d895892_ex4-7.htm


     

    
      Private
& Confidential

    

     

    
 

    
      	 
      	
              DATED
      11 JUNE 2008

            	 
      


    

     

     

    
 

     

    
      	
              SUPPLEMENTAL
      AGREEMENT

            
	 
	
               relating to
      a

            
	 
	
               Revolving Credit Facility of
      originally $360,000,000 provided by

            
	 
	
               the
      banks and financial institutions listed in Schedule 1 Part
      (a)

            
	 
      
	 


    

    


    
      	
              BANK
      OF SCOTLAND plc

            	
              (1)

            
	 	 
	
              (formerly
      known as The Governor and Company of the Bank of Scotland)

            	 
      
	 	 
	 	 
	
              and

            	 
      
	 	 
	 	 
	 	 
	
              ARIES
      MARITIME TRANSPORT LIMITED

            	
              (2)

            


    

    



    
      
        
          NORTON
ROSE

        

         


      

      
         


        
          

        

      

      
         


      

    


    Contents

    


     

                                                                                                                                           

     

    
      	Clause	 	 Page
	 	 	 
	
              1

            	
              Definitions 

            	
              2

            


    

     

    
      	
              2

            	
              Agreement
      of Agent 

            	
              3

            


    

     

    
      	
              3

            	
              Amendments
      to Principal Agreement 

            	
              4

            


    

     

    
      	
              4

            	
              Representations
      and warranties 

            	
              6

            


    

     

    
      	
              5

            	
              Conditions 

            	
              8

            


    

     

    
      	
              6

            	
              Security
      Documents 

            	
              9

            


    

     

    
      	
              7

            	
              Fees
      and expenses 

            	
              10

            


    

     

    
      	
              8

            	
              Miscellaneous
      and notices 

            	
              10

            


    

     

    
      	
              9

            	
              Applicable
      Law 

            	
              11

            


    

     

    
      	Schedule
      1	 	
               12

            


    

     

    
      	Part
      (a) The Banks	 	
               12

            


    

     

    
      	Part
      (b) The Co-Arrangers	 	
               14

            


    

     

    
      	Part
      (c) The Swap Banks	 	
               15

            


    

     

    
      	Schedule
      2 Form of Supplemental Letter	 	
               16

            


    

     

    
      	Schedule
      3	 	
               18

            


    

     

    
      	Form
      of Mortgage Addendum	 	
               18

            


    

     

      

     

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    THIS SUPPLEMENTAL AGREEMENT is
dated 11 June 2008, and made BETWEEN:

     

    
      	
              (1)  

            	
              ARIES MARITIME TRANSPORT
      LIMITED, a company incorporated in Bermuda with its registered
      office at Canon’s Court, 22 Victoria Street, Hamilton, Bermuda HM EX (the
      “Borrower”);

            


    

     

    
      	
              (2)  

            	
              BANK OF SCOTLAND plc
      (formerly The Governor and Company of the Bank of Scotland) acting
      for the purposes of this Agreement through its office at Marine Finance,
      2nd Floor Pentland House, 8 Lochside Avenue, Edinburgh, Scotland EH12 9DJ
      (the “Agent”) in
      its capacity as Agent, security agent and trustee for the Finance
      Parties.

            


    

     

    WHEREAS:

     

    
      	
              (A)  

            	
              this
      Agreement is supplemental to a facility agreement dated 3 April 2006 (the
      “Original Agreement”)
      and made between (1) the Borrower (2) the banks and financial
      institutions as set out in Schedule 1 part (a) of this Agreement and
      Schedule 1 part 1 of the Principal Agreement (the “Banks”), (3) Bank of
      Scotland plc and Nordea Bank Finland plc as joint lead arrangers (the
      “Arrangers”) (4)
      the banks and financial institutions as set out in Schedule 1 part (b) of
      this Agreement and Schedule 1 part 3 to the Principal Agreement in their
      capacity as co-arrangers (the “Co-Arrangers”), (5) the
      banks and financial institutions as set out in Schedule 1 part (c) of this
      Agreement and Schedule 1 part 2 to the Principal Agreement in their
      capacity as swap banks (the “Swap Banks”) and (6)
      the Agent (and together with the Banks, the Arrangers, the Co-Arrangers
      and the Swap Banks, the “Finance Parties” and
      each a “Finance Party”)
      as agent, security agent and trustee on behalf of the Finance
      Parties, pursuant to which the Banks agreed to make available to the
      Borrower upon the terms and conditions therein the aggregate sum of up to
      three hundred and sixty million Dollars ($360,000,000) (the “Loan”) as supplemented
      and amended by a first supplemental agreement dated 24 August 2006 (the
      “First Supplemental
      Agreement”), a second supplemental agreement dated 23 January 2007
      (the “Second Supplemental
      Agreement”), a third supplemental agreement dated 2 March 2007 (the
      “Third Supplemental
      Agreement”), a fourth supplemental agreement dated 1 August 2007
      (the “Fourth Supplemental
      Agreement”) and a side letter dated 3 August 2007 (the “Side Letter”) each made
      between the Borrower and the Agent (acting as Agent, security agent and
      trustee for the Finance Parties) (the Original Agreement as supplemented
      and amended by the First Supplemental Agreement, the Second Supplemental
      Agreement, the Third Supplemental Agreement, the Fourth Supplemental
      Agreement and the Side Letter, the “Principal
      Agreement”);

            


    

     

    
      	
              (B)  

            	
              the
      Borrower has requested that:

            


    

     

    
      	 	
              (i)  

            	
              there
      be a further relaxation of the interest coverage ratio set out at clause
      8.7.4 of the Principal Agreement (as previously amended pursuant to the
      Third Supplemental Agreement and the Side Letter dated 3 August 2007);
      and

            


    

     

    
      	 	
              (ii)  

            	
              the
      Agent confirms its approval to the execution
by:

            


    

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	 	
              (a)  

            	
              Olympic
      Galaxy Shipping Ltd. of a Memorandum of Agreement dated 8 March 2008
      pursuant to which it has agreed to sell its Marshall Islands flag vessel
      m.v. “ENERGY 1” to Blunt Capital Corp.;
and

            


    

     

    
      	 	
              (b)  

            	
              Dynamic
      Maritime Company of a Memorandum of Agreement dated 8 March 2008 pursuant
      to which it has agreed to sell its Marshall Islands flag vessel m.v. “MSC
      OSLO” to Tal Overseas S.A.; and

            


    

     

    
      	 	
              (iii)  

            	
              the
      Agent consents to the sale by Vintage Marine S.A. of its Marshall Islands
      flag vessel m.t. “ARIUS” to T. Klaveness Shipping A.S. or a company to be
      nominated by T. Klaveness Shipping
A.S.

            


    

     

    and this
Agreement sets out the terms and conditions upon which the Agent (in its
capacity as Agent, security agent and trustee for the Finance Parties) shall, at
the request of the Borrower, agree to such revision and approve and consent or
(as the context may require) confirm its approval and consent to the sale of the
Relevant Ships by the Relevant Owners.

     

    NOW IT IS HEREBY AGREED as
follows:

     

    
      	
              1  

            	
              Definitions

            


    

     

    
      	
              1.1  

            	
              Defined
      expressions

            


    

     

    Words and
expressions defined in the Principal Agreement shall unless the context
otherwise requires or unless otherwise defined herein, have the same meanings
when used in this Agreement.

     

    
      	
              1.2  

            	
              Definitions

            


    

     

    In this
Agreement, unless the context otherwise requires:

     

    “Effective Date” means the
date on which the Agent notifies the Borrower in writing that the Agent has
received the documents and evidence specified in clause 5 in a form and
substance satisfactory to it;

     

    “Mortgage Addendum” means the
addendum executed or (as the context may require) to be executed by each Owner
in favour of the Agent in the form set out in schedule 3 (being supplemental to
each first preferred Marshall Islands mortgage) executed by each relevant Owner
in favour of the Agent over its Ship (collectively the “Mortgage
Addenda”);

     

    “Relevant Documents” means
this Agreement, the Mortgage Addenda and the Supplemental Letters;

     

    “Relevant Owners” means
Olympic Galaxy Shipping Ltd., Dynamic Maritime Company Ltd. and Vintage Marine
S.A. or where the context so requires or permits, means any or all of
them;

     

    “Relevant Parties” means the
Borrower, each Owner, any Manager and any other Security Party or where the
context so requires or permits, means any or all of them; and

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Relevant Ships” means m.v.
“ENERGY 1”, m.v. “MSC OSLO” and m.t. “ARIUS” or where the context so requires or
permits, means any or all of them;

     

    “Supplemental Letters” means
the letters supplemental to the Security Documents executed or (as the context
may require) to be executed by the Security Parties who are not party to this
Agreement in favour of the Agent in the form set out in Schedule 2.

     

    
      	
              1.3  

            	
              Principal
      Agreement

            


    

     

    References
in the Original Agreement to “this Agreement” shall, with effect from the
Effective Date and unless the context otherwise requires, be references to the
Original Agreement as supplemented and amended by the First Supplemental
Agreement, the Second Supplemental Agreement, the Third Supplemental Agreement,
the Fourth Supplemental Agreement, the Side Letter and this Agreement and words
such as “herein”, “hereof’, “hereunder”, “hereafter”, “hereby” and “hereto”,
where they appear in the Original Agreement, shall be construed
accordingly.

     

    
      	
              1.4  

            	
              Headings

            


    

     

    Clause
headings and the table of contents are inserted for convenience of reference
only and shall be ignored in the interpretation of this Agreement.

     

    
      	
              1.5  

            	
              Construction
      of certain terms

            


    

     

    Clause
1.4 of the Original Agreement shall apply to this agreement (mutatis mutandis)
as if set out herein and as if references therein to “this Agreement” were
references to this Agreement.

     

    
      	
              2  

            	
              Agreement
      of Agent

            


    

     

    
      	
              2.1  

            	
              Agreement

            


    

     

    The
Agent, relying upon the representations and warranties on the part of the
Borrower contained in clause 4 and the other terms and conditions of this
Agreement and subject to the amendment of the Principal Agreement as set out in
clause 3, hereby:

     

    
      	 	
              (a)  

            	
              agrees
      to a further relaxation of the interest coverage ratio set out at clause
      8.7.4 of the Principal Agreement (as previously amended pursuant to the
      Third Supplemental Agreement and the Side Letter);
  and

            


    

     

    
      	 	
              (b)  

            	
              confirms
      its approval to the execution by:

            


    

     

    
      	 	
              (i)  

            	
              Olympic
      Galaxy Shipping Ltd. of a Memorandum of Agreement dated 8 March 2008
      pursuant to which it has agreed to sell its Marshall Islands flag vessel
      m.v. “ENERGY 1” to Blunt Capital Corp.;
and

            


    

     

    
      	 	
              (ii)  

            	
              Dynamic
      Maritime Company Ltd. of a Memorandum of Agreement dated 8 March 2008
      pursuant to which it has agreed to sell its Marshall Islands flag vessel
      m.v. “MSC OSLO” to Tal Overseas S.A.;
and

            


    

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	 	
              (c)  

            	
              consents
      to the sale by Vintage Marine S.A. of its Marshall Islands flag vessel
      m.t. “ARIUS” to T. Klaveness Shipping A.S. or a company to be nominated by
      T. Klaveness Shipping A.S.

            


    

     

    
      	
              3  

            	
              Amendments
      to Principal Agreement

            


    

     

    
      	
              3.1  

            	
              Amendments

            


    

     

    The
Principal Agreement shall, with effect on and from the Effective Date, be (and
it is hereby) amended in accordance with the following provisions (and the
Principal Agreement (as so amended) will continue to be binding upon the
Borrower and each of the Finance Parties, party thereto upon such terms as so
amended):

     

    
      	
              3.1.1  

            	
              The
      definition of “Margin” in clause 1.2 of the Principal Agreement shall be
      deleted and
      replaced with the following:

            


    

     

    “Margin” means subject to the
proviso hereto the margin listed in the following table which shall be adjusted,
to the extent that this may be necessary, on the basis of the most recent
Compliance Certificate with effect from the next following date upon which
interest is payable pursuant to clause 3.1. In the event of the Borrower failing
to provide a Compliance Certificate pursuant to clause 8.7.7 the margin shall be
1.75% per annum.

     

    
      	 	
              Corporate
      Leverage

               

            	
              Margin

               

            
	 	
              <
      50%

            	
              1.125%
      per annum

               

            
	 	
              > 50%
      but < 60%

            	
              1.250%
      per annum

               

            
	 	
              > 60% but
      < 65%

            	
              1.375%
      per annum

               

            
	 	
              >
      65%

            	
              1.500%
      per annum

               

            


    

    


    Where:

     

    “Corporate Leverage” means, at
any time in respect of the Borrower’s Group, the ratio of outstanding Total
Liabilities divided by the Total Assets, the latter adjusted by the Agent for
the difference between Fleet Market Value and Fleet Book Value

     

    Provided
always that for any period during which the Borrower fails to maintain a ratio
of EBITDA to interest payable on a trailing four (4) Financial Quarter basis of
not less than 3.00 to 1.00 (determined in accordance with the definitions set
out at clause 8.6 of the Principal Agreement) the Margin shall be 1.75% per
annum from the commencement of the Relevant Period (as defined in clause 8.6)
during which the Borrower failed to maintain the said ratio.

     

    
      	
              3.1.2  

            	
              the
      following definitions contained in clause 8.6 of the Principal Agreement
      shall be deleted and the following new definitions be deemed to be
      inserted in their place as of, and with effect from, 31 December
      2007:

            


    

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Current Assets” means, at any
time in respect of the Borrower’s Group, the amount of current assets of the
Borrower’s Group on a consolidated basis which would be included as current
assets in a consolidated balance sheet of the Borrower’s Group in accordance
with GAAP drawn up at such time together with such amount of Cash and Cash
Equivalent Investments forming part of the Minimum Liquidity and/or the
Retention Amount (but always excluding any current assets arising from
Derivative Financial Instruments) which may be disregarded from the current
assets in a consolidated balance sheet of the Borrower’s Group but excluding the
value of any Ship(s) which the Borrower’s Group has committed to sell in
accordance with any valid and effective sale and purchase
agreement(s);

     

    “Current Liabilities” means,
at any time in respect of the Borrower’s Group, the amount of current
liabilities of the Borrower’s Group on a consolidated basis which would be
included as current liabilities in the consolidated balance sheet of the
Borrower’s Group in accordance with GAAP drawn up at such time excluding
Deferred Revenue and Loan Prepayment and all current liabilities arising from
Derivative Financial Instruments;

     

    and the
following new definition shall be deemed to be added as of, and with effect
from, 31 December 2007:

     

    “Loan Prepayment” means any
voluntary and/or mandatory prepayment of any part of the Loan resulting from the
sale of any of the Ships;

     

    
      	
              3.1.3  

            	
              clause
      8.7.4 of the Principal Agreement shall be deleted and the following new
      clause
      inserted in its place:

            


    

     

    8.7.4
Interest
Coverage

     

    subject
to the proviso hereto maintain a ratio of EBITDA to Interest Payable on a
trailing four (4) Financial Quarter basis of not less than 3.00 to 1.00 provided
that with respect to the interest coverage calculations to be made on the
Financial Quarter Days:

     

    
      	 	
              (a)  

            	
              ending
      on 31 December 2007, 31 March 2008 and 30 June 2008 the aforesaid ratio
      shall be not less than 2.25 to 1.00;
and

            


    

     

    
      	 	
              (b)  

            	
              ending
      on 30 September 2008 the aforesaid ratio shall be not less than 2.75 to
      1.00.

            


    

     

    For the
avoidance of doubt the aforesaid ratio shall revert to not less than 3.00 to
1.00 by the Financial Quarter Day ending on 31 December 2008 and shall remain at
not less than 3.00 to 1.00 for the rest of the Security Period.

     

    
      	
              3.1.4  

            	
              The
      Commitment shall as from 3 April 2008 be reduced from three hundred and
      sixty
      million Dollars ($360,000,000) to two hundred and ninety million Dollars
      ($290,000,000).

            


    

     

    
      	
              3.1.5  

            	
              The
      Borrower shall in no circumstances whatsoever declare or pay any dividends
      or distribute any of its present or future assets, undertakings, rights or
      revenues to any of its shareholders for the Financial Quarter (as defined
      in clause 8.6 of the Principal Agreement) ended on 31 December
      2007.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              3.1.6  

            	
              From
      the date of this Agreement until 31 December 2008 any and all requests by
      the Borrower made pursuant to sub-clauses 8.3.5, 8.3.7 and 8.3.8 of the
      Principal Agreement as supplemented and amended by this Agreement shall be
      subject to the unanimous approval of all the
  Banks.

            


    

     

    
      	
              3.2  

            	
              Sale
      of Ships

            


    

     

    
      	
              3.2.1  

            	
              In
      consideration of the Agent’s agreement contained in clause 2.1 the
      Borrower has agreed with the Agent that on or before 30 June 2008 (for the
      purposes of this clause 3.2.1 the “Prepayment Period”) the
      Borrower shall make a prepayment of the Loan so that the Loan shall be
      reduced from two hundred and eighty four million eight hundred thousand
      Dollars ($284,800,000) to two hundred million Dollars ($200,000,000). The
      reduction of the Loan shall be achieved by the Borrower procuring the sale
      of the Relevant Ships and other Ships by the Relevant Owners and other
      Owners and the application of the entire sale proceeds of the Relevant
      Ships and other Ships in prepayment of the Loan. In the event that any
      such sale of a Relevant Ship or other Ship is not completed by the expiry
      of the Prepayment Period the Agent may, in its sole and absolute
      discretion and to the extent that the Agent is satisfied that the Relevant
      Ship or other Ship is subject to a legally binding Memorandum of Agreement
      in a form and substance acceptable to the Agent, extend the Prepayment
      Period by up to three (3) months.

            


    

     

    
      	
              3.2.2  

            	
              For
      the avoidance of doubt and not withstanding the provisions of clause 3.2.1
      the Borrower shall procure and ensure
that:

            


    

     

    
      	 	
              (a)  

            	
              under
      no circumstances shall any Owner bind itself in any way to sell its Ship
      and/or enter into any agreement for the sale of its Ship without the prior
      written consent of the Arrangers;
and

            


    

     

    
      	 	
              (b)  

            	
              the
      entire sale proceeds of each of the Relevant Ships and any other Ships to
      be sold by an Owner in order to satisfy the provisions of clause 3.2.1
      shall be applied in full in prepayment of the
  Loan.

            


    

     

    
      	
              3.3  

            	
              Continued
      force and effect

            


    

     

    Save as
amended by this Agreement, the provisions of the Principal Agreement shall
continue in full force and effect and the Principal Agreement and this Agreement
shall be read and construed as one instrument.

     

    
      	
              4  

            	
              Representations
      and warranties

            


    

     

    
      	
              4.1  

            	
              Primary
      representations and warranties

            


    

     

    The
Borrower represents and warrants to the Agent and the other Finance Parties
that:

     

    
      	
              4.1.1  

            	
              Existing
      representations and warranties

            


    

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    the
representations and warranties set out in clause 7 of the Principal Agreement
were true and correct on the date of the Principal Agreement and are true and
correct, including to the extent that they may have been or shall be amended by
this Agreement, as if made at the date of this Agreement with reference to the
facts and circumstances existing at such date (and so that the representation
and warranty set out in clause 7.1.9 of the Principal Agreement shall refer to
the latest audited financial statements delivered under clause 8.1.5 of the
Principal Agreement;

     

    
      	
              4.1.2  

            	
              Corporate
      power

            


    

     

    each of
the Relevant Parties has power to execute, deliver and perform its obligations
under the Relevant Documents to which it is or is to be a party; all necessary
corporate, shareholder and other action has been taken by each of the Relevant
Parties to authorise the execution, delivery and performance of the Relevant
Documents to which it is or is to be a party;

     

    
      	
              4.1.3  

            	
              Binding
      obligations

            


    

     

    the
Relevant Documents to which it is or is to be a party constitute valid and
legally binding obligations of each of the Relevant Parties enforceable in
accordance with their terms;

     

    
      	
              4.1.4  

            	
              No
      conflict with other obligations

            


    

     

    the
execution, delivery and performance of the Relevant Documents to which it is or
is to be a party by each of the Relevant Parties will not (i) contravene any
existing law, statute, rule or regulation or any judgment, decree or permit to
which any of the Relevant Parties is subject, (ii) conflict with, or result in
any breach of any of the terms of, or constitute a default under, any agreement
or other instrument to which any of the Relevant Parties is a party or is
subject or by which it or any of its property is bound or (iii) contravene or
conflict with any provision of their respective documents of incorporation or
other constitutional documents of any of the Relevant Parties or (iv) result in
the creation or imposition of or oblige any of the Relevant Parties to create
any Encumbrance (other than a Permitted Encumbrance) on any of the undertaking,
assets, rights or revenues of any of the Relevant Parties;

     

    
      	
              4.1.5  

            	
              No
      filings required

            


    

     

    save for
the registration of the Mortgage Addenda through the Corporate and Maritime
Administrator of the Republic of the Marshall Islands it is not necessary to
ensure the legality, validity, enforceability or admissibility in evidence of
any of the Relevant Documents that they or any other instrument be notarised,
filed, recorded, registered or enrolled in any court, public office or elsewhere
in any Relevant Jurisdiction or that any stamp, registration or similar tax or
charge be paid in any Relevant Jurisdiction on or in relation to the Relevant
Documents and each of the Relevant Documents is in proper form for its
enforcement in the courts of each Relevant Jurisdiction;

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
              4.1.6  

            	
              Choice
      of law

            


    

     

    the
choice of English law to govern the Relevant Documents (other than the Mortgage
Addenda) and the choice of the laws of the Marshall Islands to govern the
Mortgage Addenda and the submissions by the Relevant Parties to the
non-exclusive jurisdiction of the English courts are valid and binding;
and

     

    
      	
              4.1.7  

            	
              Consents
      obtained

            


    

     

    every
consent, authorisation, licence or approval of, or registration or declaration
to, governmental or public bodies or authorities or courts required by any of
the Relevant Parties in connection with the execution, delivery, validity,
enforceability or admissibility in evidence of the Relevant Documents to which
it is or will become a party or the performance by any of the Relevant Parties
of their respective obligations under such documents has been obtained or made
and is in full force and effect and there has been no default in the observance
of any conditions or restrictions (if any) imposed in, or in connection with,
any of the same.

     

    
      	
              4.2  

            	
              Repetition
      of representations and warranties

            


    

     

    Each of
the representations and warranties contained in this Agreement and clause 7 of
the Principal Agreement shall be deemed to be repeated by the Borrower on the
Effective Date as if made with reference to the facts and circumstances existing
on such day.

     

    
      	
              5  

            	
              Conditions

            


    

     

    
      	
              5.1  

            	
              Documents
      and evidence

            


    

     

    The
agreement of the Agent referred to in clause 2 shall be subject to the receipt
by the Agent or its duly authorised representative of the following conditions
precedent in a form and substance satisfactory to the Agent in its sole
discretion:

     

    
      	
              5.1.1  

            	
              the
      Supplemental Letters duly executed;

            


    

     

    
      	
              5.1.2  

            	
              evidence
      as to the due authority of the person(s) executing this Agreement and the
      Supplemental Letters;

            


    

     

    
      	
              5.1.3  

            	
              evidence
      that the Borrower has properly and validly executed this Agreement and
      that the provisions of this Agreement are binding upon
  it;

            


    

     

    
      	
              5.1.4  

            	
              evidence
      that each Security Party has properly and validly executed a Supplemental
      Letter in relation to those Security Documents to which it is a party and
      that the provisions of the relevant Supplemental Letter are binding upon
      it;

            


    

     

    
      	
              5.1.5  

            	
              evidence
      that the Borrower and each of the other Security Parties have obtained all
      consents and authorisations necessary to enable each of them to enter into
      this Agreement (in the case of the Borrower) and the Supplemental Letters
      (in the case of the Security Parties) and all documents and other
      instruments to be executed by each of them in connection therewith or
      pursuant thereto;

            


    

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              5.1.6  

            	
              evidence
      that the Borrower, each Owner and the Manager are in good standing under
      the
      laws of their respective places of
  incorporation;

            


    

     

    
      	
              5.1.7  

            	
              evidence
      that the Mortgage Addenda have been properly and validly executed and
      registered against each of the Ships through the Maritime and Corporate
      Administrator of the Republic of the Marshall
  Islands;

            


    

     

    
      	
              5.1.8  

            	
              legal
      opinions in relation to the laws of the Marshall Islands and the laws of
      Bermuda each in favour of the Agent confirming (inter alia) the due
      execution of each of the Relevant
Documents;

            


    

     

    
      	
              5.1.9  

            	
              the
      Memorandum of Agreement relating to each of the Relevant
      Ships;

            


    

     

    
      	
              5.1.10  

            	
              evidence
      that each Relevant Owner and each buyer party to a Memorandum of Agreement
      referred to at clause 5.1.9 have properly and validly executed the said
      Memorandum of Agreement and that the said Memorandum of Agreement is
      binding upon each of them; and

            


    

     

    
      	
              5.1.11  

            	
              an
      original or certified true copy of a letter from the Borrower’s agent for
      receipt of service of proceedings accepting its appointment under this
      Agreement as the Borrower’s process
agent.

            


    

     

    
      	
              5.2  

            	
              General
      conditions precedent

            


    

     

    The
agreement of the Agent referred to in clause 2 shall be further subject
to:

     

    
      	
              5.2.1  

            	
              the
      representations and warranties in clause 4 being true and correct on the
      Effective Date as if each was made with respect to the facts and
      circumstances existing at such time;
and

            


    

     

    
      	
              5.2.2  

            	
              no
      Default having occurred and continuing at the time of the Effective
      Date.

            


    

     

    
      	
              5.3  

            	
              Waiver
      of conditions precedent

            


    

     

    The
conditions specified in this clause 5 are inserted solely for the benefit of the
Agent and may be waived by the Agent in whole or in part with or without
conditions.

     

    
      	
              6  

            	
              Security
      Documents

            


    

     

    The
Borrower further acknowledges and agrees, for the avoidance of doubt,
that:

     

    
      	
              6.1.1  

            	
              each
      of the Security Documents to which it is a party, and its obligations
      thereunder, shall remain in full force and effect notwithstanding the
      amendments made to the Principal Agreement by this Agreement;
      and

            


    

     

    
      	
              6.1.2  

            	
              with
      effect from the Effective Date, references to “the Agreement” or “the
      Facility Agreement” in any of the other Security Documents to which it is
      a party shall henceforth be a reference to the Principal Agreement as
      amended by this Agreement and as from time to time hereafter
      amended.

            


    

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
              7  

            	
              Fees
      and expenses

            


    

     

    
      	
              7.1  

            	
              Fee

            


    

     

    The
Borrower agrees to pay to the Agent, on the date of this Agreement, an amendment
fee of three hundred and sixty two thousand five hundred Dollars ($362,500) to
be distributed between the Banks in the same manner as commitment
commission;

     

    
      	
              7.2  

            	
              Expenses

            


    

     

    The
Borrower agrees to pay to the Agent on a full indemnity basis on demand all
expenses (including legal and out-of-pocket expenses) incurred by the
Agent:

     

    
      	
              7.2.1  

            	
              in
      connection with the negotiation, preparation, execution and, where
      relevant, registration
      of this Agreement and the other Relevant Documents and of any amendment or
      extension of or the granting of any waiver or consent under this Agreement
      or the other Relevant Documents;

            


    

     

    
      	
              7.2.2  

            	
              in
      contemplation of, or otherwise in connection with, the enforcement of, or
      preservation
      of any rights under this Agreement or the other Relevant Documents or
      otherwise in respect of the monies owing and obligations incurred under
      this Agreement and the other Relevant
Documents,

            


    

     

    together
with interest at the rate referred to in clause 3.4 of the Principal Agreement
from the date on which such expenses were incurred to the date of payment (as
well after as before judgment).

     

    
      	
              7.3  

            	
              Value
      Added Tax

            


    

     

    All fees
and expenses payable pursuant to this clause 7 shall be paid together with value
added tax or any similar tax (if any) properly chargeable thereon.

     

    
      	
              7.4  

            	
              Stamp
      and other duties

            


    

     

    The
Borrower agrees to pay to the Agent on demand all stamp, documentary,
registration or other like duties or taxes (including any duties or taxes
payable by the Agent) imposed on or in connection with this Agreement and the
other Relevant Documents and shall indemnify the Agent against any liability
arising by reason of any delay or omission by the Borrower to pay such duties or
taxes.

     

    
      	
              8  

            	
              Miscellaneous
      and notices

            


    

     

    
      	
              8.1  

            	
              Notices

            


    

     

    The
provisions of clause 17.1 of the Principal Agreement shall extend and apply to
the giving or making of notices or demands hereunder as if the same were
expressly stated herein.

     

    
    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      
        	
                8.2  

              	
                Counterparts

              


      

       

    

    This
Agreement may be executed in any number of counterparts and by the different
parties on separate counterparts, each of which when so executed and delivered
shall be an original but all counterparts shall together constitute one and the
same instrument.

     

    
      	
              9  

            	
              Applicable
      law

            


    

     

    
      	
              9.1  

            	
              Law

            


    

     

    This
Agreement is governed by and shall be construed in accordance with English
law.

     

    
      	
              9.2  

            	
              Submission
      to jurisdiction

            


    

     

    The
Borrower agrees, for the benefit of the Agent, that any legal action or
proceedings arising out of or in connection with this Agreement against the
Borrower or any of its assets may be brought in the English courts. The Borrower
irrevocably and unconditionally submits to the jurisdiction of such courts and
irrevocably designates, appoints and empowers Seabreeze (UK) Limited at present
of Hampton House, 20 Albert Embankment, London SE1 7TJ, England to receive for
it and on its behalf, service of process issued out of the English courts in any
such legal action or proceedings. The submission to such jurisdiction shall not
(and shall not be construed so as to) limit the right of the Agent and/or the
other Finance Parties to take proceedings against the Borrower in the courts of
any other competent jurisdiction nor shall the taking of proceedings in any one
or more jurisdictions preclude the taking of proceedings in any other
jurisdiction, whether concurrently or not.

     

    The
parties further agree that only the Courts of England and not those of any other
State shall have jurisdiction to determine any claim which the Borrower may have
against the Agent and/or the Finance Parties or any of them arising out of or in
connection with this Agreement.

     

    IN WITNESS whereof the parties
to this Agreement have caused this Agreement to be duly executed on the date
first above written.

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    Schedule
1

     

    Part
(a)

     

    The
Banks

     

    


    
      	
               

              Name

               

            	
               

              Address
      and fax

               

            
	
              Bank
      of Scotland plc

            	
              2nd
      Floor, Pentland House 

              8
      Lochside Avenue

              Edinburgh
      EH12 9DJ

              Scotland

              Fax:
      +44 131 659 0387

            
	 
      	 
      
	
              Nordea
      Bank Finland plc, London Branch

            	
              8th
      Floor

              City
      Place House

              55
      Basinghall Street London 

              EC2V
      5HB England

              Fax:
      +44 207 726 9188

            
	 
      	 
      
	
              HSH
      Nordbank AG

            	
              HSH
      Nordbank AG

              Gerhart
      - Hauptmann-Platz 50 

              20095
      Hamburg

              Germany

              Fax:
      +49 40 3333 34118

            
	 
      	 
      
	
              The
      Governor and Company of the Bank of Ireland

            	
              Lower
      Baggot Street Dublin 2

              Ireland

              Fax:
      +353 1 611 5411   

              Att:John
      Hartigan

            
	 
      	 
      
	
              Sumitomo
      Mitsui Banking Corporation, Brussels Branch

            	
              Avenue
      des Arts 58

              Box
      18

              1000
      Brussels, Belgium

              Fax:
      +44 (0)207 786 1569

              Att:
      European Loan Operations Email:lesley_kelly@gb.smbcgroup.com,
      

              ainsley_bastick@gb.smbcgroup.com

              with
      copy to

              Fax:
      +32 2 5131601

            


    

    



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    


    
      	
               

              Name

               

            	
               

              Address
      and fax

            
	 
      	
              Att:
      Jean-Luc Renard

              Email:
      jean-luc_renard@be.smbcgroup.com

            
	 
      	 
      
	
              Bayerische
      Hypo- and Vereinsbank AG

            	
              Kardinal-Faulhaber-Str.1

              80311
      Miinchen acting through its office at Alter Wall 22

              20457
      Hamburg

              Germany

              Fax:
      +49 40 3692 3696

            
	 
      	 
      
	
              Commerzbank
      Aktiengesellschaft

            	
              Hamburg
      Branch 

              Ness
      7-9,

              D-20457
      Hamburg 

              Germany

              Fax:            +49
      (0)40 3683 2049

              Att:            Bjorn
      Brandmahl

              Email:        bjoern.brandmaehl@commerzbank.com

            
	 
      	 
      
	
              General
      Electric Capital Corporation

            	
              c/o
      GE Transportation Finance 

              201
      High Ridge Road

              Stamford,
      Connecticut
      06927

              USA

              Fax:
      +1 203 585 0597

            
	 
      	 
      
	
              Natixis
      (formerly known as Natexis Banques Populaires)

            	
              68/67
      Quai de la Rapee 75012 Paris

              France

              Fax:
      +33 1 58 19 36 72/ 60

              Att:
      Amelie Zucchi and Didier Berger

              Email: amelie.zucchi@natixis.fr / didier.berger@natixis.fr

            
	 
      	 
      
	
              Swedbank
      AB (Publ)

            	
              Brunkebergstorg
      8

              Swedbank
      Shipping E421 

              SE-105
      34 Stockholm 

              Sweden

              Fax:      +46
      8 723 7150

              Att:     Dagobert
      Billsten and/or Karin Nilsson

              Email: dagobert.billsten@swedbank.se

              /
      karin.nilsson@swedbank.se

            
	 
      	 
      


    

    



    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    Part
(b)

     

    The
Co-Arrangers

     

    
      	
               

              Name

               

            	
               

              Address
      and fax

            
	
              The
      Governor and Company of the

              Bank
      of Ireland

            	
              Lower
      Baggot Street

              Dublin
      2

              Ireland

               

              Fax:
      +353 1 604 4796

              Att:
      Ann Marie Dodd

              Email:
      annmarie.dodd@boimail.com

            
	 
      	 
      
	
              HSH
      Nordbank AG

            	
              HSH
      Nordbank AG

              Gerhart
      - Hauptmann-Platz 50

              20095
      Hamburg

              Germany

               

              Fax:
      +49 40 3333 34118

            
	 
      	 
      
	
              Sumitomo
      Mitsui Banking

              Corporation,
      Brussels Branch

            	
              Avenue
      des Arts 58

              Box
      18

              1000
      Brussels, Belgium

               

              Fax:
      +44 (0)207 786 1569

              Att:
      European Loan Operations

              Email:
      lesley_kelly@gb.smbcgroup.com,

              ainsley_bastick@gb.smbcgroup.com

               

              with
      copy to

              Fax:
      +32 2 5131601

              Att:
      Jean-Luc Renard

              Emailjean-luc_renard@
      be.smbcgroup.com

            
	 
      	 
      


    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    Part
(c)

     

    The
Swap Banks

     

    
      	
               

              Name

               

            	
               

              Address
      and fax

            
	
              Bank
      of Scotland plc

            	
              2nd
      Floor, Pentland House

              8
      Lochside Avenue

              Edinburgh
      EH12 9DJ

              Scotland

               

              Fax:
      +44 131 659 0387

            
	 
      	 
      
	
              HBOS
      Treasury Services plc

            	
              33
      Old Broad Street

              London

              EC2N
      1HZ

              England

               

              Fax:
      +44 20 7574 8133

            
	 
      	 
      
	
              Nordea
      Bank Finland plc, London Branch

            	
              8th
      Floor

              City
      Place House

              55
      Basinghall Street

              London
      EC2V 5HB

              England

               

              Fax:
      +44 207 726 9188

            
	 
      	 
      
	
              The
      Governor and Company of the Bank of Ireland

            	
              Lower
      Baggot Street

              Dublin
      2

              Ireland

               

              Fax:
      +353 1 604 4796

              Att:
      Ann Marie Dodd

              Email:
      annmarie.dodd@boimail.com

            
	 
      	 
      
	
              HSH
      Nordbank AG

            	
              HSH
      Nordbank AG

              Gerhart
      - Hauptmann-Platz 50

              20095
      Hamburg

              Germany

               

              Fax:
      +49 40 3333 34118

            
	 
      	 
      
	
              SMBC
      Capital Markets, Inc.

            	
              277
      Park Avenue, 5th Floor

              New
      York, NY
      10172

              USA

               

              Fax
      : +1 212 224 4948

            
	 
      	 
      


    

    



    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Schedule
2

     

    Form
of Supplemental Letter

     

    
      	
              To:

            	
              Bank
      of Scotland plc

            


    

    
      	
               
      

            	
              Marine
      Finance

            


    

    
      	
               
      

            	
              2nd
      Floor

            


    

    
      	
               
      

            	
              Pentland
      House

            


    

    
      	
               
      

            	
              8
      Lochside Avenue

            


    

    
      	
               
      

            	
              Edinburgh
      EH12 9DJ

            


    

    2008

     

    Dear
Sirs,

     

    Facility
Agreement dated 3 April 2006 and made between Aries Maritime Transport Limited
and Bank of Scotland plc relating to a Revolving Credit Facility of up to
US$360,000,000 as supplemented and amended from time to time (the “Principal
Agreement”)

     

    We refer
to the supplemental agreement dated [•] 2008 (the “Supplemental Agreement”) made
between (1) Aries Maritime Transport Limited (the “Borrower”) and (2) Bank of
Scotland plc (the “Agent”
acting as security agent and trustee for the Finance Parties) pursuant to
which the terms of the Principal Agreement were supplemented and amended, a copy
of which Supplemental Agreement is attached to this letter.

     

    Words and
expressions defined in the Supplemental Agreement shall, unless otherwise
defined herein, have the same meaning when used in this letter.

     

    We hereby
confirm that we have reviewed the terms of the Supplemental Agreement and
consent to the amendments to the Principal Agreement contained in the
Supplemental Agreement and agree that:

     

    
      	
               
      

            	
              (a)

            	
              the
      Security Documents (as defined in the Loan Agreement) to which we are a
      party, and our obligations thereunder, shall remain and continue in full
      force and effect notwithstanding the said amendments to the Principal
      Agreement contained in the Supplemental Agreement and/or the sale of any
      of the Relevant Ships or any other Ships as envisaged in clause 3.2.1 of
      the Supplemental Agreement; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              with
      effect from the date upon which the conditions set out in clause 5 of the
      Supplemental Agreement have been satisfied, references in the Security
      Documents to which we are a party to “the Agreement” or “the Facility
      Agreement” shall henceforth be references to the Principal Agreement as
      amended and supplemented by the Supplemental Agreement and as from time to
      time hereafter amended and shall also be deemed to include the
      Supplemental Agreement, any applicable Mortgage Addendum and the
      obligations of the Borrower
thereunder.

            


    

     

    Without
prejudice to the generality of the foregoing we confirm that we are fully aware
of the Borrower’s obligation to reduce the Loan in accordance with the
provisions of clause 3.2.1 of the Supplemental Agreement and of the fact that
certain of the Ships will need to be sold and we hereby consent and agree to any
such sale(s).

     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    This
letter is executed as a Deed and is governed by and shall be construed in
accordance with English law.

     

    
      	
              SIGNED, SEALED and
      DELIVERED as a DEED

            	
              )

            	 
      
	
              by

            	
              )

            	 
      
	
              for
      and on behalf of

            	
              )

            	 
      
	
              [ALL
      OTHER SECURITY PARTIES]

            	
              )

            	
              .....................

            
	
              pursuant
      to board resolutions

            	
              )

            	
              Attorney-in-fact

            
	
              dated                        
      2008

            	
              )

            	 
      
	
              in
      the presence of:

            	
              )

            	 
      
	 
      	 
      	 
      
	
              ...............................

              Witness

              Name:

              Address:

              Occupation:

            	 
      	 
      


    

    


    


    



    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    Schedule
3

     

    Form
of Mortgage Addendum

     


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    ADDENDUM
TO

     

    FIRST
PREFERRED SHIP MORTGAGE

     

    <VESSEL
NAME>

     

    THIS ADDENDUM dated
May      , 2008
to First Preferred Ship Mortgage dated <Mortgage
Date>

     

    BETWEEN:

     

    
      	
              (1)

            	
              <OWNER NAME>, a
      company duly existing in accordance with the laws of the Marshall Islands
      having its registered office at Trust Company Complex, Ajeltake Road,
      Ajeltake Island, Majuro, Marshall Islands (the “Owner”);

            
	 	 
	 AND:	 
	 	 


    

     

    
      	 (2)    	
              BANK
      OF SCOTLAND plc (formerly The Governor and Company of the Bank of
      Scotland), acting for the purposes of this Addendum through its office at
      Marine Finance, 2nd Floor Pentland House, 8 Lochside Avenue, Edinburgh,
      Scotland, EH12 9DJ (the "Mortgagee") as security agent and trustee for the
      benefit of itself and each of the other Finance Parties (as defined in the
      Mortgage defined below.

            


    

     

    
    

    
      WHEREAS:

    

     

    
      	
              (A)

            	
              The
      Owner granted a First Preferred Ship Mortgage dated <Mortgage Date>
      on its Marshall Islands flag vessel, <VESSEL NAME>,
      Official Number <Official Number>, which was recorded on
      <Date Recorded> with the Maritime Administrator of the Marshall
      Islands in Book PM <Book>, Page <Page>, at <Time with am
      pm>, <Time Zone>. (the “Mortgage,” unless
      otherwise defined herein, capitalized terms used herein shall have the
      meanings ascribed to them in the
Mortgage).

            


    

     

    
      	
              (B)

            	
              The
      Borrower, the Mortgagee (acting as Agent, security agent and trustee for
      the Finance Parties) and others entered into a Facility Agreement on April
      3, 2006, which was supplemented and amended by a first supplemental
      agreement dated 24 August 2006 in the form annexed hereto as Schedule 4
      (the “First Supplemental
      Agreement”), a second supplemental agreement dated 23 January 2007
      in the form annexed hereto as Schedule 5 (the “Second Supplemental
      Agreement”), a third supplemental agreement dated 2 March 2007 in
      the form (excluding schedules) annexed hereto as Schedule 6 (the “Third Supplemental
      Agreement”), a fourth supplemental agreement dated 1 August 2007 in
      the form annexed hereto as Schedule 7 (the “Fourth Supplemental
      Agreement”), a side letter dated 3 August 2007 in the form annexed
      hereto as Schedule 8 (the “Side Letter”) and a
      fifth supplemental agreement dated the date hereof in the form annexed
      hereto as Schedule 9 (the “Fifth Supplemental Agreement”)
      each made between the Borrower and the Mortgagee (acting as Agent,
      security agent and trustee for the Finance
  Parties).

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (C)

            	
              It
      is a condition to the effectiveness of the Fifth Supplemental Agreement
      that the Owner grants this Addendum to the
  Mortgage.

            


    

     

    NOW,
IT IS HEREBY WITNESSED AND AGREED:

     

    
      	
              1.

            	
              AMENDMENTS TO
      MORTGAGE

            


    

     

    
      	
              1.1

            	
              The
      address of the Mortgagee is hereby amended to Marine Finance, 2nd Floor
      Pentland House, 8 Lochside Avenue, Edinburgh, Scotland EH12
      9DJ.

            


    

     

    
      	
              1.2

            	
              The
      term “Facility Agreement” wherever it appears in the Mortgage shall mean
      the Facility Agreement as amended and supplemented by the First
      Supplemental Agreement, the Second Supplemental Agreement, the Third
      Supplemental Agreement, the Fourth Supplemental Agreement, the Side Letter
      and the Fifth Supplemental
Agreement.

            


    

     

    
      	
              1.3

            	
              Each
      of Schedules 4 through 9 inclusive annexed hereto are added as Schedules 4
      through 9 to the Mortgage.

            


    

     

    
      	
              1.4

            	
              The
      term “Mortgage” and “this Mortgage” wherever they appear in the Mortgage,
      shall mean the Mortgage as amended by this
  Addendum.

            


    

     

    
      	
              1.5

            	
              With
      reference to Section 5.1.21 of the Mortgage, the text of the Notice of
      Mortgage set forth therein is hereby amended to read in its entirety as
      follows:

            


    

     

    “NOTICE
OF MORTGAGE

     

    This
Vessel is covered by a First Preferred Mortgage, as at any time amended, to
BANK OF SCOTLAND plc
whose address is Marine Finance, 2nd Floor Pentland House, 8 Lochside Avenue,
Edinburgh, Scotland EH12 9DJ (as security agent and trustee on behalf of the
syndicate of banks and financial institutions and other ancillary parties) under
authority of Chapter 3 of the Maritime Act 1990 of the Republic of the Marshall
Islands as amended. Under the terms of the said Mortgage neither the Owner nor
any charterer nor the Master of this Vessel nor any other person has any right,
power or authority to create, incur or permit to be imposed upon this Vessel any
lien whatsoever other than for crew’s wages and salvage”

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              1.6

            	
              Except
      as amended herein, all terms and provisions of the Mortgage shall remain
      in full force and effect.

            


    

     

    
      	
              2.

            	
              RECORDING OF THIS
      ADDENDUM

            


    

     

    For the
purposes of recording this Addendum as required under Section 302 of the
Marshall Islands Maritime Act 1990 as amended, the maximum amount that may be
outstanding at any one time is three hundred ninety eight million Dollars
($398,000,000) (of which amount two hundred ninety million Dollars
($290,000,000) represents the Loan and one hundred and eight million Dollars
($108,000,000 represents the Master Swap Agreement Liabilities) and interest and
performance of mortgage covenants. The date of maturity with respect to the Loan
is April 3, 2011, and the maturity date with respect to the Master Swap
Agreement Liabilities is on demand. The discharge amount is the same as the
total amount, except that for property other than a “vessel”, if any should be
determined to be covered by this Mortgage, the discharge amount is zero point
zero one per centum (0.01 %) of the total amount.

     

    IN WITNESS whereof the Owner
and Mortgagee have caused this Addendum to be executed by their respective duly
authorised representatives on the date set forth above.

     

    
      	
              <OWNER
      NAME>

            	 
      	
              BANK
      OF SCOTLAND plc

            
	
              By                                                                                                              

            	 
      	
              By                                                                                                     

            
	
              Name:

            	 
      	
              Name:

            
	
              Title:

            	 
      	
              Title:

            


    

     

     

     

     

     

     

    ACKNOWLEDGEMENT
OF OWNER

     

     

     

    
      	
              STATE
      OF ___________

            	
              )

            
	 
      	
              )
      ss.:

            
	
              COUNTY
      OF _________

            	
              )

            
	 
      	 
      


    

     

     

    On the
_____ day of May, 2008, before me, the undersigned, personally appeared
__________________________________, personally known to me or proved to me on
the basis of satisfactory evidence, to be the individual(s) whose name(s) is
(are) subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s) or the person
upon behalf of which the individual(s) acted, executed this
instrument.

     

     

    
      	 
      	 
      
	 
      	
              Notary
      Public/Special Agent

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    ACKNOWLEDGEMENT
OF MORTGAGEE

     

    


    
      	
              STATE
      OF ___________

            	
              )

            
	 
      	
              )
      ss.:

            
	
              COUNTY
      OF _________

            	
              )

            
	 
      	 
      


    

    


    On the
_____ day of May, 2008, before me, the undersigned, personally appeared
_________________________________, personally known to me or proved to me on the
basis of satisfactory evidence, to be the individual(s)
whose name(s) is (are) subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their capacity(ies), and that
by his/her/their signature(s) on the instrument, the individual(s) or the person
upon behalf of which the individual(s) acted, executed this instrument, and
further confirmed to me that the mortgagee originally named in the Mortgage,
The Governor and Company of the Bank of Scotland, is now known as Bank of
Scotland plc.

     

     

     

    
      	 
      	 
      
	 
      	
              Notary
      Public/Special Agent

            


    

     

    Schedule
4 — First Supplemental Agreement

    Schedule
5 — Second Supplemental Agreement

    Schedule
6 — Third Supplemental Agreement

    Schedule
7 — Fourth Supplemental Agreement

    Schedule
8 — Side Letter

    Schedule
9 — Fifth Supplemental Agreement


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


     

    


    
      	
              SIGNED
by

            	
              )

            	 
      
	
              ARIES
      MARITIME TRANSPORT LIMITED

            	
              )

            	 
      
	
              by

            	
              )

            	 
      
	
              its
      duly authorised attorney-in-fact

            	
              )

            	 
      
	
              pursuant
      to a power of attorney

            	
              )

            	
              ............................

            
	
              dated
      5th May, 2008

            	
              )

            	
              Attorney-in-fact                        

            


    

    


     

    
      	
              SIGNED
by

            	
              )

            	 
      
	
              BANK
      OF SCOTLAND plc

            	
              )

            	 
      
	
              as
      agent, security agent and trustee on

            	
              )

            	 
      
	
              behalf
      of the Finance Parties

            	
              )

            	 
      
	
              by

            	
              )

            	
              ...........................................

            
	
              AUTHORIZED
      SIGNATORY

            	
              )

            	
              AUTHORIZED
      SIGNATORY

            
	 
      	 
      	 
      	 
      


    

    
    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    

      LETTER
AGREEMENT

       

      Aries
Maritime Transport Limited 

      c/o
Magnus Carriers Corporation 

      18 Zerva
Nap. Str.

      166 75
Glyfada

      GREECE

      Attn: Mr
Ioannis Makris - Chief Financial Officer

       

      FAX NO:
00 30210 898 3788

       

      20 June
2008

      Dear
Sirs,

       

      Revolving
Credit Facility of originally US$360,000,000 dated 3 April 2006 between Arles
Maritime Transport Limited and the Finance Parties (as supplemented and
amended)

       

      We refer
to the letter of Mons Bolin dated 10 June 2008 requesting the Bank’s approval
for a two month extension to the “Prepayment Period” (as defined in clause 3.2.1
of the supplemental agreement dated 11 June
2008 (the “Supplemental
Agreement”)
a copy of which is annexed to this letter).

       

      Following
consultation with the Banks, please be informed that consent was obtained to the
extension of the Prepayment Period until 31  August 2008 subject to
all other terms of the Supplemental Agreement (including without limitation the
other provisions of clause 3.2.1 of the Supplemental Agreement) remaining
unchanged and in full force and effect.

       

      For the
avoidance of doubt, clause 3.2.1 of the Supplemental Agreement shall now read as
follows:

       

      “In
consideration of the Agent’s agreement contained in clause 2.1 the Borrower has
agreed with the Agent that on or before 31 August 2008 (for the purposes of this
clause 3.2.1 the “Prepayment Period”) the Borrower shall make a prepayment of
the Loan so that the Loan shall be reduced from two hundred and eighty four
million eight hundred thousand Dollars ($284,800,000) to two hundred million
Dollars ($200,000,000). The reduction of the Loan shall be achieved by the
Borrower procuring the sale of the Relevant Ships and other Ships by the
Relevant Owners and other Owners and the application of the entire sale proceeds
of the Relevant Ships and other Ships in prepayment of the Loan. In the event
that any such sale of a Relevant Ship or other Ship is not completed by the
expiry of the Prepayment Period the Agent may, in its sole and absolute
discretion and to the extent that the Agent is satisfied that the Relevant Ship
or other Ship is subject to a legally binding Memorandum of Agreement in a form
and substance acceptable to the Agent, extend the Prepayment Period up until 30
September 2008.”

       

      Please
confirm your agreement to the provisions of this letter and in particular your
acceptance of the changes made to clause 3.2.1 of the Supplemental Agreement by
signing and returning a copy of this letter not later than 20 June
2008.

       

      Words and
expressions defined in the Supplemental Agreement shall, unless the context
otherwise requires or unless defined herein, have the same meanings when used in
this letter.

       

      This
letter shall be governed by and construed in accordance with the laws of
England. The provisions of clause 9 of the Supplemental Agreement shall be
deemed incorporated into and form part of this letter agreement.

       

      Yours
faithfully,

       

       

      /s/

      ............................................................

      For and
on behalf of

      BANK
OF SCOTLAND plc

      (as
security agent and trustee for the Finance Parties)

       

      We agree
of this letter.

       

       

      ...........................................................

      For and on behalf
of

      ARIESITIME
TRANSPORT LIMITED