sum.



	16.7	Refund to Agent of monies not received





If and to the extent that the Agent makes available a sum to a Borrower or a Lender or the Swap Bank, without first having received that sum, that Borrower or (as the case may be) the Lender or the Swap Bank concerned shall, on demand:



	(a)	refund the sum in full to the Agent; and






	(b)	pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding or other loss, liability or expense incurred by the Agent as a result of making the sum available before receiving it.






	16.8	Agent may assume receipt





Clause 16.7 shall not affect any claim which the Agent has under the law of restitution, and applies irrespective of whether the Agent had any form of notice that it had not received the sum which it made available.



	16.9	Creditor Party accounts





Each Creditor Party shall maintain accounts showing the amounts owing to it by the Borrowers and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrowers and any Security Party.



	16.10	Agent's memorandum account





The Agent shall maintain a memorandum account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrowers and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrowers and any Security Party.



	16.11	Accounts prima facie evidence





If any accounts maintained under Clauses 16.9 and 16.10 show an amount to be owing by a Borrower or a Security Party to a Creditor Party, those accounts shall be prima facie evidence that that amount is owing to that Creditor Party.



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	17	APPLICATION OF RECEIPTS






	17.1	Normal order of application





Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:



	(a)	FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions:






		(i)	first, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (H) and (Hi) (including, but without limitation, all amounts payable by either Borrower under Clauses 20, 21 and 22 of this Agreement or by either Borrower or any Security Party under any corresponding or similar provision in any other Finance Document);






		(ii)	secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which either Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and 






		(iii)	thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder);






	(b)	SECONDLY: in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by notice to either Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and






	(c)	THIRDLY: any surplus shall be paid to the Borrowers or to any other person appearing to be entitled to it.






	17.2	Variation of order of application





The Agent may, with the authorisation of the Majority Lenders and the Swap Bank, by notice to the Borrowers, the Security Parties and the other Creditor Parties provide for a different manner of application from that set out in Clause 17.1 either as regards a specified sum or sums or as regards sums in a specified category or categories.



	17.3	Notice of variation of order of application





The Agent may give notices under Clause 17.2 from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served.



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	17.4	Appropriation rights overridden





This Clause 17 and any notice which the Agent gives under Clause 17.2 shall override any right of appropriation possessed, and any appropriation made, by either Borrower or any Security Party.



	18	APPLICATION OF EARNINGS; SWAP PAYMENTS






	18.1	Payment of Earnings and Swap Payments





Each Borrower undertakes with each Creditor Party to ensure that, throughout the Security Period (and subject only to the provisions of the General Assignments):



	(a)	all Earnings of the Ship owned by it are paid to the Earnings Account for that Ship; and






	(b)	all payments by the Swap Bank to either Borrower under each Designated Transaction are paid to the Earnings Account of that Borrower.






	18.2	Application of Earnings





Each Borrower undertakes with the Lenders that any funds from time to time credited to, or standing to the credit of, its Earnings Account shall, unless and until an Event of Default shall have occurred (whereupon the provisions of Clause 17.1 shall apply), be available for application in the following manner:



	(a)	in or towards making payments of all amounts due and payable by the Borrowers under this Agreement and the Master Agreement (other than payments of principal and interest pursuant to Clauses 5.1, 7.2 and/or 8.1);






	(b)	in or towards making the transfers to the Retention Account required pursuant to Clause 18.3(a); and






	(c)	any surplus shall be released to the Borrowers.






	18.3	Monthly retentions





Each Borrower undertakes with each Creditor Party to ensure that, in each calendar month of the Security Period after the Ship owned or to be owned by it has been delivered to it under the relevant Shipbuilding Contract, on such dates as the Agent may from time to time specify, there is transferred to the Retention Account out of the Earnings received in its Earnings Account during the preceding calendar month:



	(a)	one-third of the amount of the repayment instalment in respect of the Tranche applicable to its Ship falling due under Clause 8.1 on the next Repayment Date in respect of that Tranche; and






	(b)	the relevant fraction of the aggregate amount of interest on that Tranche which is payable on the next due date for payment of interest under this Agreement.





The "relevant fraction" is a fraction of which the numerator is 1 and the denominator the number of months comprised in the then current Interest Period applicable to the relevant Tranche (or, if the current Interest Period ends after the next due date for payment of interest under this Agreement for the relevant Tranche, the number of months from the later of the commencement of the current Interest Period for the relevant Tranche or the last due date for payment of interest for that Tranche to the next due date for payment of interest for that Tranche under this Agreement).



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	18.4	Shortfall in Earnings





If the aggregate Earnings of a Ship received in the Earnings Account applicable to it are insufficient in any month for the required amount to be transferred to the Retention Account under Clause 18.3, the Borrower owning that Ship shall make up the amount of the insufficiency on demand from the Agent; but, without thereby prejudicing the Agent's right to make such demand at any time, the Agent may, if so authorised by the Majority Lenders, permit that Borrower to make up all or part of the insufficiency by increasing the amount of any transfer under Clause 18.3 from the Earnings received in the next or subsequent months.



	18.5	Application of retentions





Until an Event of Default occurs, the Agent shall on each Repayment Date and on each due date for the payment of interest under this Agreement distribute to the Lenders in accordance with Clause 16.4 so much of the then balance on the Retention Account as equals:



	(a)	the repayment instalment in respect of the relevant Tranche due on that Repayment Date; or






	(b)	the amount of interest in respect of the relevant Tranche payable on that interest payment date,





in discharge of the Borrowers' liability for that repayment instalment or that interest.



	18.6	Interest accrued on Accounts





Any credit balance on the Accounts shall bear interest at the rate from time to time offered by the Agent to its customers for Dollar deposits of similar amounts and for periods similar to those for which such balances appear to the Agent likely to remain on the Accounts.



	18.7	No release of accrued interest





Interest arising under Clause 18.6 shall be credited to the Retention Account, but shall not be released to the Borrowers until the end of the Security Period.



	18.8	Location of accounts 





Each Borrower shall promptly:



	(a)	comply with any requirement of the Agent as to the location or re-location of the Accounts (or any of them); and






	(b)	execute any documents which the Agent specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in relation to) the Accounts.






	18.9	Debits for expenses etc.





The Agent shall be entitled (but not obliged) from time to time to debit any Earnings Account without prior notice in order to discharge any amount due and payable under Clause 20 or 21 to a Creditor Party or payment of which any Creditor Party has become entitled to demand under Clause 20 or 21.



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	18.10	Borrower's obligations unaffected





The provisions of this Clause 18 (as distinct from a distribution effected under Clause 18.5) do not affect:



	(a)	the liability of the Borrower to make payments of principal and interest on the due dates; or






	(b)	any other liability or obligation of the Borrower or any Security Party under any Finance Document.






	19	EVENTS OF DEFAULT






	19.1	Events of Default





An Event of Default occurs if:



	(a)	either Borrower or any Security Party fails to pay when due or (if so payable) on demand any sum payable under a Finance Document or under any document relating to a Finance Document; or






	(b)	any breach occurs of Clause 9.2, 10.19, 10.20, 11.2, 11.3, 11.19, 11.20, 11.21, 11.22, 12.2, 12.3, 13.2, 13.4, 14.2, 18.1, 18.3 or 11.19 of the Corporate Guarantee; or






	(c)	any breach by either Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraphs (a) or (b)) which, in the opinion of the Majority Lenders, is capable of remedy, and such default continues unremedied 15 days after written notice from the Agent requesting action to remedy the same; or






	(d)	(subject to any applicable grace period specified in any Finance Document) any breach by either Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach falling within paragraphs (a), (b) or (c)); or






	(e)	any representation, warranty or statement made by, or by an officer of, a Borrower or a Security Party in a Finance Document or in a Drawdown Notice or any other notice or document relating to a Finance Document is untrue or misleading when it is made or repeated; or






	(f)	any of the following occurs in relation to any Financial Indebtedness of a Relevant Person:






		(i)	any Financial Indebtedness of a Relevant Person is not paid when due; or






		(ii)	any Financial Indebtedness of a Relevant Person becomes due and payable or capable of being declared due and payable prior to its stated maturity date as a consequence of any event of default; or






		(iii)	a lease, hire purchase agreement or charter creating any Financial Indebtedness of a Relevant Person is terminated by the lessor or owner or becomes capable of being terminated as a consequence of any termination event; or






		(iv)	any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or transaction, relating to any Financial Indebtedness of a Relevant Person ceases to be available or becomes capable of being terminated as a result of any event of default, or cash cover is required, or becomes capable of being required, in respect of such a facility as a result of any event of default; or






		(v)	any Security Interest securing any Financial Indebtedness of a Relevant Person becomes enforceable; or






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	(g)	any of the following occurs in relation to a Relevant Person:






		(i)	a Relevant Person becomes, in the opinion of the Majority Lenders, unable to pay its debts as they fall due; or






		(ii)	any assets of a Relevant Person are subject to any form of execution, attachment, arrest, sequestration or distress or any form of freezing order; or






		(iii)	any administrative or other receiver is appointed over any asset of a Relevant Person; or






		(iv)	an administrator is appointed (whether by the court or otherwise) in respect of a Relevant Person; or






		(v)	any formal declaration of bankruptcy or any formal statement to the effect that a Relevant Person is insolvent or likely to become insolvent is made by a Relevant Person or by the directors of a Relevant Person or, in any proceedings, by a lawyer acting for a Relevant Person; or






		(vi)	a provisional liquidator is appointed in respect of a Relevant Person, a winding up order is made in relation to a Relevant Person or a winding up resolution is passed by a Relevant Person; or






		(vii)	a resolution is passed, an administration notice is given or filed, an application or petition to a court is made or presented or any other step is taken by (aa) a Relevant Person, (bb) the members or directors of a Relevant Person, (cc) a holder of Security Interests which together relate to all or substantially all of the assets of a Relevant Person, or (dd) a government minister or public or regulatory authority of a Pertinent Jurisdiction for or with a view to the winding up of that or another Relevant Person or the appointment of a provisional liquidator or administrator in respect of that or another Relevant Person, or that or another Relevant Person ceasing or suspending business operations or payments to creditors, save that this paragraph does not apply to a fully solvent winding up of a Relevant Person other than a Borrower or the Corporate Guarantor which is, or is to be, effected for the purposes of an amalgamation or reconstruction previously approved by the Majority Lenders and effected not later than 3 months after the commencement of the winding up; or






		(viii)	an administration notice is given or filed, an application or petition to a court is made or presented or any other step is taken by a creditor of a Relevant Person (other than a holder of Security Interests which together relate to all or substantially all of the assets of a Relevant Person) for the winding up of a Relevant Person or the appointment of a provisional liquidator or administrator in respect of a Relevant Person in any Pertinent Jurisdiction, unless the proposed winding up, appointment of a provisional liquidator or administration is being contested in good faith, on substantial grounds and not with a view to some other insolvency law procedure being implemented instead and either (aa) the application or petition is dismissed or withdrawn within 30 days of being made or presented, or (bb) within 30 days of the administration notice being given or filed, or the other relevant steps being taken, other action is taken which will ensure that there will be no administration and (in both cases (aa) or (bb)) the Relevant Person will continue to carry on business in the ordinary way and without being the subject of any actual, interim or pending insolvency law procedure; or






		(ix)	a Relevant Person or its directors take any steps (whether by making or presenting an application or petition to a court, or submitting or presenting a document setting out a proposal or proposed terms, or otherwise) with a view to obtaining, in relation to that or another Relevant Person, any form of moratorium, suspension or deferral






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of payments, reorganisation of debt (or certain debt) or arrangement with all or a substantial proportion (by number or value) of creditors or of any class of them or any such moratorium, suspension or deferral of payments, reorganisation or arrangement is effected by court order, by the filing of documents with a court, by means of a contract or in any other way at all; or



		(x)	any meeting of the members or directors, or of any committee of the board or senior management, of a Relevant Person is held or summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraphs (iv) to (ix) or a step preparatory to such action, or (with or without such a meeting) the members, directors or such a committee resolve or agree that such an action or step should be taken or should be taken if certain conditions materialise or fail to materialise; or






		(xi)	in a country other than England, any event occurs, any proceedings are opened or commenced or any step is taken which, in the opinion of the Majority Lenders is similar to any of the foregoing; or






	(h)	either Borrower ceases or suspends carrying on its business or a part of its business which, in the opinion of the Majority Lenders, is material in the context of this Agreement; or 






	(i)	it becomes unlawful in any Pertinent Jurisdiction or impossible:






		(i)	for either Borrower, the Corporate Guarantor or any Security Party to discharge any liability under a Finance Document or to comply with any other obligation which the Majority Lenders consider material under a Finance Document; or






		(ii)	for the Agent, the Security Trustee, the Lenders or the Swap Bank to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document; or






	(j)	any official consent (including, without limitation, consents required pursuant to the relevant entity's constitutional documents of those required by law) necessary to enable any Borrower to own, operate or charter the Ship owned by it or to enable either Borrower or any Security Party to comply with any provision which the Majority Lenders consider material of a Finance Document or a Shipbuilding Contract is not granted, expires without being renewed, is revoked or becomes liable to revocation or any condition of such a consent is not fulfilled; or






	(k)	it appears to the Majority Lenders that, without their prior consent, a change has occurred or probably has occurred after the date of this Agreement in the direct or legal ownership of any of the shares in either Borrower or a change has occurred in the ultimate beneficial ownership of any of the shares in either Borrower or in the ultimate control of the voting rights attaching to any of those shares; or






	(I)	without the Agent's prior written consent any member of the Pistiolis Family (either directly and/or indirectly through companies beneficially owned by any member of the Pistiolis and/or trusts of foundations of which any member of the Pistiolis Family are beneficiaries) cease to own in aggregate at least 30 per cent. of the share capital of the Corporate Guarantor; or






	(m)	Mr Evangelos John Pistiolis ceases to be the Chairman and the Chief Executive Officer of the Corporate Guarantor; or






	(n)	without the prior written consent of the Agent, the shares of the Corporate Guarantor cease to be listed on the NASDAQ; or






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	(o)	any provision which the Majority Lenders consider material of a Finance Document proves to have been or becomes invalid or unenforceable, or a Security Interest created by a Finance Document proves to have been or becomes invalid or unenforceable or such a Security Interest proves to have ranked after, or loses its priority to, another Security Interest or any other third party claim or interest; or






	(p)	an Approved Charter is terminated or rescinded or becomes invalid or unenforceable or otherwise ceases to remain in full force and effect prior to its expiration date for any reason except with the consent of the Agent (acting with the authorisation of the Majority Lenders); or






	(q)	the security constituted by a Finance Document is in any way imperilled or in jeopardy; or






	(r)	an Event of Default (as defined in section 14 of the Master Agreement) occurs; or






	(s)	the Master Agreement is terminated, cancelled, suspended, rescinded or revoked or otherwise ceases to remain in full force and effect for any reason except with the consent of the Agent, acting with the authorisation of the Majority Lenders; or






	(t)	any other event occurs or any other circumstances arise or develop including, without limitation:






		(i)	a change in the financial position, state of affairs or prospects of either Borrower or the Corporate Guarantor; or






		(ii)	any accident or any Environmental Incident or other event involving any Ship or another vessel owned, chartered or operated by a Relevant Person,





in the light of which the Majority Lenders consider that there is a significant risk that either Borrower or the Corporate Guarantor is, or will later become, unable to discharge its liabilities under the Finance Documents to which each is a party as they fall due.



	19.2	Actions following an Event of Default





On, or at any time after, the occurrence of an Event of Default:



	(a)	the Agent may, and if so instructed by the Majority Lenders, the Agent shall:






		(i)	serve on the Borrowers a notice stating that all or part of the Commitments and all other obligations of each Lender to the Borrowers under this Agreement are cancelled; and/or






		(ii)	serve on the Borrowers a notice stating that all or part of the Loan together with accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or






		(iii)	take any other action which, as a result of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law; and/or






	(b)	the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event of Default or any notice served under paragraph (a)(i) or (a)(ii), the Security Trustee, the Agent, the Underwriter and/or the Lenders and/or the Swap Bank are entitled to take under any Finance Document or any applicable law.






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	19.3	Termination of Commitments





On the service of a notice under Clause 19.2(a)(i), the Commitments and all other obligations of each Lender to the Borrowers under this Agreement shall be cancelled.



	19.4	Acceleration of Loan





On the service of a notice under Clause 19.2(a)(ii), all or, as the case may be, part of the Loan, specified in the notice together with accrued interest and all other amounts accrued or owing from the Borrowers or any Security Party under this Agreement and every other Finance Document shall become immediately due and payable or, as the case may be, payable on demand.



	19.5	Multiple notices; action without notice





The Agent may serve notices under Clauses 19.2(a)(i) or 19.2(a)(ii) simultaneously or on different dates and it and/or the Security Trustee may take any action referred to in Clause 19.2 if no such notice is served or simultaneously with or at any time after the service of both or either of such notices.



	19.6	Notification of Creditor Parties and Security Parties





The Agent shall send to each Lender, the Swap Bank, the Security Trustee and each Security Party a copy or the text of any notice which the Agent serves on the Borrowers under Clause 19.2; but the notice shall become effective when it is served on the Borrowers, and no failure or delay by the Agent to send a copy or the text of the notice to any other person shall invalidate the notice or provide either Borrower or any Security Party with any form of claim or defence.



	19.7	Creditor Party's rights unimpaired





Nothing in this Clause shall be taken to impair or restrict the exercise of any right given to individual Lenders or the Swap Bank under a Finance Document or the general law; and, in particular, this Clause is without prejudice to Clause 3.1.



	19.8	Exclusion of Creditor Party liability





No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have any liability to a Borrower or a Security Party:



	(a)	for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or






	(b)	as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value of such an asset, 





except that this does not exempt a Creditor Party or a receiver or manager from liability for losses shown to have been directly and mainly caused by the dishonesty or the wilful misconduct of such Creditor Party's own officers and employees or (as the case may be) such receiver's or manager's own partners or employees.



	19.9	Relevant Persons





In this Clause 19, a "Relevant Person" means the Corporate Guarantor, a Borrower, a Security Party and any other member of the Group.



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	19.10	Interpretation





In Clause 19.1(f) references to an event of default or a termination event include any event, howsoever described, which is similar to an event of default in a facility agreement or a termination event in a finance lease; and in Clause 19.1(g) "petition" includes an application.



	19.11	Position of Swap Bank





Neither the Agent nor the Security Trustee shall be obliged, in connection with any action taken or proposed to be taken under or pursuant to the foregoing provisions of this Clause 19, to have any regard to the requirements of the Swap Bank except to the extent that the Swap Bank is also a Lender.



	20	FEES AND EXPENSES






	20.1	Commitment and arrangement fees





The Borrowers shall pay to the Agent:



	(a)	a non-refundable arrangement fee equal to 1.25 per cent. of the Total Commitments (being an amount equal to $555,000) in two equal instalments, each payable on each Drawdown Date; and






	(b)	a non-refundable commitment fee, payable quarterly in arrears at the rate of 1 per cent. per annum on the undrawn or un-cancelled amount of the Loan for distribution among the Lenders pro rata to their Commitments during the period from (and including) 29 October 2014 (being the date of the Borrowers' acceptance of the Agent's commitment letter) to the earlier of (i) the last day of the Availability Period and (ii) the Drawdown Date in respect of the Advance to be drawn (and on the last day of such period).






	20.2	Costs of negotiation, preparation etc.





The Borrowers shall pay to the Agent on its demand the amount of all expenses incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document (including, but not limited to, any costs incurred by the Agent in connection with the insurance opinion to be provided to it in accordance with paragraph 7 of Part B, Schedule 3).



	20.3	Costs of variations, amendments, enforcement etc.





The Borrowers shall pay to the Agent, on the Agent's demand, for the account of the Creditor Party concerned the amount of all expenses incurred by a Creditor Party in connection with:



	(a)	any amendment or supplement to a Finance Document, or any proposal for such an amendment to be made;






	(b)	any consent or waiver by the Lenders, the Swap Bank, the Majority Lenders or the Creditor Party concerned under or in connection with a Finance Document, or any request for such a consent or waiver;






	(c)	the valuation of any security provided or offered under Clause 15 or any other matter relating to such security; or






	(d)	where the Security Trustee, in its absolute opinion, considers that there has been a material change to the insurances in respect of a Ship, the review of the insurances of that Ship pursuant to Clause 13.18; and






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	(e)	any step taken by the Creditor Party concerned with a view to the protection, exercise or enforcement of any right or Security Interest created by a Finance Document or for any similar purpose.





There shall be recoverable under paragraph (d) the full amount of all legal expenses, whether or not such as would be allowed under rules of court or any taxation or other procedure carried out under such rules.



	20.4	Documentary taxes





The Borrowers shall promptly pay any tax payable on or by reference to any Finance Document, and shall, on the Agent's demand, fully indemnify each Creditor Party against any claims, expenses, liabilities and losses resulting from any failure or delay by the Borrowers to pay such a tax.



	20.5	Certification of amounts





A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 20 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.



	21	INDEMNITIES






	21.1	Indemnities regarding borrowing and repayment of Loan





The Borrowers shall fully indemnify the Agent and each Lender on the Agent's demand and the Security Trustee on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by that Creditor Party, or which that Creditor Party reasonably and with due diligence estimates that it will incur, as a result of or in connection with:



	(a)	An Advance not being borrowed on the date specified in the Drawdown Notice for any reason other than a default by the Lender claiming the indemnity;






	(b)	the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of an Interest Period or other relevant period;






	(c)	any failure (for whatever reason) by the Borrowers to make payment of any amount due under a Finance Document on the due date or, if so payable, on demand (after giving credit for any default interest paid by the Borrowers on the amount concerned under Clause 7); and






	(d)	the occurrence and/or continuance of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 19, and in respect of any tax (other than tax on its overall net income or a FATCA Deduction) for which a Creditor Party is liable in connection with any amount paid or payable to that Creditor Party (whether for its own account or otherwise) under any Finance Document.






	21.2	Breakage costs





Without limiting its generality, Clause 21.1 covers any claim, expense, liability or loss, including a loss of a prospective profit, incurred by a Lender:



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	(a)	in liquidating or employing deposits from third parties acquired or arranged to fund or maintain all or any part of its Contribution and/or any overdue amount (or an aggregate amount which includes its Contribution or any overdue amount); and






	(b)	in terminating, or otherwise in connection with, any interest and/or currency swap or any other transaction entered into (whether with another legal entity or with another office or department of the Lender concerned) to hedge any exposure arising under this Agreement or that part which the Lender concerned determines is fairly attributable to this Agreement of the amount of the liabilities, expenses or losses (including losses of prospective profits) incurred by it in terminating, or otherwise in connection with, a number of transactions of which this Agreement is one.






	21.3	Miscellaneous indemnities





The Borrowers shall fully indemnify each Creditor Party severally on their respective demands in respect of all claims, expenses, liabilities and losses which may be made or brought against or incurred by a Creditor Party, in any country, as a result of or in connection with:



	(a)	any action taken, or omitted or neglected to be taken, under or in connection with any Finance Document by the Agent, the Security Trustee, the Underwriter or any other Creditor Party or by any receiver appointed under a Finance Document; or






	(b)	any other Pertinent Matter, 





other than claims, expenses, liabilities and losses which are shown to have been directly and mainly caused by the dishonesty or wilful misconduct of the officers or employees of the Creditor Party concerned.


Without prejudice to its generality, this Clause 21.3 covers any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code, the ISPS Code or any Environmental Law.



	21.4	Environmental Indemnity





Without prejudice to its generality, Clause 21.3 covers any claims, demands, proceedings, liabilities, taxes, losses or expenses of every kind which arise, or are asserted, under or in connection with any law relating to safety at sea, pollution or the protection of the environment, the ISM Code or the ISPS Code.



	21.5	Currency indemnity





If any sum due from either Borrower or any Security Party to a Creditor Party under a Finance Document or under any order or judgment relating to a Finance Document has to be converted from the currency in which the Finance Document provided for the sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of:



	(a)	making or lodging any claim or proof against either Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or






	(b)	obtaining an order or judgment from any court or other tribunal; or






	(c)	enforcing any such order or judgment,





the Borrowers shall indemnify the Creditor Party concerned against the loss arising when the amount of the payment actually received by that Creditor Party is converted at the available rate of exchange into the Contractual Currency.



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In this Clause 21.5 the "available rate of exchange" means the rate at which the Creditor Party concerned is able at the opening of business (Rotterdam time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.


This Clause 21.5 creates a separate liability of the Borrowers which is distinct from their other liabilities under the Finance Documents and which shall not be merged in any judgment or order relating to those other liabilities.



	21.6	Application to Master Agreement





For the avoidance of doubt, Clause 21.5 does not apply in respect of sums due from a Borrower to the Swap Bank under or in connection with the Master Agreement as to which sums the provisions of section 8 (Contractual Currency) of the Master Agreement shall apply.



	21.7	Certification of amounts





A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 21 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.



	21.8	Sums deemed due to a Lender





For the purposes of this Clause 21, a sum payable by the Borrowers to the Agent or the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender.



	21.9	Mandatory cost





The Borrowers shall, on demand by the Agent, pay to the Agent for the account of the relevant Lender, such amount which any Lender certifies in a notice to the Agent to be its good faith determination of the amount necessary to compensate it for complying with:



	(a)	in the case of a Lender lending from a lending office in a Participating Member State, the minimum reserve requirements (or other requirements having the same or similar purpose) of the European Central Bank or any other authority or agency which replaces all or any of its functions) in respect of loans made from that facility office; and






	(b)	in the case of any Lender lending from a lending office in the United Kingdom, any reserve asset, special deposit or liquidity requirements (or other requirements having the same or similar purpose) of the Bank of England (or any other governmental authority or agency) and/or paying any fees to the Financial Conduct Authority and/or the Prudential Regulation Authority (or any other governmental authority or agency which replaces all or any of their functions), which, in each case, is referable to that Lender's participation in the Loan.






	22	NO SET-OFF OR TAX DEDUCTION






	22.1	No deductions





All amounts due from the Borrowers under a Finance Document shall be paid:



	(a)	without any form of set-off, cross-claim or condition; and






	(b)	free and clear of any tax deduction except a tax deduction which a Borrower is required by law to make.






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	22.2	Grossing-up for taxes





If a Borrower is required by law to make a tax deduction from any payment:



	(a)	that Borrower shall notify the Agent as soon as it becomes aware of the requirement;






	(b)	that Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises;






	(c)	the amount due in respect of the payment shall be increased by the amount necessary to ensure that each Creditor Party receives and retains (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which it would otherwise have received.






	22.3	Evidence of payment of taxes





Within 1 month after making any tax deduction, the Borrower concerned shall deliver to the Agent documentary evidence satisfactory to the Agent that the tax had been paid to the appropriate taxation authority.



	22.4	Exclusion of tax on overall net income





In this Clause 22 "tax deduction" means any deduction or withholding for or on account of any present or future tax, excluding any FATCA Deduction, except tax on a Creditor Party's overall net income.



	22.5	Application to Master Agreement





For the avoidance of doubt, Clause 22 does not apply in respect of sums due from a Borrower to the Swap Bank under or in connection with the Master Agreement as to which sums the provisions of section 2(d) (Deduction or Withholding for Tax) of the Master Agreement shall apply.



	22.6	FATCA






	(a)	FATCA Information






		(i)	Subject to paragraph (iii) below, each party to a Finance Document shall, within 10 Business Days of a reasonable request by another party to the Finance Documents:






		(A)	confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party; and






		(B)	supply to the requesting party such forms, documentation and other information relating to its status under FATCA (including its applicable "passthru percentage" or other information required under the US Treasury regulations or other official guidance including intergovernmental agreements) as the requesting party reasonably requests for the purposes of such requesting party's compliance with FATCA.






		(ii)	If a party to any Finance Document confirms to another party pursuant to Clause 22.6(a)(i) above that it is a FATCA Exempt Party or provides a United States Internal Revenue Form W-8 or W-9 and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party or that such form has ceased to be accurate, that party shall notify that other party reasonably promptly or provide a revised form;






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		(iii)	Sub-clause (i) above shall not oblige any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of any law or regulation, any policy of that party, any fiduciary duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such party for purposes of this sub-clause (iii);






		(iv)	If a party to any Finance Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with sub-clause (i) above (including, for the avoidance of doubt, where sub-clause (iii) above applies), then:






		(A)	if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and






		(B)	if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable passthru percentage is 100 per cent.,





until (in each case) such time as the party in question provides the requested confirmation, forms, documentation or other information.



	(b)	FATCA Withholding






		(i)	Each party to any Finance Document may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.






		(ii)	Each party to any Finance Document shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the party to whom it is making the payment and, in addition, shall notify the Borrower, the Agent and the other Creditor Parties.






	23	ILLEGALITY, ETC.






	23.1	Illegality





This Clause 23 applies if a Lender (a "Notifying Lender") notifies the Agent that it has become, or will with effect from a specified date, become:



	(a)	unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or






	(b)	contrary to, or inconsistent with, any regulation,





for the Notifying Lender to maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement.



	23.2	Notification of illegality






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The Agent shall promptly notify the Borrowers, the Security Parties, the Security Trustee and the other Lenders of any notice under Clause 23.1 which the Agent receives from the Notifying Lender.



	23.3	Prepayment; termination of Commitment





On the Agent notifying the Borrowers under Clause 23.2, the relevant Notifying Lender's Commitment shall terminate; and thereupon or, if later, on the date specified in the Notifying Lender's notice under Clause 23.1 as the date on which the notified event would become effective the Borrowers shall prepay the Notifying Lender's Contribution in accordance with Clause 8.



	23.4	Mitigation





If circumstances arise which would result in a notification under Clause 23.1 then, without in any way limiting the rights of the Lenders under Clause 23.3, the Notifying Lender shall use reasonable endeavours to transfer its obligations, liabilities and rights under this Agreement and the Finance Documents to another office or financial institution not affected by the circumstances but the Notifying Lender shall not be under any obligation to take any such action if, in its opinion, to do would or might:



	(a)	have an adverse effect on its business, operations or financial condition; or






	(b)	involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or






	(c)	involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage.






	24	INCREASED COSTS






	24.1	Increased costs





This Clause 24 applies if a Lender (the "Notifying Lender") notifies the Agent that the Notifying Lender considers that as a result of:



	(a)	the introduction or alteration after the date of this Agreement of a law or an alteration after the date of this Agreement in the manner in which a law is interpreted or applied (disregarding any effect which relates to the application to payments under this Agreement of a tax on the Lender's overall net income); or






	(b)	complying with any regulation (including any which relates to capital adequacy or liquidity controls or which affects the manner in which the Notifying Lender allocates capital resources to its obligations under this Agreement) which is introduced, or altered, or the interpretation or application of which is altered, after the date of this Agreement; or






	(c)	the introduction, implementation, application, administration or compliance with:






		(i)	the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004, in the form existing on the date of this Agreement ("Basel II") or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Creditor Party or any of its Affiliates); or






		(ii)	Basel III, CRD IV or CRR or any law or regulation which implements or applies Basel III, CRD IV or CRR (regardless of the date on which it is enacted, adopted or issued and regardless of whether any such implementation, application or compliance is by






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a government, regulator, the Creditor Party or any of its Affiliates) after the date of this Agreement, 


  the Notifying Lender (or a Holding Company of it) has incurred or will incur an "increased cost".



	24.2	Meaning of "increased cost"





In this Clause 24, "increased cost" means, in relation to a Notifying Lender:



		(a)	an additional or increased cost incurred as a result of, or in connection with, the Notifying Lender having entered into, or being a party to, this Agreement or a Transfer Certificate, of funding or maintaining its Commitment or Contribution or performing its obligations under this Agreement, or of having outstanding all or any part of its Contribution or other unpaid sums;






		(b)	a reduction in the amount of any payment to the Notifying Lender under this Agreement or in the effective return which such a payment represents to the Notifying Lender or on its capital;






		(c)	an additional or increased cost of funding all or maintaining all or any of the advances comprised in a class of advances formed by or including the Notifying Lender's Contribution or (as the case may require) the proportion of that cost attributable to the Contribution; or






		(d)	a liability to make a payment, or a return foregone, which is calculated by reference to any amounts received or receivable by the Notifying Lender under this Agreement,





but not an item attributable to (i) a change in the rate of tax on the overall net income of the Notifying Lender (or a Holding Company of it), (ii) a FATCA Deduction required to be made by a party to a Finance Document or (Hi) an item covered by the indemnity for tax in Clause 21.1 or by Clause 22.


For the purposes of this Clause 24.2 the Notifying Lender may in good faith allocate or spread costs and/or losses among its assets and liabilities (or any class of its assets and liabilities) on such basis as it considers appropriate.



	24.3	Notification to Borrowers of claim for increased costs





The Agent shall promptly notify the Borrowers and the Security Parties of the notice which the Agent received from the Notifying Lender under Clause 24.1.



	24.4	Payment of increased costs





The Borrowers shall pay to the Agent, on the Agent's demand, for the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrowers that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased cost.



	24.5	Notice of prepayment





If the Borrowers are not willing to continue to compensate the Notifying Lender for the increased cost under Clause 24.4, the Borrowers may give the Agent not less than 14 days' notice of their intention to prepay the Notifying Lender's Contribution at the end of an Interest Period.



	24.6	Prepayment; termination of Commitment






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A notice under Clause 24.5 shall be irrevocable; the Agent shall promptly notify the Notifying Lender of the Borrowers' notice of intended prepayment; and:



	(a)	on the date on which the Agent serves that notice, the Commitment of the Notifying Lender shall be cancelled; and






	(b)	on the date specified in its notice of intended prepayment, the Borrowers shall prepay (without premium or penalty) the Notifying Lender's Contribution, together with accrued interest thereon at the applicable rate plus the Margin and the Mandatory Cost (if any).






	24.7	Application of prepayment





Clause 8 shall apply in relation to the prepayment.



	25	SET-OFF






	25.1	Application of credit balances





Each Creditor Party may without prior notice:



	(a)	apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of a Borrower at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from that Borrower to that Creditor Party under any of the Finance Documents; and






	(b)	for that purpose: 






		(i)	break, or alter the maturity of, all or any part of a deposit of that Borrower;






		(ii)	convert or translate all or any part of a deposit or other credit balance into Dollars; and






		(iii)	enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate.






	25.2	Existing rights unaffected





No Creditor Party shall be obliged to exercise any of its rights under Clause 25.1; and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document).



	25.3	Sums deemed due to a Lender





For the purposes of this Clause 25, a sum payable by the Borrowers to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender's proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to such Lender.



	25.4	No Security Interest





This Clause 25 gives the Creditor Parties a contractual right of set-off only, and does not create any equitable charge or other Security Interest over any credit balance of either Borrower.



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	26	TRANSFERS AND CHANGES IN LENDING OFFICES






	26.1	Transfer by Borrowers





Neither Borrower may, without the consent of the Agent, given on the instructions of all the Lenders transfer any of its rights, liabilities or obligations under any Finance Document and the Master Agreement.



	26.2	Transfer by a Lender





Subject to Clause 26.4, a Lender (the "Transferor Lender") may at any time, without the consent of the Borrowers or any Security Party but subject to prior consultation with the Borrowers, cause:



	(a)	its rights in respect of all or part of its Contribution; or






	(b)	its obligations in respect of all or part of its Commitment; or






	(c)	a combination of (a) and (b),





to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution or a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a "Transferee Lender") by delivering to the Agent a completed certificate in the form set out in Schedule 5 with any modifications approved or required by the Agent (a "Transfer Certificate") executed by the Transferor Lender and the Transferee Lender. The Transferee Lender shall be selected by the Transferor Lender with prior consultation with the Borrowers.


However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with the Agency and Trust Agreement



	26.3	Transfer Certificate, delivery and notification





As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective):



	(a)	sign the Transfer Certificate on behalf of itself, the Borrowers, the Security Parties, the Security Trustee and each of the other Lenders and the Swap Bank;






	(b)	on behalf of the Transferee Lender, send to each Borrower and each Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy of it; and






	(c)	send to the Transferee Lender copies of the letters or faxes sent under paragraph (b) above, but the Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Transferor Lender and the Transferee Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to that Transferee Lender.






	26.4	Effective Date of Transfer Certificate





A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date, Provided that it is signed by the Agent under Clause 26.3 on or before that date.



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	26.5	No transfer without Transfer Certificate





Except as provided in Clause 26.17, no assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to, either Borrower, any Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate.



	26.6	Lender re-organisation; waiver of Transfer Certificate





However, if a Lender enters into any merger, de-merger or other reorganisation as a result of which all its rights or obligations vest in another person (the "successor"), the Agent may, if it sees fit, by notice to the successor and the Borrowers and the Security Trustee waive the need for the execution and delivery of a Transfer Certificate; and, upon service of the Agent's notice, the successor shall become a Lender with the same Commitment and Contribution as were held by the predecessor Lender.



	26.7	Effect of Transfer Certificate





A Transfer Certificate takes effect in accordance with English law as follows:



	(a)	to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents (other than the Master Agreement) are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender's title and of any rights or equities which either Borrower or any Security Party had against the Transferor Lender;






	(b)	the Transferor Lender's Commitment is discharged to the extent specified in the Transfer Certificate;






	(c)	the Transferee Lender becomes a Lender with the Contribution previously held by the Transferor Lender and a Commitment of an amount specified in the Transfer Certificate;






	(d)	the Transferee Lender becomes bound by all the provisions of the Finance Documents (other than the Master Agreement) which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;






	(e)	any part of the Loan which the Transferee Lender advances after the Transfer Certificate's effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in the transferor's title and any rights or equities of either Borrower or any Security Party against the Transferor Lender had not existed;






	(f)	the Transferee Lender becomes entitled to all the rights under the Finance Documents (other than the Master Agreement) which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under Clause 5.7 and Clause 20, and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and






	(g)	in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount.






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The rights and equities of either Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross-claim.



	26.8	Maintenance of register of Lenders





During the Security Period the Agent shall maintain a register in which it shall record the name, Commitment, Contribution and administrative details (including the lending office) from time to time of each Lender holding a Transfer Certificate and the effective date (in accordance with Clause 26.4) of the Transfer Certificate; and the Agent shall make the register available for inspection by any Lender, the Security Trustee and the Borrowers during normal banking hours, subject to receiving at least 3 Business Days' prior notice.



	26.9	Reliance on register of Lenders





The entries on that register shall, in the absence of manifest error, be conclusive in determining the identities of the Lenders and the amounts of their Commitments and Contributions and the effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to the Finance Documents for all purposes relating to the Finance Documents.



	26.10	Authorisation of Agent to sign Transfer Certificates





Each Borrower, the Security Trustee and each Lender and the Swap Bank irrevocably authorise the Agent to sign Transfer Certificates on its behalf.



	26.11	Registration fee





In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration fee of $2,500 from the Transferor Lender or (at the Agent's option) the Transferee Lender.



	26.12	Sub-participation; securitisation; subrogation assignment






	(a)	A Lender may sub-participate or include in a securitisation or similar transaction all or any part of its rights and/or obligations under or in connection with the Finance Documents without the consent of, or any notice to, either Borrower, any Security Party, the Agent or the Security Trustee or any other Creditor Party; and the Lenders may assign, in any manner and terms agreed by the Majority Lenders, the Agent and the Security Trustee, all or any part of those rights to an insurer or surety who has become subrogated to them.






	(b)	The Borrower shall, and shall procure that each Security Party shall, do everything desirable or necessary to assist a Lender to achieve a successful (in the opinion of that Lender) securitisation (or similar transaction).






	26.13	Disclosure of information





In relation to any information which a Lender has received in relation to either Borrower, any Security Party or their affairs under or in connection with any Finance Document, that Lender may disclose any such information without the prior irrevocable authorisation of or notice to that Borrower and the Corporate Guarantor to:



	(a)	a potential transferee lender, sub-participant, Affiliate, any other assignee or transferee or any other person who may propose entering into a contractual relation with that Lender in relation to this Agreement; and/or






	(b)	any direct or indirect Subsidiary, any direct or indirect Holding Company, any Affiliate or any other company in its group; and/or






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	(c)	any authorities (including, without limitation, any private, public or internationally recognised authorities) or any party to any Finance Document or any professional adviser to that Lender; and/or






	(d)	a rating agency or their professional advisors; and/or






	(e)	any other person regarding the funding, refinancing, transfer, assignment, sale, sub-participation, operational arrangement or other transaction in relation thereto including without limitation any enforcement, preservation, assignment, transfer, sale or sub-participation of that Lender's rights and obligations, 





and including, without limitation, (x) for purposes in connection with (1) any enforcement or (2) assignment or transfer of that Lender's rights or obligations under any Finance Document or (y) to the extent desirable or necessary in connection with or in contemplation of a securitisation (or similar transaction).



	26.14	Change of lending office





A Lender may change its lending office by giving notice to the Agent and the change shall become effective on the later of:



	(a)	the date on which the Agent receives the notice; and






	(b)	the date, if any, specified in the notice as the date on which the change will come into effect. 






	26.15	Notification





On receiving such a notice, the Agent shall notify the Borrowers and the Security Trustee; and, until the Agent receives such a notice, it shall be entitled to assume that a Lender is acting through the lending office of which the Agent last had notice.



	26.16	Replacement of Reference Bank





If any Reference Bank ceases to be a Lender or is unable on a continuing basis to supply quotations for the purposes of Clause 5 then, unless the Borrowers, the Agent and the Majority Lenders otherwise agree, the Agent, acting on the instructions of the Majority Lenders, and after consulting the Borrowers, shall appoint another bank (whether or not a Lender) to be a replacement Reference Bank; and, when that appointment comes into effect, the first-mentioned Reference Bank's appointment shall cease to be effective.



	26.17	Security over Lenders' rights





In addition to the other rights provided to Lenders under this Clause 26, each Lender may without consulting with or obtaining consent from either Borrower or any Security Party, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:



	(a)	any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and






	(b)	in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities;





except that no such charge, assignment or Security Interest shall:



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		(i)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or






		(ii)	require any payments to be made by either Borrower or any Security Party or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.






	27	VARIATIONS AND WAIVERS






	27.1	Variations, waivers etc. by Majority Lenders





Subject to Clause 27.2, a document shall be effective to vary, waive, suspend or limit any provision of a Finance Document, or any Creditor Party's rights or remedies under such a provision or the general law, only if the document is signed, or specifically agreed to by fax, by the Borrowers, by the Agent on behalf of the Majority Lenders, by the Agent and the Security Trustee in their own rights, and, if the document relates to a Finance Document to which a Security Party is party, by that Security Party.



	27.2	Variations, waivers etc. requiring agreement of all Lenders





However, as regards the following, Clause 27.1 applies as if the words "by the Agent on behalf of the Majority Lenders" were replaced by the words "by or on behalf of every Lender and the Swap Bank":



	(a)	a reduction in the Margin;






	(b)	a postponement to the date for, or a reduction in the amount of, any payment of principal, interest, fees or other sum payable under this Agreement;






	(c)	an increase in any Lender's Commitment;






	(d)	a change to the definition of "Majority Lenders";






	(e)	a change to Clause 3 or this Clause 27;






	(f)	any release of, or material variation to, a Security Interest, guarantee, indemnity or subordination arrangement set out in a Finance Document; and






	(g)	any other change or matter as regards which this Agreement or another Finance Document expressly provides that each Lender's consent is required.






	27.3	Exclusion of other or implied variations





Except for a document which satisfies the requirements of Clauses 27.1 and 27.2, no document, and no act, course of conduct, failure or neglect to act, delay or acquiescence on the part of the Creditor Parties or any of them (or any person acting on behalf of any of them) shall result in the Creditor Parties or any of them (or any person acting on behalf of any of them) being taken to have varied, waived, suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying on or exercising:



	(a)	a provision of this Agreement or another Finance Document; or






	(b)	an Event of Default; or






	(c)	a breach by a Borrower or a Security Party of an obligation under a Finance Document or the general law; or






73
















	(d)	any right or remedy conferred by any Finance Document or by the general law,





and there shall not be implied into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised, within a certain or reasonable time.



	28	NOTICES






	28.1	General





Unless otherwise specifically provided, any notice under or in connection with any Finance Document shall be given by letter or fax; and references in the Finance Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.



	28.2	Addresses for communications





A notice by letter or fax shall be sent:


	
(a)

	
to the Borrowers:

	
c/o the Corporate Guarantor

1 Vasilissis Sofias & Megalou Alexandrou Street

151 24 Maroussi

Athens

Greece



Facsimile No: +30 210 61 41 272

legal@centralmare.com


	 	 	 
	
(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, Arranger and


Security Trustee:

	
ABN Amro Bank N.V.

93 Coolsingel

3012 AE Rotterdam

The Netherlands



 Fax No: +31 10401 5323


	 	 	 
	
(d)

	
to the Swap Bank:

	
ABN Amro Bank N.V.

c/o Markets Documentation Unit

Gustav Mahlerlaan 10

NL-1082PP Amsterdam

The Netherlands

mdu@nl.abnamro.com



 Fax No: +31 10 459 0538


	 	 	 








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 Borrowers, the Lenders and the Security Parties.



	28.3	Effective date of notices





Subject to Clauses 28.4 and 28.5:



	(a)	a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered; and






74
















	(b)	a notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours after its transmission is completed.






	28.4	Service outside business hours





However, if under Clause 28.3 a notice would be deemed to be served:



	(a)	on a day which is not a business day in the place of receipt; or






	(b)	on such a business day, but after 5 p.m. local time,





the notice shall (subject to Clause 28.5) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day.



	28.5	Illegible notices





Clauses 28.3 and 28.4 do not apply if the recipient of a notice notifies the sender within 1 hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.



	28.6	Valid notices





A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if:



	(a)	the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or






	(b)	in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.






	28.7	Electronic communication





Any communication to be made between the Agent and a Lender or Swap Bank or the Agent and the Borrower under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent and the relevant Creditor Party and the Borrower:



		(a)	agree that, unless and until notified to the contrary, this is to be an accepted form of communication;






		(b)	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and






		(c)	notify each other of any change to their respective addresses or any other such information supplied to them.





Any electronic communication made between the Agent and a Lender or the Swap Bank or the Borrower will be effective only when actually received in readable form and, in the case of any electronic communication made by a Creditor Party or the Borrower to the Agent, only if it is addressed in such a manner as the Agent shall specify for this purpose.



	28.8	English language






75















Any notice under or in connection with a Finance Document shall be in English.



	28.9	Meaning of "notice"





In this Clause 28, "notice" includes any demand, consent, authorisation, approval, instruction, waiver or other communication.



	29	JOINT AND SEVERAL LIABILITY






	29.1	General





All liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be several and, if and to the extent consistent with Clause 29.2, joint.



	29.2	No impairment of Borrower's obligations





The liabilities and obligations of a Borrower shall not be impaired by:



	(a)	this Agreement being or later becoming void, unenforceable or illegal as regards any other Borrower;






	(b)	any Lender, the Swap Bank or the Security Trustee entering into any rescheduling, refinancing or other arrangement of any kind with any other Borrower;






	(c)	any Lender, the Swap Bank or the Security Trustee releasing any other Borrower or any Security Interest created by a Finance Document; or






	(d)	any combination of the foregoing.






	29.3	Principal debtors





Each Borrower declares that it is and will, throughout the Security Period, remain a principal debtor for all amounts owing under this Agreement and the Finance Documents and neither Borrower shall in any circumstances be construed to be a surety for the obligations of any other Borrower under this Agreement.



	29.4	Subordination





Subject to Clause 295, during the Security Period, neither Borrower shall:



	(a)	claim any amount which may be due to it from any other Borrower whether in respect of a payment made, or matter arising out of, this Agreement or any Finance Document, or any matter unconnected with this Agreement or any Finance Document; or






	(b)	take or enforce any form of security from any other Borrower for such an amount, or in any other way seek to have recourse in respect of such an amount against any asset of any other Borrower; or






	(c)	set off such an amount against any sum due from it to any other Borrower; or






	(d)	prove or claim for such an amount in any liquidation, administration, arrangement or similar procedure involving any other Borrower or other Security Party; or






	(e)	exercise or assert any combination of the foregoing.






	29.5	Borrower's required action






76















If during the Security Period, the Agent, by notice to a Borrower, requires it to take any action referred to in paragraphs (a) to (d) of Clause 29.4, in relation to any other Borrower, that Borrower shall take that action as soon as practicable after receiving the Agent's notice.



	30	SUPPLEMENTAL






	30.1	Rights cumulative, non-exclusive





The rights and remedies which the Finance Documents give to each Creditor Party are:



	(a)	cumulative;






	(b)	may be exercised as often as appears expedient; and






	(c)	shall not, unless a Finance Document explicitly and specifically states so, be taken to exclude or limit any right or remedy conferred by any law.






	30.2	Severability of provisions





If any provision of a Finance Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of that Finance Document or of the provisions of any other Finance Document.



	30.3	Counterparts





A Finance Document may be executed in any number of counterparts.



	30.4	Third party rights





A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.



	31	LAW AND JURISDICTION






	31.1	English law





This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.



	31.2	Exclusive English jurisdiction





Subject to Clause 31.3, the courts of England shall have exclusive jurisdiction to settle any Dispute.



	31.3	Choice of forum for the exclusive benefit of the Creditor Parties





Clause 31.2 is for the exclusive benefit of the Creditor Parties, each of which reserves the right:



	(a)	to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and






	(b)	to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.





Neither Borrower shall commence any proceedings in any country other than England in relation to a Dispute.



77
















	31.4	Process agent





Each Borrower irrevocably appoints Top Properties (London) Limited at its registered office for the time being presently at 247 Gray's Inn Road, London, WC1X 8QZ, England to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute.



	31.5	Creditor Party rights unaffected





Nothing in this Clause 31 shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.



	31.6	Meaning of "proceedings" and "Dispute"





In this Clause 31, "proceedings" means proceedings of any kind, including an application for a provisional or protective measure and a "Dispute" means any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement) or any non-contractual obligation arising out of or in connection with this Agreement.


THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.








78










SCHEDULE 1


LENDERS AND COMMITMENTS


	
Lender

	
Lending Office

	
Commitment


(US Dollars)


 


	
ABN AMRO BANK N.V.

	
c/o Loan Administrator –


Transportation Clients


93 Coolsingel


3012 AE Rotterdam


The Netherlands

	
44,400,000


	 	 	 



















79




















SCHEDULE 2


DRAWDOWN NOTICE


	
To:

	
ABN AMRO BANK N.V.


93 Coolsingel


3012 AE Rotterdam


The Netherlands


	 	 
	
Attention:

	
Loans Administration

	 
	 	 	 
	 	 	
[•]










DRAWDOWN NOTICE



	1	We refer to the loan agreement (the "Loan Agreement") dated 9 July 2015 as amended and restated by an amending and restating agreement dated [•] 2015 made between ourselves, as Borrowers, the Lenders referred to therein, and yourselves as Agent, Arranger, Underwriter, Security Trustee and Swap Bank in connection with a facility of up to US$44,400,000. Terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice.











	2	We request to borrow the [Advance A] [Top-Up Advance] in respect of [Ship A][Ship B] as follows:











	(a)	Amount of Advance: US$[•];











	(b)	Drawdown Date: [•];











	(c)	Duration of the first Interest Period shall be [•] months; and











	(d)	Payment instructions: account in our name and numbered [•] with [•] of [•].











	3	We represent and warrant that:











	(a)	the representations and warranties in Clause 10 of the Loan Agreement would remain true and not misleading if repeated on the date of this notice with reference to the circumstances now existing; and











	(b)	no Event of Default or Potential Event of Default has occurred or will result from the borrowing of the Advance.











	4	This notice cannot be revoked without the prior consent of the Majority Lenders.











	5	[We authorise you to deduct any [accrued commitment][arrangement] fee referred to in Clause 20 from the amount of the Advance.]










[Name of Signatory]

















for and on behalf of


MONTE CARLO 37 SHIPPING COMPANY LIMITED and


MONTE CARLO 39 SHIPPING COMPANY LIMITED



80




















SCHEDULE 3


CONDITION PRECEDENT DOCUMENTS


PART A


The following are the documents referred to in Clause 9.1(a) required before service of the first Drawdown Notice.



	1	A duly executed original of:






	(a)	this Agreement;






	(b)	the Master Agreement;






	(c)	the Corporate Guarantee;






	(d)	the Agency and Trust Agreement;






	(e)	the Account Pledges;






	(f)	the Shares Pledges; and






	(g)	the Master Agreement Assignment.






	2	Copies of the articles of incorporation and constitutional documents of each Borrower, the Corporate Guarantor and any other Security Party.






	3	Copies of appropriate evidence of authorisation by the shareholders (or, as the case may be, the directors) of each Borrower and each Security Party authorising the execution of each of the Finance Documents and the Master Agreement to which that Borrower or that Security Party is a party and, in the case of a Borrower, authorising named officers to give the Drawdown Notices and other notices under this Agreement.






	4	The original of any power of attorney under which any Finance Document and the Master Agreement is executed on behalf of a Borrower, the Corporate Guarantor or any other Security Party.






	5	Copies of all consents which either Borrower, the Corporate Guarantor or any Security Party requires entering into, or making any payment under, any Finance Document and the Master Agreement.






	6	Copies of the Shipbuilding Contracts and of all documents signed or issued by the Borrowers, the Builder (or any of them) under or in connection with them.






	7	The originals of any mandates or other documents required in connection with the opening or operation of the Earnings Accounts and the Retention Accounts.






	8	Such documentary evidence as the Agent and its legal advisers may require in relation to the due authorisation and execution by the Builder of the Shipbuilding Contract to which it is a party.






	9	Certified true copies of the Approved Charters duly executed by the parties thereto.






	10	Documentary evidence that the agent for service of process named in Clause 31 has accepted its appointment.






81
















	11	Such documents and other evidence in such form as is requested by the Agent in order for the Lenders to comply with all necessary "know your customer" or "client acceptance" or other similar identification procedures (including, but not limited to, specimen signatures of all the directors and other officers of the Borrowers and each Security Party) in relation to the transactions contemplated in the Finance Documents.






	12	Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the Marshall Islands and such other relevant jurisdictions as the Agent may require.






	13	If the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.





PART B


The following are the documents referred to in Clause 9.1(b) required before each Drawdown Date. In Part B of this Schedule 3, the following definitions have the following meanings:



	(a)	"Relevant Borrower" means the Borrower which is the buyer of the Relevant Ship; and






	(b)	"Relevant Ship" means the Ship which is to be acquired by using the proceeds of the Advance being advanced on the relevant Drawdown Date.






	1	A duly executed original of the Mortgage, the General Assignment and the Approved Charterparty Assignment or, as the case may be, the Charterparty Assignment (and of each document to be delivered by each of them).






	2	Documentary evidence that:






	(a)	the Relevant Ship has been unconditionally delivered by the relevant seller to, and accepted by, the Relevant Borrower under the Shipbuilding Contract relative thereto, and the full Contract Price payable under that Shipbuilding Contract (in addition to the part to be financed by the relevant Advance) has been duly paid (together with a copy of each of the documents delivered by the relevant seller to the Relevant Borrower under the Shipbuilding Contract to which it is a party, including, but not limited to the bill of sale, the commercial invoice and the protocol of delivery and acceptance) relating to the Relevant Ship;






	(b)	the Relevant Ship is definitively and permanently registered in the name of the Relevant Borrower under an Approved Flag;






	(c)	the Relevant Ship is in the absolute and unencumbered ownership of the Relevant Borrower save as contemplated by the Finance Documents;






	(d)	the Relevant Ship maintains the class with a first class classification society which is a member of IACS as the Agent may approve free of all overdue recommendations and conditions of such classification society;






	(e)	the Mortgage relating to the Relevant Ship has been duly registered or recorded against the Relevant Ship as a valid first preferred or, as the case may be, priority ship mortgage in accordance with the laws of the applicable Approved Flag State; and






	(f)	the Relevant Ship is insured in accordance with the provisions of this Agreement and all requirements therein in respect of insurances have been complied with.






	3	Documents establishing that the Relevant Ship will, as from the Drawdown Date relating thereto, be managed by the Approved Managers on terms acceptable to the Lenders, together with:






82
















	(a)	the Approved Manager's Undertakings relative thereto; and






	(b)	copies of the Technical Manager's Document of Compliance and of the Relevant Ship's Safety Management Certificate (together with any other details of the applicable safety management system which the Agent requires), the ISSC and the IAPPC.






	4	Two valuations of the Relevant Ship, each prepared by an Approved Broker addressed to the Agent and otherwise prepared in accordance with Clause 15.3, stated to be for the purposes of this Agreement and dated not earlier than 15 days before the relevant Drawdown Date which shows a value for that Ship acceptable to the Agent.






	5	Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the law of Marshall Islands, the Approved Flag State on which the relevant Ship is registered and such other relevant jurisdictions as the Agent may require.






	6	A favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the insurances for the Relevant Ship as the Agent may require.






	7	Evidence that the fees payable to the Agent pursuant to paragraph (b) of Clause 20.1 have been paid by the Borrowers.






	8	Documentary evidence that the Agent for service of process named in Clause 31 has accepted its appointment.






	9	Evidence satisfactory to the Agent that the Minimum Liquidity Amount is standing to the credit of the relevant Retention Account pursuant to Clause 11.19.






	10	If the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.





PART C


The following are the documents referred to in Clause 9.1(c) required before each Drawdown Date. In Part C of this Schedule 3, the following definitions have the following meanings:



	(a)	"Relevant Borrower" means the Borrower which is the buyer of the Relevant Ship; and






	(b)	"Relevant Ship" means the Ship in respect of which the proceeds of the Advance being advanced on the relevant Drawdown Date shall be utilised.






	1	All documents and evidence described in Part B of Schedule 3;






	2	Two valuations of the Relevant Ship, each prepared by an Approved Broker addressed to the Agent and otherwise prepared in accordance with Clause 15.3, stated to be for the purposes of this Agreement and dated not earlier than 15 days before the relevant Drawdown Date which shows a value for that Ship acceptable to the Agent.






	3	Evidence that the fees payable to the Agent pursuant to paragraph (a) and (b) of Clause 20.1 have been paid by the Borrowers.






	4	If the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.





Each of the documents specified in paragraphs 2, 3, 5 and 6 of Part A and every other copy document delivered under this Schedule shall be certified as a true and up to date copy by a director or the secretary (or equivalent officer) of a Borrower.



83




















SCHEDULE 4


DESIGNATION NOTICE


	
To:

	
ABN AMRO BANK N.V.


93 Coolsingel


3012 AE Rotterdam


The Netherlands


	 	 
	 	
Attn:  [Ship Finance Portfolio Management]

	 
	 	 	 
	 	 	
[date]










Dear Sirs


Loan Agreement dated 9 July 2015 as amended and restated by an amending and restating agreement dated [•1 2015 (the "Loan Agreement") and made between (i) Monte Carlo 37 Shipping Company Limited And Monte Carlo 39 Shipping Company Limited as Borrowers, (ii) the Lenders, (iii) the Swap Bank, (iv) and yourselves as Agent, Underwriter, Arranger, Swap Bank and Security Trustee


We refer to:



	1	the Loan Agreement;






	2	the Master Agreement dated as of [•] made between ourselves and ABN Amro Bank N.V.; and






	3	a Confirmation delivered pursuant to the said Master Agreement dated [•] and addressed by ABN Amro Bank N.V. to us.





In accordance with the terms of the Loan Agreement, we hereby give you notice of the said Confirmation and hereby confirm that the Transaction evidenced by it will be designated as a "Designated Transaction" for the purposes of the Loan Agreement and the Finance Documents.


Yours faithfully







___________________________







for and on behalf of


MONTE CARLO 37 SHIPPING COMPANY LIMITED and


MONTE CARLO 39 SHIPPING COMPANY LIMITED



84




















SCHEDULE 5


TRANSFER CERTIFICATE


The Transferor and the Transferee accept exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to them respectively.


To:            ABN Amro Bank N.V. for itself and for and on behalf of each Borrower, each Security Party, the Security Trustee, each Lender and the Swap Bank, as defined in the Loan Agreement referred to below.


[•]








	1	This Certificate relates to a Loan Agreement (the "Loan Agreement") dated 9 July 2015 as amended and restated by an amending and restating agreement dated [•] 2015 and made between (1) Monte Carlo 37 Shipping Company Limited And Monte Carlo 39 Shipping Company Limited (the "Borrowers"), (2) the banks and financial institutions named therein as Lenders, (3) ABN Amro Bank N.V. as Swap Bank, (4) ABN Amro Bank N.V. as Agent (5) ABN Amro Bank N.V. as Underwriter (6) ABN Amro Bank N.V as Arranger and (7) ABN Amro Bank N.V. as Security Trustee for a loan facility of up to US$44,400,000.






	2	In this Certificate, terms defined in the Loan Agreement shall, unless the contrary intention appears, have the same meanings and:





"Relevant Parties" means the Agent, each Borrower, each Security Party, the Security Trustee, each Lender and the Swap Bank;


"Transferor" means [full name] of [lending office]; and


"Transferee" means [full name] of [lending office].



	3	The effective date of this Certificate is [•] Provided that this Certificate shall not come into effect unless it is signed by the Agent on or before that date.






	4	The Transferor assigns to the Transferee absolutely all rights and interests (present, future or contingent) which the Transferor has as Lender under or by virtue of the Loan Agreement and every other Finance Document (other than the Master Agreement) in relation to [•] per cent. of its Contribution, which percentage represents $[•].






	5	By virtue of this Certificate and Clause 26 of the Loan Agreement, the Transferor is discharged [entirely from its Commitment which amounts to $[•]] [from [•] per cent. of its Commitment, which percentage represents $[•]] and the Transferee acquires a Commitment of $[•].]






	6	The Transferee undertakes with the Transferor and each of the Relevant Parties that the Transferee will observe and perform all the obligations under the Finance Documents (other than the Master Agreement) which Clause 26 of the Loan Agreement provides will become binding on it upon this Certificate taking effect.






	7	The Agent, at the request of the Transferee (which request is hereby made) accepts, for the Agent itself and for and on behalf of every other Relevant Party, this Certificate as a Transfer Certificate taking effect in accordance with Clause 26 of the Loan Agreement.






	8	The Transferor:






85
















	(a)	warrants to the Transferee and each Relevant Party that:






		(i)	the Transferor has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which are in connection with this transaction; and






		(ii)	this Certificate is valid and binding as regards the Transferor;






	(b)	warrants to the Transferee that the Transferor is absolutely entitled, free of encumbrances, to all the rights and interests covered by the assignment in paragraph 4 above; and






	(c)	undertakes with the Transferee that the Transferor will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee's title under this Certificate or for a similar purpose.






	9	The Transferee:






	(a)	confirms that it has received a copy of the Loan Agreement and each of the other Finance Documents;






	(b)	agrees that it will have no rights of recourse on any ground against either the Transferor, the Agent, the Underwriter, the Security Trustee, any Lender or the Swap Bank in the event that: 






		(i)	any of the Finance Documents prove to be invalid or ineffective;






		(ii)	either Borrower or any Security Party fails to observe or perform its obligations, or to discharge its liabilities, under any of the Finance Documents;






		(iii)	it proves impossible to realise any asset covered by a Security Interest created by a Finance Document, or the proceeds of such assets are insufficient to discharge the liabilities of the Borrowers or Security Party under the Finance Documents;






	(c)	agrees that it will have no rights of recourse on any ground against the Agent, the Underwriter, the Security Trustee, any Lender or the Swap Bank in the event that this Certificate proves to be invalid or ineffective;






	(d)	warrants to the Transferor and each Relevant Party that:






		(i)	it has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which it needs to take or obtain in connection with this transaction; and






		(ii)	this Certificate is valid and binding as regards the Transferee; and






	(e)	confirms the accuracy of the administrative details set out below regarding the Transferee.






	10	The Transferor and the Transferee each undertake with the Agent, the Underwriter and the Security Trustee severally, on demand, fully to indemnify the Agent and/or the Security Trustee and/or the Underwriter in respect of any claim, proceeding, liability or expense (including all legal expenses) which they or either of them may incur in connection with this Certificate or any matter arising out of it, except such as are shown to have been mainly and directly caused by the gross and culpable negligence or dishonesty of the Agent's, the Underwriter's or the Security Trustee's own officers or employees.






	11	The Transferee shall repay to the Transferor on demand so much of any sum paid by the Transferor under paragraph 10 as exceeds one-half of the amount demanded by the Agent, the Underwriter or the Security Trustee in respect of a claim, proceeding, liability or expense which was not reasonably foreseeable at the date of this Certificate; but nothing in this






86















paragraph shall affect the liability of each of the Transferor and the Transferee to the Agent, the Underwriter or the Security Trustee for the full amount demanded by it.


	
[Name of Transferor]

	 	
[Name of Transferee]


	 	 	 
	 	 	 
	
By:

	 	
By:


	 	 	 
	
Date:

	 	
Date:


	 	 	 
	
Agent

	 	 
	 	 	 








	
Signed for itself and for and on behalf of itself


as Agent and for every other Relevant Party


ABN Amro Bank N.V.

	 	 
	 	 	 
	
By:

	 	 
	 	 	 
	
Date:

	 	 



















87




















Administrative Details of Transferee


	
Name of Transferee:


 


	
Lending Office:


 


	
Contact Person


 


	
(Loan Administration Department):


 


	
Telephone:


 


	
Fax:


 


	
Contact Person


 


	
(Credit Administration Department):


 


	
Telephone:


 


	
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. It is the responsibility of each Lender to ascertain whether any other documents are required for this purpose.



88




















EXECUTION PAGES


	
BORROWERS

	 	 
	 	 	 
	
SIGNED by

	
)

	 
	 	
)

	 
	
for and on behalf of

	
)

	 
	
MONTE CARLO 37 SHIPPING

	
)

	 
	
COMPANY LIMITED

	
)

	 
	
in the presence of:

	
)

	 
	 	 	 
	 	 	 
	
SIGNED by

	
)

	 
	 	
)

	 
	
for and on behalf of

	
)

	 
	
MONTE CARLO 39 SHIPPING

	
)

	 
	
COMPANY LIMITED

	
)

	 
	
in the presence of:

	
)

	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
LENDERS

	 	 
	 	 	 
	
SIGNED by

	
)

	 
	 	
)

	 
	
for and on behalf of

	
)

	 
	
ABN AMRO BANK N.V.

	
)

	 
	
in the presence of:

	
)

	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
SWAP BANK

	 	 
	 	 	 
	
SIGNED by

	
)

	 
	 	
)

	 
	
for and on behalf of

	
)

	 
	
ABN AMRO BANK N.V.

	
)

	 
	
in the presence of:

	
)

	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
AGENT

	 	 
	 	 	 
	
SIGNED by

	 	 
	 	 	 
	
for and on behalf of

	 	 
	
ABN AMRO BANK N.V.

	 	 
	
in the presence of:

	 	 




89















	
ARRANGER

	 	 
	 	 	 
	
SIGNED by

	
)

	 
	 	
)

	 
	
for and on behalf of

	
)

	 
	
ABN AMRO BANK N.V.

	 	 
	
in the presence of:

	
)

	 
	 	 	 
	 	 	 
	 	 	 
	
UNDERWRITER

	 	 
	 	 	 
	
SIGNED by

	
)

	 
	 	
)

	 
	
for and on behalf of

	
)

	 
	
ABN AMRO BANK N.V.

	
)

	 
	
in the presence of:

	
)

	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
SECURITY TRUSTEE

	 	 
	 	 	 
	
SIGNED by

	
)

	 
	 	
)

	 
	
for and on behalf of

	
)

	 
	
ABN AMRO BANK N.V.

	
)

	 
	
in the presence of:

	
)

	 
	 	 	 
	 	 	 
	 	 	 










90