Execution
      Copy

    


    


    

      
        	
                DATED
                  

              	
                2008

              


      



    


    ENERGY
      INFRASTRUCTURE MERGER CORPORATION

    (as
      Borrower)

    


    DVB
      GROUP MERCHANT BANK (ASIA) LTD

    FORTIS
      BANK S.A. / N.V., SINGAPORE BRANCH

    NIBC
      BANK LTD

    (as
      Mandated Lead Arrangers and bookrunners)

    


    -
      and -

    


    THE
      BANKS AND FINANCIAL INSTITUTION LISTED IN SCHEDULE 1

    (as
      Lenders)

    


    -
      and -

    


    DVB
      GROUP MERCHANT BANK (ASIA) LTD

    (as
      Agent)

    -
      and -

    


    DVB
      BANK AG

    FORTIS
      BANK S.A./N.V.

    NIBC
      BANK N.V.

    (as
      Swap Providers)

    


    -
      and -

    


    DVB
      GROUP MERCHANT BANK (ASIA) LTD

    (as
      Security Agent)

    ___________________________________

    


    US$325,000,000
      SECURED

    LOAN
      AGREEMENT

    in
      respect of certain double-hull VLCCs

    ___________________________________

    


    STEPHENSON
      HARWOOD

    No.
      1 Raffles Place

    #49-00
      OUB Centre

    Singapore
      048616

    Tel:
      +65 6226 1600 

    Fax:
      +65 6226 1661

    Ref
      : SH1479

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONTENTS

     

    
      	 	 	
              Page

            
	 	 	 
	
              1

            	
              Definitions
                and Interpretation

            	
              2

            
	 	 	 
	
              2

            	
              The
                Loan and its Purpose

            	
              21

            
	 	 	 
	
              3

            	
              Conditions
                of Utilisation

            	
              22

            
	 	 	 
	
              4

            	
              Availability
                date and Advance

            	
              23

            
	 	 	 
	
              5

            	
              Repayment

            	
              24

            
	 	 	 
	
              6

            	
              Prepayment

            	
              25

            
	 	 	 
	
              7

            	
              Interest

            	
              27

            
	 	 	 
	
              8

            	
              Indemnities

            	
              31

            
	 	 	 
	
              9

            	
              Fees

            	
              35

            
	 	 	 
	
              10

            	
              Security
                and Application of Moneys

            	
              36

            
	 	 	 
	
              11

            	
              Representations

            	
              42

            
	 	 	 
	
              12

            	
              Undertakings
                and Covenants

            	
              45

            
	 	 	 
	
              13

            	
              Events
                of Default

            	
              58

            
	 	 	 
	
              14

            	
              Assignment and Sub-Participation

            	
              62

            
	 	 	 
	
              15

            	
              The
                Agent, the Security Agent and the Lenders

            	
              67

            
	 	 	 
	
              16

            	
              Set-Off

            	
              76

            
	 	 	 
	
              17

            	
              Payments

            	
              77

            
	 	 	 
	
              18

            	
              Notices

            	
              79

            
	 	 	 
	
              19

            	
              Partial
                Invalidity

            	
              81

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              20

            	
              Remedies
                and Waivers

            	
              81

            
	 	 	 
	
              21

            	
              Miscellaneous

            	
              81

            
	 	 	 
	
              22

            	
              Law and Jurisdiction

            	
              83

            


    

     

    
      	
              SCHEDULE
                1: 

            	
              The
                Lenders and the Commitments

            	
              86

            
	 	 	 
	
              SCHEDULE
                2: 

            	
              Collateral
                Owners/Vessels

            	
              88

            
	 	 	 
	
              SCHEDULE
                3: 

            	
              Charters

            	
              89

            
	 	 	 
	
              SCHEDULE
                4: 

            	
              Existing
                Financing

            	
              90

            
	 	 	 
	
              SCHEDULE
                5: 

            	
              Conditions
                Precedent and Subsequent

            	
              91

            
	
              Part
                I(a): General conditions precedent

            	
              91

            
	
              Part
                I(b): Vessel Tranche conditions precedent

            	
              94

            
	
              Part
                II: Conditions subsequent

            	
              97

            


    

    


    
      	
              SCHEDULE
                6:

            	
              98

            
	 	 
	
              Vessel
                A Tranche repayment schedule

            	
              98

            
	 	 
	
              Vessel
                B Tranche repayment schedule

            	
              99

            
	 	 
	
              Vessel
                C Tranche repayment schedule

            	
              101

            
	 	 
	
              Vessel
                D Tranche repayment schedule

            	
              103

            
	 	 
	
              Vessel
                E Tranche repayment schedule

            	
              105

            


    

     

    
      
        	
                SCHEDULE
                  7: 

              	
                Form
                  of Drawdown Notice

              	
                107

              
	
                 

              	
                 

              	
                 

              
	
                SCHEDULE
                  8: 

              	
                Form
                  of Transfer Certificate

              	
                108

              
	
                 

              	
                 

              	
                 

              
	
                SCHEDULE
                  9: 

              	
                Form
                  of Compliance Certificate

              	
                112

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    LOAN
      AGREEMENT

     

    
      
        	
                Dated:
                  

              	
                2008

              


      

    

     

    BETWEEN:

     

    
      	
              (1)

            	
              ENERGY
                INFRASTRUCTURE MERGER CORPORATION (tbn "VAN ASIA TANKERS
                CORPORATION"),
                a
                corporation incorporated under the laws of the Marshall Islands whose
                registered office is at Trust Company Complex, Ajeltake Road, Ajeltake
                Island, P.O. Box 1405, Majuro, Marshall Islands, MH96960 (the "Borrower");
                

            


    

     

    
      	
              (2)

            	
              DVB
                GROUP MERCHANT BANK (ASIA) LTD,
                acting as a mandated lead arranger and a bookrunner through its office
                at
                77 Robinson Road, #30-02, Singapore 068896, FORTIS
                BANK S.A./N.V., Singapore branch
                acting as a mandated lead arranger and a bookrunner acting through
                its
                office at 63 Market Street, #21-01, Singapore 048942 and NIBC
                BANK LTD
                acting as a mandated lead arranger and a bookrunner acting through
                its
                office at 1 Finlayson Green, #15-01, Singapore 049246 (together in
                those
                capacities the "Mandated
                Lead Arrangers"
                and each a "Mandated
                Lead Arranger");

            


    

     

    
      	
              (3)

            	
              the
                banks listed in Schedule 1, each
                acting as a lender through its office at the
                address indicated against its name in Schedule 1 (together the "Lenders"
                and each a "Lender");

            


    

     

    
      	
              (4)

            	
              DVB
                MERCHANT BANK (ASIA) LTD,
                acting as agent through its office at 77 Robinson Road, #30-02, Singapore
                068896 (in that capacity the "Agent");
                

            


    

     

    
      	
              (5)

            	
              DVB
                BANK AG,
                acting as a swap provider through its office at Friedrich-Ebert-Anlage
                2-14, 60325 Frankfurt, Main, Germany, FORTIS
                BANK S.A./N.V.
                acting as a swap provider through its office at 63 Market Street,
                #21-01,
                Singapore 048942 and NIBC
                BANK N.V.,
                acting as a swap provider through its office at Carnegieplein 4,
                2517KJ,
                The Hague, The Netherlands (together in those capacities the "
                Swap Providers"
                and each a "Swap
                Provider");

            


    

     

    
      	
              (6)

            	
              DVB
                GROUP MERCHANT BANK (ASIA) LTD,
                acting as security agent through its office at 77 Robinson Road,
                #30-02
                Singapore 068896 (in that capacity the "Security
                Agent").

            



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

WHEREAS:

     

    
      	
              (A)

            	
              Each
                Collateral Owner is or will become a wholly owned subsidiary of the
                Borrower and is the registered owner of the relevant Vessel set out
                opposite its name in Schedule 2.

            


    

     

    
      	
              (B)

            	
              Each
                of the Lenders has
                agreed to advance to the Borrower its
                Commitment (aggregating, with all the other Commitments, up
                to $325,000,000)
                which the Borrower will utilise to (i) assist the Collateral Owners
                in
                refinancing the Existing Indebtedness and (ii) to assist the Borrower
                with
                its working capital requirements. 

            


    

     

    IT IS AGREED
      as
      follows:

     

    
      	
              1

            	
              Definitions
                and Interpretation

            


    

     

    
      	
            	1.1	
              In
                this Agreement:

            


    

     

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

     

    "Accounts
      Charges"
      means
      the deeds of charge from the Collateral Owners in the Agreed Form referred
      to in
      Clause 10.1.5 and "Accounts
      Charge"
      means
      any one of them.

     

    "Administration"
      has
      the
      meaning given to it in paragraph 1.1.3 of the ISM Code.

     

    "Agreed
      Form"
      in
      relation to any document, means that document in form, substance and terms
      approved in writing by the Borrower and the Agent.

     

    "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
      Flags"
      means
      Bahamas, Liberia, Malta and/or Panama.

     

    "Approved
      Valuation Brokers"
      means
      Simpson, Spence and Young Ltd, Fearnleys AS, Arrow Valuations Ltd and Clarkson
      Research Services Ltd and/or such other international ship brokers as may be
      agreed in writing between the Borrower and the Agent.

     

    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    "Assignments"
      means
      the deeds of assignment from the Collateral Owners in the Agreed Form referred
      to in Clause 10.1.3 and "Assignment"
      means
      any one of them.

     

    "Assignments
      of Charter"
      means
      the deeds of assignment from the Collateral Owners in the Agreed Form referred
      to in Clause 10.1.4 and "Assignment
      of Charter"
      means
      any one of them.

     

    "Availability
      Termination Date"
      means,
      subject to Clause 4.1, 30th
      June
      2008.

     

    "Break
      Costs"
      for
      each
      Lender means the amount certified by that Lender as being the amount (if any)
      by
      which:

     

    
      	
            	(a)	
              the
                interest which that Lender should have received under this Agreement
                for
                the period from the date of receipt of all or any part of its
                participation in the Loan or Unpaid Sum to the last day of the current
                Interest Period in respect of the Loan or Unpaid Sum, had the principal
                amount or Unpaid Sum received been paid on the last day of that Interest
                Period;

            


    

     

    exceeds:

     

    
      	 	
              (b)

            	
              the
                amount which that Lender would be able to obtain by placing an amount
                equal to the principal or (as the case may be) the applicable Unpaid
                Sum
                received by it on deposit with a leading bank in the London Interbank
                Market for a period starting on the Business Day following receipt
                or
                recovery and ending on the last day of the current Interest
                Period.

            


    

     

    "Business
      Day"
      means
      (i)
      for the purposes of making payments and/or determining exchange or interest
      rates and interest periods, a day on which dealings in deposits in Dollars
      are
      carried on in the London Interbank Market and (other than Saturday or Sunday)
      on
      which banks are open for general business in London, Singapore, Frankfurt,
      Hong
      Kong and New York City (or any other relevant place of payment under Clause
      17)
      and (ii) for the purposes of notices, requests, demands, communications and
      other matters, Singapore, Hong Kong, London and Frankfurt.
      

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    "Cash
      Reserve Amount"
      means,
      subject to Clause 12.3.18, six hundred and twenty five thousand Dollars
      ($625,000).

     

    "Charters"
      means
      each charter set out opposite a Vessel's name in Schedule 3 or, subject to
      the
      terms of this Agreement, such other charter in excess of twelve (12) months
      duration as is or may be entered into by a Collateral Owner during the Facility
      Period and "Charter"
      means
      any one of them.

     

    "Charterers"
      means
      each Charterer set out opposite a Vessel's name in Schedule 3 or, from time
      to
      time and subject to the terms of this Agreement, any other charterer of a Vessel
      acceptable to the Agent (such acceptance not to be unreasonably withheld or
      delayed) and "Charterer"
      means
      any one of them.

     

    "Collateral
      Owners"
      means
      the companies listed in Schedule 2 under the heading "Collateral Owners" each
      a
      company incorporated under the laws of the Hong Kong Special Administrative
      Region of the People's Republic of China ("Hong
      Kong")
      whose
      registered office is at Suite 801, 8/F Asian House, 1 Hennessy Road, Wanchai,
      Hong Kong and "Collateral
      Owner"
      means
      any one of them.

     

    "Commitment"
      means,
      in relation to a Lender, the amount of the Loan which that Lender agrees to
      advance to the Borrower as its several liability as indicated against the name
      of that Lender in Schedule 1, as such amount may be reduced by any relevant
      term
      of this Agreement and "Commitments"
      means
      more than one of them.

     

    "Compliance
      Certificate"
      means a
      certificate substantially in the form set out in Schedule 9. 

     

    "Contribution"
      means,
      in relation to a Lender, the principal amount of the Loan owing by the Borrower
      to that Lender under this Agreement at any relevant time. 

     

    "Coordination
      Agreement"
      means a
      deed of coordination in the Agreed Form made or to be made between the Finance
      Parties, the Single Hull Finance Parties, the Borrower, the Collateral Owners
      and the Single Hull Collateral Owners coordinating, inter alia, certain rights
      and obligations of the Finance Parties and the Single Hull Finance Parties
      under
      the Finance Documents and the Single Hull Finance Documents.

     

    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    "Credit
      Support Document"
      means
      any document described as such in a Master Agreement and, where the context
      permits, any other document referred to in any Credit Support Document which
      has
      the effect of creating an Encumbrance in favour of any of the Finance
      Parties.

     

    "Credit
      Support Provider"
      means
      any person (other than the Borrower) described as such in a Master
      Agreement.

     

    "Currency
      of Account"
      means,
      in relation to any payment to be made to a
      Finance
      Party under
      a
      Finance Document, the currency in which that payment is required to be made
      by
      the terms of that Finance Document.

     

    "Deeds
      of Covenants"
      means
      the deeds of covenants from the Collateral Owners in the Agreed Form referred
      to
      in Clause 10.1.2 and "Deed
      of Covenants"
      means
      any one of them.

     

    "Default"
      means
      an Event of Default or any event or circumstance specified in Clause 13.1 which
      would (with the expiry of a grace period or the giving of notice, or any
      combination of any of the foregoing) be an Event of Default.

     

    "DOC"
      means,
      in relation to the ISM Company, a valid Document of Compliance issued for the
      ISM Company
      by the
      Administration under paragraph 13.2 of the ISM Code.

     

    "Dollars"
      and
      "$"
      each
      means available and freely transferable and convertible funds in lawful currency
      of the United States of America.

     

    "Drawdown
      Date"
      means
      the date on which the relevant Drawing is advanced under Clause 4.

     

    "Drawdown
      Notice"
      means a
      notice substantially in the form set out in Schedule 7.

     

    "Drawing"
      means
      any part of the Loan advanced or to be advanced pursuant to a Drawdown Notice
      and "Drawings"
      means
      more than one of them.

     

    "Earnings"
      means
      all hires, freights, pool income and other sums payable to or for the account
      of
      a Collateral Owner in respect of its Vessel including (without limitation)
      any
      profit share income, all remuneration for salvage and towage services, demurrage
      and detention moneys, contributions in general average, compensation in respect
      of any requisition for hire, and damages and other payments (whether awarded
      by
      any court or arbitral tribunal or by agreement or otherwise) for breach,
      termination or variation of any contract for the operation, employment or use
      of
      such Vessel.

     

    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    "Earnings
      Accounts"
      means
      the bank accounts opened or to be opened in the name of each Collateral Owner
      with the Agent (or such other leading bank as may be requested by the Borrower
      and, subject to execution of an Accounts Charge in form and substance
      satisfactory to the Lenders, agreed to by the Agent (such agreement not to
      be
      unreasonably withheld)) and designated, whilst such Earnings Account is held
      with the Agent, "[Name of Collateral Owner] - Earnings Account", each an
      "Earnings
      Account". 

     

    "EIAC"
      means
      Energy Infrastructure Acquisition Corp., a corporation incorporated under the
      laws of Delaware.

     

    "Encumbrance"
      means a
      mortgage, charge, assignment, pledge, lien, or other security interest securing
      any obligation of any person or any other preferential agreement or arrangement
      having a similar effect but excluding liens arising in the ordinary course
      of
      trading by operation of law and not by way of contract.

     

    
      	 	 	
              "Event
                of Default"
                means any of the events or circumstances set out in
                Clause 13.1.

            


    

     

    "Existing
      Finance Parties"
      means
      the parties, other than the relevant Collateral Owners, listed in Schedule
      4
      opposite the relevant Collateral Owner under the heading "Existing Financing"
      and "Existing
      Finance Party"
      means
      any one of them.

     

    "Existing
      Indebtedness"
      means
      all amounts owed by a Collateral Owner to an Existing Finance Party under or
      pursuant to (i) the Existing Loan Agreement to which that Collateral Owner
      is a
      party or (ii) an Inter-Company Loan.

     

    "Existing
      Loan Agreements"
      means
      each loan agreement listed in Schedule 4 opposite a relevant Collateral Owner
      under the heading "Existing Financing" and "Existing
      Loan Agreement"
      means
      any one of them.

     

    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    "Existing
      Security"
      means
      the security granted in favour of an Existing Finance Party under or pursuant
      to
      an Existing Loan Agreement.

     

    "Extended
      Availability Termination Date"
      means
      31st
      July
      2008 or such later date as may be agreed by the Borrower and all the
      Lenders.

     

    "Facility
      Period"
      means
      the period beginning on the date of this Agreement and ending on the date when
      the whole of the Indebtedness has been paid in full and the Security Parties
      have ceased to be under any further actual or contingent liability to the
Finance
      Parties under
      or
      in connection with the Finance Documents.

     

    "Fair
      Market Value"
      means,
      in relation to a Vessel, the market value in Dollars of that Vessel determined
      as being the average of two (2) valuations obtained by the Agent from two (2)
      Approved Valuation Brokers, one (1) selected by the Agent and one (1) selected
      by the Borrower (provided that if the Borrower does not make a selection when
      requested to do so by the Agent in writing such Approved Valuation Broker shall
      be selected by the Agent), such valuations to be made without, unless required
      otherwise by the Agent (acting reasonably and so as to ensure no interruption
      of
      a Vessel's sailing schedule), physical inspection and on the basis of a sale
      for
      prompt delivery for cash at arms length on normal commercial terms as between
      a
      willing buyer and a willing seller without taking into account the benefit
      or
      burden of any Charter or other engagement concerning that Vessel.

     

    "Fee
      Letter"
      means
      any letter or letters made or to be made between the Agent and the Borrower
      setting out any of the fees payable in accordance with Clause 9.

     

    "Finance
      Documents"
      means
      this Agreement, the Master Agreements, the
      Security Documents, any Fee Letter, the Coordination Agreement and any other
      document designated as such by the Agent and the Borrower and "Finance
      Document"
      means
      any one of them.

     

    "Finance
      Parties"
      means
      the Agent, the Security Agent, the Swap Providers and the Lenders and
      "Finance
      Party"
      means
      any one of them.

     

    "Financial
      Indebtedness"
      means
      any obligation for the payment or repayment of money, whether present or future,
      actual or contingent, in respect of:

     

    
      	
            	(a)	
              moneys
                borrowed;

            



      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      	
            	(b)	
              any
                acceptance credit;

            


    

     

    
      	
            	(c)	
              any
                bond, note, debenture, loan stock or similar debt
                instrument;

            


    

     

    
      	 	
              (d)

            	
              any
                finance or capital lease (otherwise then in respect of equipment
                used in
                the ordinary course of business payments for which are not material
                in the
                context of the transaction contemplated by the Finance
                Documents);

            


    

     

    
      	
            	(e)	
              receivables
                sold or discounted (other than on a non-recourse
                basis);

            


    

     

    
      	 	
              (f)

            	
              deferred
                payments for assets or services (other than assets or services obtained
                on
                normal commercial terms in the ordinary course of
                business);

            


    

     

    
      	 	
              (g)

            	
              any
                derivative transaction protecting against or benefiting from fluctuations
                in any rate or price (and, when calculating the value of any derivative
                transaction, only the marked to market value shall be taken into
                account);

            


    

     

    
      	 	
              (h)

            	
              any
                amount raised under any other transaction (including any forward
                sale or
                purchase agreement) having the commercial effect of a
                borrowing;

            


    

     

    
      	 	
              (i)

            	
              any
                counter-indemnity obligation in respect of a guarantee, indemnity,
                bond,
                standby or documentary letter of credit or any other instrument issued
                by
                a bank or financial institution; 

            


    

     

    
      	 	
              (j)

            	
              the
                amount of any liability in respect of any guarantee or indemnity
                for any
                of the items referred to in paragraphs (a) to (i) above;
                and

            


    

     

    
      	 	
              (k)

            	
              any
                Inter-Company Loan not specifically falling within paragraphs (a)
                to (j)
                above.

            


    

     

    "GAAP"
      means
      generally accepted accounting principles in the Hong Kong Special Administrative
      Region.

     

    "Guarantees"
      means
      the guarantees and indemnities referred to in Clause 10.1.1.

     

    "IAPPC"
      means a
      valid international air pollution prevention certificate for a Vessel issued
      under Annex VI.

     

    "Indebtedness"
      means
      the aggregate from time to time of the amount of the Loan outstanding, all
      accrued and unpaid interest on the Loan; and all other sums of any nature
      (together with all accrued and unpaid interest on any of those sums) payable
      to
      any of the Finance Parties in accordance with the terms and conditions of any
      of
      the Finance Documents, including but not limited to, any amounts payable in
      accordance with the terms and conditions of a Master Agreement.

     

    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    "Insurances"
      means
      all policies and contracts of insurance (including all entries in protection
      and
      indemnity or war risks associations) which are from time to time taken out
      or
      entered into in respect of or in connection with a Vessel or her increased
      value
      and (where the context permits) all benefits under such contracts and policies,
      including all claims of any nature and returns of premium.

     

    "Inter-Company
      Loan"
      means a
      loan made by the Borrower to a Collateral Owner or a Single Hull Collateral
      Owner or any other Subsidiary of the Borrower or by one Collateral Owner to
      the
      Borrower or another Collateral Owner or a Single Hull Collateral Owner or any
      other Subsidiary of the Borrower including, but not limited to, any such loan
      made to assist that Collateral Owner or that Single Hull Collateral Owner in
      refinancing its Existing Indebtedness (as that term is defined, in the case
      of a
      Single Hull Collateral Owner, under the Single Hull Loan
      Agreement).

     

    "Interest
      Payment Date"
      means
      each date for the payment of interest in accordance with
      Clause 7.7.

     

    "Interest
      Period"
      means
      each period for the determination and payment of interest selected by the
      Borrower or, as the case may be, agreed or selected by the Agent pursuant to
      Clause 7.

     

    "ISM
      Code"
      means
      the International Management Code for the Safe Operation of Ships and for
      Pollution Prevention.

     

    "ISM
      Company"
      means,
      at any given time, the company responsible for a Vessel's compliance with the
      ISM Code under paragraph 1.1.2 of the ISM Code.

     

    "ISPS Code"
      means
      the International Ship and Port Facility Security Code.

     

    "ISPS
      Company"
      means,
      at any given time, the company responsible for a Vessel's compliance with the
      ISPS Code.

     

    "ISSC"
      means a
      valid international ship security certificate for a Vessel issued under the
      ISPS
      Code.

     

    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

     

    "LIBOR"
      means,
      for an
      Interest Period:

     

    
      	
            	(a)	
              the
                rate per annum equal to the offered quotation for deposits in Dollars
                for
                a period equal to, or as near as possible equal to, the relevant
                Interest
                Period which appears on Reuters BBA Page LIBOR 01 at or about 11.00
                a.m.
                (London time) two (2) London Business Days before the first day of
                that
                Interest Period (and, for the purposes of this Agreement, "BBA
                Page LIBOR 01"
                means that Reuters’ page or such other page as may replace that page on
                that service for the purpose of displaying rates comparable to that
                rate
                or on such other service as may be nominated by the British Bankers’
                Association as the information vendor for the purpose of displaying
                British Bankers’ Association Interest Settlement Rates for Dollars);
                or

            


    

     

    
      	
            	(b)	
              if
                no rate is quoted on BBA Page LIBOR 01, the rate per annum determined
                by
                the Agent to be the arithmetic mean (rounded upwards, if necessary,
                to the
                nearest one-sixteenth of one per cent.) of the rates per annum notified
                to
                the Agent by each Reference Bank as the rate at which deposits in
                Dollars
                are offered to that Reference Bank by leading banks in the London
                Interbank Market at that Reference Bank’s request at or about 11.00 a.m.
                (London time) two (2) London Business Days before the first day of
                that
                Interest Period for a period equal to that Interest Period and for
                delivery on the first Business Day
                thereof.

            


    

     

    "Loan"
      means
      the aggregate amount of the Vessel Tranches owing to the Lenders under this
      Agreement of any relevant time.

     

    "Loan
      to Value Ratio"
      means
      the percentage which the Loan (less the aggregate Cash Reserve Amount) bears
      to
      the Fair Market Value of the Vessels calculated using the formula:

     

    (The
      Loan
      - the aggregate Cash Reserve Amount in each Earnings Account) ÷ the Fair Market
      Value of the Vessels x 100.

     

    "London
      Business Day"
      means a
      day (other than a Saturday or a Sunday) on which banks are open for business
      in
      London.

     

    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    "Majority
      Lenders"
      means,
      at any time prior to the first Drawdown Date or at any time during which there
      are no Contributions, a Lender or Lenders whose Commitments aggregate sixty
      seven per cent (67%) or more of the aggregate of all the Commitments of all
      the
      Lenders or, at all other times, a Lender or Lenders whose Contributions
      aggregate sixty seven per cent (67%) or more of the aggregate of all the
      Contributions of all of the Lenders.

     

    "Management
      Agreement"
      means
      an agreement for the commercial, technical, administrative and strategic
      management of the Borrower made or to be made between the Borrower and the
      Manager.

     

    "Manager"
      means
      Vanship Group Limited (tbn "Van Asia Capital Management Limited") a company
      incorporated under the laws of Bermuda with its registered office at Cannon
      Court, 22 Victoria Street, Hamilton HM12, Bermuda.

     

    "Margin"
      means:

     

    
      	
            	(a)	
              one
                point three five per cent (1.35%) per annum at any time when the
                Loan to
                Value Ratio is less than fifty per cent (50%);
                or

            


    

     

    
      	
            	(b)	
              one
                point five zero per cent (1.50%) per annum at any time when the Loan
                to
                Value Ratio is between fifty per cent (50%) and sixty five per cent
                (65%);
                or

            


    

     

    
      	 	
              (c)

            	
              one
                point six five per cent (1.65%) per annum at any time when the Loan
                to
      Value Ratio is greater than sixty five per cent
                (65%).

            


    

     

    "Master
      Agreements"
      means
      any ISDA Master Agreements (or any other form of master agreement relating
      to
      interest exchange transactions) entered into between a Swap Provider and the
      Borrower during the Facility Period, including each Schedule to any Master
      Agreement and each Confirmation exchanged pursuant to any Master Agreement
      and
      "Master
      Agreement"
      means
      any of them.

     

    "Material
      Adverse Effect"
      means
any
      event
      or series of events which has or is reasonably likely to have a material adverse
      effect on a Security Party's ability to fulfill its payment or any other
      material obligations under any of the Relevant Documents to which it is a
      party.

     

    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

    "Maximum
      Loan Amount"
      means
      three hundred and twenty five million Dollars ($325,000,000).

     

    "Maximum
      Tranche Amount"
      means:-

     

    
      	 	
              (a)

            	
              fifty
                one million Dollars ($51,000,000) in the case of the Vessel A
                Tranche;

            


    

     

    
      	 	
              (b)

            	
              seventy
                million Dollars ($70,000,000) in the case of the Vessel B
                Tranche;

            


    

     

    
      	 	
              (c)

            	
              fifty
                eight million Dollars ($58,000,000) in the case of the Vessel C
                Tranche;

            


    

     

    
      	 	
              (d)

            	
              seventy
                three million Dollars ($73,000,000) in the case of the Vessel D Tranche;
                and

            


    

     

    
      	 	
              (e)

            	
              seventy
                three million Dollars ($73,000,000) in the case of the Vessel E
                Tranche.

            


    

     

    "Merger"
      shall
      have the meaning ascribed thereto in the Share Purchase Agreement.

     

    "Mortgages"
      means
      the statutory mortgages from the Collateral Owners in the Agreed Form referred
      to in Clause 10.1.2 together with the Deeds of Covenants in the Agreed Form
      referred to in Clause 10.1.2 and
      "Mortgage"
      means
      any one of them.

     

    "Operating
      Expenses"
      means
      expenses properly and reasonably incurred or to be incurred by a Collateral
      Owner in connection with the operation, employment, maintenance, repair and
      insurance of its Vessel.

     

    "Original
      Financial Statements"
      means
      the audited
      consolidated financial statements of EIAC for the financial year ended
      2007.

     

    "Permitted
      Encumbrance"
      means:

     

    
      	
            	(a)	
              any
                Encumbrance in existence on the date of this Agreement in relation
                to the
                assets of the Borrower and/or the Collateral Owners including, without
                limitation, the Existing Security; 

            



      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    
      	
            	(b)	
              any
                Encumbrance arising to secure short term credit arrangements necessary
                for, and incurred in the course of, the normal conduct of the Borrower’s
                business; 

            


    

     

    
      	
            	(c)	
              any
                Encumbrance on property of a Subsidiary of the Borrower (other than
                a
                Collateral Owner) which becomes a Subsidiary of the Borrower after
                the
                date of this Agreement, to secure obligations of that Subsidiary
                existing
                at the date on which it becomes a Subsidiary (but not any increase
                in
                principal amount or extension of maturity of such obligations);
                

            


    

     

    
      	
            	(d)	
              any
                Encumbrance on an asset (or the contract for the acquisition of an
                asset)
                acquired or constructed after the date of this Agreement by the Borrower
                or any of its Subsidiaries and created at the time of such acquisition
                or
                construction to secure payment of the purchase price of the asset
                or to
                secure any loan incurred for the purpose of financing such acquisition
                or
                construction; 

            


    

     

    
      	
            	(e)	
              any
                Encumbrance of the Borrower to secure indebtedness not exceeding,
                in
                aggregate, $5,000,000; 

            


    

     

    
      	
            	(f)	
              any
                Encumbrance arising by operation of law or which arises pursuant
                to any
                order or attachment, distraint or similar legal process arising in
                connection with court proceedings provided that the execution or
                other
                enforcement thereof is effectively stayed and the claims served thereby
                are being contested at the time in good faith by appropriate proceedings;
                

            


    

     

    
      	
            	(g)	
              any
                Encumbrance in favour of the Finance Parties pursuant to the Security
                Documents; 

            


    

     

    
      	
            	(h)	
              any
                lien on a Vessel for master’s, officer’s or crew’s wages outstanding in
                the ordinary course of trading; 

            


    

     

    
      	
            	(i)	
              any
                lien for salvage; 

            


    

     

    
      	
            	(j)	
              any
                ship repairer’s or outfitter’s possessory lien for a sum not (except with
                the prior written consent of the Agent, not to be unreasonably withheld)
                exceeding three million Dollars ($3,000,000) (in respect of an individual
                Vessel) or, where more than one (1) Vessel is subject to a ship repairer's
                or outfitter's possessory lien, ten million Dollars ($10,000,000)
                in
                aggregate; 

            



      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

     

    
      	
            	(k)	
              liens
                arising in the ordinary course of trading by statute or by operation
                of
                law in respect of obligations which are not overdue or which are
                being
                contested in good faith by appropriate proceedings (and for the payment
                of
                which adequate reserves have been provided) so long as any such
                proceedings or the continued existence of such lien do not involve
                any
                likelihood of the sale, forfeiture or loss of, or any interest in,
                any
                Vessel; 

            


    

     

    
      	
            	(l)	
              liens
                securing liabilities for Taxes against which adequate reserves have
                been
                provided. 

            


    

     

    "Permitted
      Second Encumbrance"
      means
      the second priority security over the Vessels, their earnings, Insurances,
      Requisition Compensation, Charters and the Accounts and granted to and in favour
      of the Single Hull Finance Parties pursuant to the Single Hull Loan
      Agreement.

     

    "Projected
      Drydocking Cost"
      means
      the anticipated drydocking costs of a Vessel.

     

    "Proportionate
      Share"
      means,
      at any time prior to the first Drawdown Date or at any time during which there
      is no Contribution or for the purpose of Clause 4.3 (at all times), the
      proportion which a Lender’s Commitment then bears to the aggregate Commitments
      of all the Lenders or, at all other times, the proportion which a Lender's
      Contribution, then bears to the aggregate Contributions of all the
      Lenders.

     

    "Reference
      Banks"
      means,
      in relation to LIBOR, the principal Frankfurt office of DVB BANK AG, the
      principal London office of Fortis Bank S.A./N.V. and the Hague office of NIBC
      Bank N.V. or such other banks as may be appointed by the Agent in consultation
      with the Borrower.

     

    "Relevant
      Documents"
      means
      the Finance Documents, the Share Purchase Agreement, the Management Agreement,
      the Technical Management Agreements, the Managers' confirmation specified in
      Part I(b) of Schedule 5 and the Charters.

     

    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

     

    "Repayment
      Date"
      means
      the date for payment of any Repayment Instalment in accordance with
      Clause 5.1. 

     

    "Repayment
      Instalment"
      means
      any instalment of a Vessel Tranche to be repaid by the Borrower in accordance
      with Clause 5.1.

     

    "Requisition
      Compensation"
      means
      all compensation or other money which may from time to time be payable to a
      Collateral Owner as a result of its Vessel being requisitioned for title or
      in
      any other way compulsorily acquired by any government body or other competent
      authority (other than by way of requisition for hire). 

     

    "Retention
      Accounts"
      means
      the bank accounts opened or to be opened in the name of each Collateral Owner
      with the Agent (or such other leading bank as may be requested by the Borrower
      and, subject to execution of an Accounts Charge in form and substance
      satisfactory to the Lenders, agreed to by the Agent (such agreement not to
      be
      unreasonably withheld)) and designated, when such Retention Account is held
      with
      the Agent, "[Name of Collateral Owner] - Retention Account" each a "Retention
      Account".

     

    "Security
      Documents"
      means
      the Guarantees, the Mortgages, the Deeds of Covenants, the Assignments, the
      Assignments of Charters, the Accounts Charges, any Credit Support
      Documents or
      (where
      the context permits) any one or more of them and any other agreement or document
      which may at any time be executed by any person as security for the payment
      of
      all or any part of the Indebtedness and "Security
      Document"
      means
      any one of them.

     

    "Security
      Parties"
      means
      the Borrower, the Collateral Owners, any other Credit Support Provider and
      any
      other person who may at any time during the Facility Period be liable for,
      or
      provide security for, all or any part of the Indebtedness, and "Security
      Party"
      means
      any one of them.

     

    "Security
      Percentage"
      means,
      in respect of a Vessel Tranche, one hundred and twenty five per cent (125%)
      of
      that Vessel Tranche provided that, if the Charter of the Vessel to which that
      Vessel Tranche relates has less than twelve (12) months to run until it expires
      by effluxion of time, such percentage shall be increased to one hundred and
      forty per cent (140%) of that Vessel Tranche.

     

    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

     

    "Share
      Purchase Agreement"
      means
      the amended and restated share purchase agreement dated as of 6 February 2008
      made between Vanship Holdings Limited, the Borrower and EIAC.

     

    "Single
      Hull Collateral Owners"
      means
      Shinyo Jubilee Limited, Shinyo Mariner Limited, Shinyo Alliance Limited and
      Shinyo Sawako Limited.

     

    "Single
      Hull Facility"
      means
      the facility advanced or to be advanced by the Single Hull Finance Parties
      pursuant to the terms of the Single Hull Loan Agreement.

     

    "Single
      Hull Finance Documents"
      means
      the Finance Documents (as that term is defined in the Single Hull Loan
      Agreement).

     

    "Single
      Hull Finance Parties"
      means
      the parties, other than the Borrower, as are party to the Single Hull Loan
      Agreement.

     

    "Single
      Hull Loan Agreement"
      means
      the loan agreement made or to be made on or about the date hereof between the
      Borrower, the banks and financial institutions listed in Schedule 1 thereto,
      DVB
      Group Merchant Bank (Asia) Ltd as agent, DVB Bank AG as swap provider and DVB
      Group Merchant Bank (Asia) Ltd as security agent in connection with a loan
      facility to be used to refinance the existing indebtedness of the Single Hull
      Collateral Owners.

     

    "SMC"
      means a
      valid safety management certificate issued for a Vessel by or on behalf of
      the
      Administration under paragraph 13.7 of the ISM Code.

     

    "SMS"
      means a
      safety management system for a Vessel developed and implemented in accordance
      with the ISM Code.

     

    "Subsidiaries"
      means,
      in relation to any person, company, corporation or entity, a company,
      corporation or entity:

     

    
      	
            	(a)	
              which
                is controlled, directly or indirectly, by the first-mentioned person,
                company, corporation or entity;

            


    

     

    
      	
            	(b)	
              more
                than half the issued share capital of or equity interest in which
                is
                beneficially owned, directly or indirectly, by the first-mentioned
                person,
                company, corporation or entity; or 

            


    

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
            	(c)	
              which
                is a Subsidiary of another Subsidiary of the first-mentioned person,
                company, corporation or entity.

            


    

     

    and
      for
      this purpose, a company, corporation or entity shall be treated as being
      controlled by another if that other person, company, corporation or entity
      is
      able to direct its policies and management whether by contract or
      otherwise.

     

    "Substitute
      Charter"
      means,
      in respect of any Charter which terminates prior to the date on which that
      Charter would have expired by effluxion of time, a substitute charter, on
      substantially similar terms to that Charter or otherwise on terms and conditions
      acceptable to the Agent, such acceptance not to be unreasonably withheld or
      delayed.

     

    "Substitution
      Period"
      means,
      in respect of any Charter which terminates prior to the date on which that
      Charter would have expired by effluxion of time, the period beginning on the
      date of such termination and ending on the date falling sixty (60) days
      thereafter.

     

    "Tax"
      means
      any tax, levy, impost, duty or other charge or withholding of a similar nature
      (including any penalty or interest payable in connection with any failure to
      pay
      or any delay in paying any of the same).

     

    "Technical
      Management Agreements"
      means
      the agreements for the technical management of the Vessels made or to be made
      between each Collateral Owner respectively and the Technical Manager and
      "Technical Management
      Agreement"
      means
      any one of them.

     

    "Technical
      Manager"
      means
      Univan Ship Management International Limited and/or Univan Ship Management
      Limited, Hong Kong as its sub-contractor or such other technical managers or
      sub-technical managers of the Vessels nominated by a Collateral Owner, the
      Borrower or the Manager as the Agent may approve (such approval not to be
      unreasonably withheld or delayed).

     

    "Total
      Loss"
      means:


     

    
      	 	
              (a)

            	
              an
                actual, constructive, arranged, agreed or compromised total loss
                of a
                Vessel; or 

            



      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (b)

            	
              the
                requisition for title or compulsory acquisition of a Vessel by any
                government or other competent authority (other than by way of requisition
                for hire); or

            


    

     

    
      	 	
              (c)

            	
              the
                capture, seizure, arrest, detention or confiscation of a Vessel by
                any
                government or by persons acting or purporting to act on behalf of
                any
                government, unless that Vessel is released and returned to the possession
                of the relevant Collateral Owner within sixty (60) days after the
                capture,
                seizure, arrest, detention or confiscation in
                question.

            


    

     

    "Transaction"
      means a
      transaction entered into between a Swap Provider and the Borrower governed
      by a
      Master Agreement.

     

    "Transfer
      Certificate"
      means a
      certificate substantially in the form set out in Schedule 8 or any other form
      agreed between the Agent and the Borrower.

     

    "Transfer
      Date",
      in
      relation to any Transfer Certificate, the later of:

     

    
      	
            	(a)	
              the
                proposed Transfer Date specified in the Transfer Certificate;
                and

            


    

     

    
      	
            	(b)	
              the
                date on which the Agent executes the Transfer
                Certificate.

            


    

     

    "Trust
      Property"
      means:

     

    
      	 	
              (a)

            	
              all
                benefits derived by the Security Agent from Clause 10;
                and

            


    

     

    
      	 	
              (b)

            	
              all
                benefits arising under (including, without limitation, all proceeds
                of the
                enforcement of) each of the Security
                Documents,

            


    

     

    with
      the
      exception of any benefits arising solely for the benefit of the Security
      Agent.

     

    "Unpaid
      Sum"
      means
      any sum due and payable but which remains unpaid by a Security Party under
      the
      Finance Documents.

     

    "Vessel
      Tranches"
      means
      the Vessel A Tranche, the Vessel B Tranche, the Vessel C Tranche, the Vessel
      D
      Tranche and the Vessel E Tranche and "Vessel
      Tranche"
      means
      any one of them.

     

    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

     

    "Vessel
      A Tranche"
      means
      the lower of (i) the relevant Maximum Tranche Amount and (ii) seventy per cent
      (70%) of the Fair Market Value of Vessel A calculated no more than fourteen
      (14)
      days prior to the Drawdown Date of the Vessel A Tranche and advanced or to
      be
      advanced by the Lenders to the Borrower in accordance with Clause 4 or, where
      the context permits, the amount advanced and for the time being
      outstanding.

     

    "Vessel
      B Tranche"
      means
      the lower of (i) the relevant Maximum Tranche Amount and (ii) seventy per cent
      (70%) of the Fair Market Value of Vessel B calculated no more than fourteen
      (14)
      days prior to the Drawdown Date of the Vessel B Tranche and advanced or to
      be
      advanced by the Lenders to the Borrower in accordance with Clause 4 or, where
      the context permits, the amount advanced and for the time being
      outstanding.

     

    "Vessel
      C Tranche"
      means
      the lower of (i) the relevant Maximum Tranche Amount and (ii) seventy per cent
      (70%) of the Fair Market Value of Vessel C calculated no more than fourteen
      (14)
      days prior to the Drawdown Date of the Vessel C Tranche and advanced or to
      be
      advanced by the Lenders to the Borrower in accordance with Clause 4 or, where
      the context permits, the amount advanced and for the time being
      outstanding.

     

    "Vessel
      D Tranche"
      means
      the lower of (i) the relevant Maximum Tranche Amount and (ii) seventy per cent
      (70%) of the Fair Market Value of Vessel D calculated no more than fourteen
      (14)
      days prior to the Drawdown Date of the Vessel D Tranche and advanced or to
      be
      advanced by the Lenders to the Borrower in accordance with Clause 4 or, where
      the context permits, the amount advanced and for the time being
      outstanding.

     

    "Vessel
      E Tranche"
      means
      the lower of (i) the relevant Maximum Tranche Amount and (ii) seventy per cent
      (70%) of the Fair Market Value of Vessel E calculated no more than fourteen
      (14)
      days prior to the Drawdown Date of the Vessel E Tranche and advanced or to
      be
      advanced by the Lenders to the Borrower in accordance with Clause 4 or, where
      the context permits, the amount advanced and for the time being
      outstanding.

     

    "Vessels"
      means
      each vessel listed in Schedule 2 under the heading "Vessel" and everything
      now
      or in the future belonging to it on board and ashore, currently registered
      under
      the flag set out in Schedule 2 in the ownership of the Collateral Owner set
      out
      opposite its name in Schedule 2 and "Vessel"
      means
      any one of them.

     

    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

     

    
      	
            	1.2	
              In
                this Agreement:

            


    

     

    
      	 	
              1.2.1

            	
              words
                denoting the plural number include the singular and vice
                versa;

            


    

     

    
      	 	
              1.2.2

            	
              words
                denoting persons include corporations, partnerships, associations
                of
                persons (whether incorporated or not) or governmental or
                quasi-governmental bodies or authorities and vice
                versa;

            


    

     

    
      	 	
              1.2.3

            	
              references
                to Recitals, Clauses and Schedules are references to recitals, clauses
                and
                schedules to or of this Agreement; 

            


    

     

    
      	 	
              1.2.4

            	
              references
                to this Agreement include the Recitals and the
                Schedules;

            


    

     

    
      	 	
              1.2.5

            	
              the
                headings and contents page(s) are for the purpose of reference only,
                have
                no legal or other significance, and shall be ignored in the interpretation
                of this Agreement;

            


    

     

    
      	 	
              1.2.6

            	
              references
                to any document (including, without limitation, to all or any of
                the
                Relevant Documents) are, unless the context otherwise requires, references
                to that document as amended, supplemented, novated or replaced from
                time
                to time;

            


    

     

    
      	 	
              1.2.7

            	
              references
                to statutes or provisions of statutes are references to those statutes,
                or
                those provisions, as from time to time amended, replaced or
                re-enacted;

            


    

     

    
      	 	
              1.2.8

            	
              references
                to any
                Finance Party include
                its successors, permitted transferees and permitted assignees;
                

            


    

     

    
      	 	
              1.2.9

            	
              a
                time of day (unless otherwise specified) is a reference to Singapore
                time;
                and

            


    

     

    
      	 	
              1.2.10

            	
              words
                and expressions defined in a Master Agreement, unless the context
                otherwise requires, have the same
                meaning.

            



      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

     

    
      	
            	1.3	
              Offer
                letter

            


    

     

    This
      Agreement supersedes the terms and conditions contained in any correspondence
      relating to the subject matter of this Agreement exchanged between any
      Finance Party
      and the
      Borrower or their representatives prior to the date of this Agreement save
      for
      the provisions of the committed term sheet headed "Borrowers' Walk Away Option"
      and "Market Flex" accepted by the Borrower and the Collateral Owners on
      18th
      April
      2008 which shall remain in full force and effect in accordance with their
      terms.

     

    
      	
            	1.4	
              Accounting
                terms

            


    

     

    Any
      accounting terms not otherwise defined in this Agreement shall have the meanings
      assigned to them in accordance with applicable GAAP (whether or not such is
      indicated in this Agreement). 

     

    
      	
            	1.5	
              Majority
                Lenders

            


    

     

    Where
      this Agreement or any of the other Finance Documents provides for any matter
      to
      be determined by reference, directly or indirectly, to the opinion of the
      Majority Lenders or to be subject, directly or indirectly, to the consent or
      request of the Majority Lenders or for any action to be taken, directly or
      indirectly, on the instructions of the Majority Lenders, the Agent shall be
      obliged to notify the Borrower as soon as is reasonably practicable of any
      such
      opinion, consent, request or instructions and the Borrower shall be entitled
      to
      rely upon such notification as to whether or not the relevant majority has
      been
      obtained.

     

    
      	
              2

            	
              The
                Loan and its Purpose

            


    

     

    
      	 	
              2.1

            	
              Amount
                Subject to the terms of this Agreement, the Lenders agree to make
                available to the Borrower a term loan not exceeding the Maximum Loan
                Amount.

            


    

     

    
      	 	
              2.2

            	
              Finance
                Parties' obligations The
                obligations of each Finance Party under the Finance Documents are
                several.
                Failure by a Finance Party to perform its obligations under the Finance
                Documents does not affect the obligations of any other party to the
                Finance Documents. No Finance Party is responsible for the obligations
                of
                any other Finance Party under the Finance
                Documents.

            



      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              2.3

            	
              Purpose
                The
                Borrower shall apply the Loan for the purposes referred to in Recital
                (B).

            


    

     

    
      	 	
              2.4

            	
              Monitoring
                No
                Finance Party is bound to monitor or verify the application of any
                amount
                borrowed under this Agreement.

            


    

     

    
      	
              3

            	
              Conditions
                of Utilisation

            


    

     

    
      	 	
              3.1

            	
              Conditions
                precedent The
                Borrower is not entitled to have any Drawing advanced unless the
                Agent or
                its duly authorised representative has received all of the documents
                and
                other evidence listed in Part I(a) of Schedule 5 and Part I(b) of
                Schedule
                5, save that references in Part I(b) of Schedule 5 to "the Vessel"
                or to
                any person or document relating to a Vessel shall be deemed to relate
                solely to any Vessel specified in the relevant Drawdown Notice or
                to any
                person or document relating to that specific Vessel
                respectively.

            


    

     

    
      	 	
              3.2

            	
              Further
                conditions precedent The
                Lenders will only be obliged to advance a Drawing if on the date
                of the
                Drawdown Notice and on the proposed Drawdown
                Date:

            


    

     

    
      	 	
              3.2.1

            	
              no
                Default shall have occurred and be continuing or would result from
                the
                advance of that Drawing; and

            


    

     

    
      	 	
              3.2.2

            	
              the
                representations made by the Borrower under Clause 11 are true in
                all
                material respects.

            


    

     

    
      	 	
              3.3

            	
              Drawing
                limit
                The Lenders will only be obliged to advance a Drawing if that Drawing
                will
                not increase the Loan to a sum in excess of the Maximum Loan Amount
                nor
                result in a Vessel Tranche exceeding the amount calculated in accordance
                with the definition of that Vessel Tranche in Clause 1.1 provided
                that, if
                the Borrower has exercised its option pursuant to Clause 4.1, that
                Vessel
                Tranche shall be reduced by an amount equivalent to one third of
                the first
                Repayment Instalment in respect of that Vessel Tranche as set out
                in
                Schedule 6 (as reduced, if applicable, by the operation of Clause
                5.3) and
                the Agent shall prepare a replacement repayment schedule for that
                Vessel
                Tranche and such replacement repayment schedule shall (in the absence
                of
                manifest error) replace the original repayment schedule for that
                Vessel
                Tranche and shall thereafter be the repayment schedule in respect
                of that
                Vessel Tranche.

            



      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              3.4

            	
              Conditions
                subsequent
                The Borrower undertakes to deliver or to cause to be delivered to
                the
                Agent or its duly authorised representative on, or as soon as practicable
                after, the relevant Drawdown Date and in any event prior to the relevant
                date set out in Part II of Schedule 5, the additional documents and
                other
                evidence listed in Part II of Schedule 5, save that references in
                that
                Part II to "the Vessel" or to any person or document relating to
                a Vessel
                shall be deemed to relate solely to any Vessel specified in the relevant
                Drawdown Notice or to any person or document relating to that specific
                Vessel respectively.

            


    

     

    
      	 	
              3.5

            	
              No
                Waiver
                If
                the Lenders in their sole discretion agree to advance a Drawing to
                the
                Borrower before all of the documents and evidence required by Clause
                3.1
                have been delivered to or to the order of the Agent or its duly authorised
                representative, the Borrower undertakes to deliver all outstanding
                documents and evidence to or to the order of the Agent or its duly
                authorised representative no later than thirty (30) days after the
                relevant Drawdown Date or such other earlier date as is specified
                in
                Schedule 5 Part II or later date as may be agreed by the Agent and
                the
                Borrower.

            


    

     

    The
      advance of a Drawing under this Clause 3.5 shall not be taken as a waiver of
      the
      Lenders' right to require production of all the documents and evidence required
      by Clause 3.1.

     

    
      	 	
              3.6

            	
              Form
                and content
                All documents and evidence delivered to the Agent or its duly authorised
                representative under this Clause 3
                shall:

            


    

     

    3.6.1 be
      in
      form and substance reasonably acceptable to the Agent; and

     

    
      	 	
              3.6.2

            	
              if
                required by the Agent (acting reasonably), be certified, notarised,
                legalised or attested in a manner acceptable to the
                Agent.

            


    

     

    
      	
              4

            	
              Availability
                date and Advance

            


    

     

    
      	 	
              4.1

            	
              Availability
                date
                The Borrower shall have the option, exercisable by notice in writing
                addressed to the Agent no less than three (3) Business Days prior
                to the
                Availability Termination Date, to extend the Availability Termination
                Date
                until the Extended Availability Termination
                Date.

            



      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              4.2

            	
              Drawdown
                Request
                The Borrower may drawdown the Loan in up to five Drawings each comprising
                one or more Vessel Tranches, which Vessel Tranches are each to be
                advanced
                in one amount on a Business Day prior to the Availability Termination
                Date
                or, subject to Clause 4.1, the Extended Availability Termination
                Date, by
                delivering to the Agent a duly completed Drawdown Notice not more
                than ten
                (10) and not fewer than three (3) Business Days before the proposed
                Drawdown Date.

            


    

     

    
      	 	
              4.3

            	
              Lenders'
                participation Subject
                to Clauses 2 and
                3, the Agent shall promptly notify each Lender of the receipt of
                a
                Drawdown Notice, following which each Lender shall advance its
                Proportionate Share of the relevant Drawing to the Borrower through
                the
                Agent on the relevant Drawdown
                Date.

            


    

     

    
      	
              5

            	
              Repayment

            


    

     

    
      	 	
              5.1

            	
              Repayment
                of Loan
                The Borrower agrees to repay each Vessel Tranche to the Agent for
                the
                account of the Lenders by twenty nine (29) consecutive quarterly
                instalments (in the case of the Vessel A Tranche) and by thirty six
                (36)
                consecutive quarterly instalments (in the case of the Vessel B Tranche,
                the Vessel C Tranche, the Vessel D Tranche and the Vessel E Tranche)
                each
                in the sum indicated opposite the relevant instalment number in Schedule
                6. The first instalment for a Vessel Tranche shall fall due on
                30th
                September 2008 and subsequent instalments shall, subject to Clause
                5.2,
                fall due at consecutive intervals of three (3) calendar months
                thereafter.

            


    

     

    
      	 	
              5.2

            	
              Final
                Repayment Date
                The final repayment date of a Vessel Tranche shall be the earlier
                of (i)
                the date for repayment of that Vessel Tranche calculated in accordance
                with Clause 5.1 and Schedule 6, (ii) 30th
                June 2017 and (iii) the date falling nine (9) years after the Drawdown
                Date of that Vessel Tranche.

            


    

     

    
      	 	
              5.3

            	
              Reduction
                of Repayment Instalments
                If
                the aggregate amount advanced to the Borrower in respect of a Vessel
                Tranche is less than the Maximum Tranche Amount applicable to that
                Vessel
                Tranche, the amount of each Repayment Instalment in respect of that
                Vessel
                Tranche shall be reduced pro rata to the amount actually
                advanced.

            


    

     

    
      	 	
              5.4

            	
              Reborrowing
                The
                Borrower may not reborrow any part of the Loan which is repaid or
                prepaid.

            



      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

     

    
      	
              6

            	
              Prepayment

            


    

     

    
      	 	
              6.1

            	
              Illegality
                If
                it becomes unlawful in any applicable jurisdiction for a Lender to
                perform
                any of its obligations as contemplated by this Agreement or to fund
                or
                maintain the Loan:

            


    

     

    
      	 	
              6.1.1

            	
              that
                Lender shall promptly notify the Agent of that
                event;

            


    

     

    
      	 	
              6.1.2

            	
              upon
                the Agent notifying the Borrower, the Commitment of that Lender (to
                the
                extent not already advanced) will be immediately cancelled;
                and

            


    

     

    
      	 	
              6.1.3

            	
              the
                Borrower shall repay that Lender's Contribution within forty five
                (45)
                days of its receipt of notification in accordance with Clause 6.1.2
                or, if
                earlier, the date specified by that Lender in the notice delivered
                to the
                Agent and notified by the Agent to the Borrower (being no earlier
                than the
                last day of any applicable grace period permitted by law) and the
                remaining Repayment Instalments shall be reduced pro
                rata.

            


    

     

    
      	 	
              6.2

            	
              Voluntary
                prepayment of Loan The
                Borrower may prepay the whole or any part of the Loan (but, if in
                part,
                being an amount that reduces the Loan by a minimum amount of five
                hundred
                thousand Dollars ($500,000) or multiples thereof) subject as
                follows:

            


    

     

    
      	 	
              6.2.1

            	
              it
                gives the Agent not less than five (5) Business Days' (or such shorter
                period as the Agent may reasonably agree) prior notice;
                

            


    

     

    
      	 	
              6.2.2

            	
              any
                prepayment under this Clause 6.2 shall be pro-rated across the Vessel
                Tranches and then applied in satisfaction of the Borrower's obligations
                under Clause 5.1 in inverse order of
                maturity.

            


    

     

    
      	 	
              6.3

            	
              Mandatory
                prepayment on sale or Total Loss
                If
                a Vessel is sold by a Collateral Owner or becomes a Total Loss, the
                Borrower shall, simultaneously with any such sale or within one hundred
                and twenty (120) days after any such Total Loss, make a prepayment
                of the
                Loan in an amount equivalent to those sale or Total Loss proceeds.
                Any
                such prepayment shall be applied first in prepayment of the Vessel
                Tranche
                applicable to that Vessel and any surplus shall be pro-rated across
                the
                remaining Vessel Tranches and then applied in satisfaction of the
                Borrower's obligations under Clause 5.1 in respect thereto in inverse
                order of maturity.

            



      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

     

    
       

        For
          the
          purpose of the Finance Documents a Total Loss shall be deemed to have occurred
          when:-

      

    

     

    
      	
            	(a)	
              in
                the case of an actual total loss of a Vessel on the actual date or
                at the
                time that Vessel was lost or, if such date is not known, on the date
                on
                which that Vessel was last
                reported;

            


    

     

    
      	
            	(b)	
              in
                the case of a constructive total loss of a Vessel, upon the date
                and at
                the time notice of abandonment of that Vessel is given to the insurers
                of
                that Vessel for the time being (provided a claim for total loss is
                admitted by such insurers) or, if such insurers do not admit such
                a claim,
                at the date and at the time at which either a total loss is subsequently
                adjudged by a competent court of law or arbitration tribunal to have
                occurred or a total loss is subsequently admitted by the
                insurers;

            


    

     

    
      	
            	(c)	
              in
                the case of a compromised or arranged total loss, on the date upon
                which a
                binding agreement as to such compromised or arranged total loss has
                been
                entered into by the insurers of that
                Vessel;

            


    

     

    
      	 	
              (d)

            	
              in
                the case of requisition for the title or compulsory acquisition of
                a
                Vessel on the date on which the requisition for title or other compulsory
                acquisition in relation to that Vessel occurs;
                and

            


    

     

    
      	 	
              (e)

            	
              in
                the case of capture, seizure, arrest, detention or confiscation of
                a
                Vessel (other than by way of requisition for title or compulsory
                acquisition) by any government or by persons purporting to act on
                behalf
                of any government which deprives the relevant Collateral Owner of
                the use
                of that Vessel for more than sixty (60) days, upon the expiry of
                the
                period of sixty (60) days after the date upon which the relevant
                capture,
                seizure, arrest, detention or confiscation
                occurred.

            


    

     

    
      	 	
              6.4

            	
              Mandatory
                prepayment on termination of Charter
                If
                a Charter is terminated for any reason prior to its scheduled expiry
                date
                (other than the sale of the relevant Vessel which is the subject
                of that
                Charter or a Total Loss in respect of that Vessel), the Borrower
                shall,
                unless that Vessel has been delivered into a Substitute Charter within
                the
                Substitution Period pursuant to Clause 12.5, prepay the Vessel Tranche
                applicable to that Vessel within three (3) Business Days following
                the
                expiry of the Substitution Period.

            



      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

     

    
      	
            	6.5	
              Mandatory
                prepayment on change of control
                If
                there occurs any change in the control of the Borrower or the Borrower
                enters into any amalgamation, demerger, merger or corporate restructuring
                (save in accordance with the Share Purchase Agreement) or the Borrower
                disposes of a material part of any of its present or future assets
                or
                undertaking without, in each such case, the prior written consent
                of the
                Majority Lenders (such consent not to have been unreasonably withheld
                or
                delayed) the Borrower shall prepay the Loan within three (3) Business
                Days
                of such event occurring. 

            


    

     

    
      	 	
              6.6

            	
              Restrictions
                Any
                notice of prepayment given under this Clause 6 shall be irrevocable
                and,
                unless a contrary indication appears in this Agreement, shall specify
                the
                date or dates upon which the relevant prepayment is to be made and
                the
                amount of that prepayment.

            


    

     

    Any
      prepayment under this Agreement shall be made together with accrued interest
      on
      the amount prepaid and, subject to any Break Costs.

     

    If
      the
      Agent receives a notice under this Clause 6 it shall promptly forward a copy
      of
      that notice to the Borrower or the Lenders, as appropriate.

     

    
      	
              7

            	
              Interest

            


    

     

    
      	 	
              7.1

            	
              Interest
                Periods
                The period during which each Vessel Tranche shall be outstanding
                under
                this Agreement shall be divided into consecutive Interest Periods
                of three
                (3), six (6) or twelve (12) months' duration, as selected by the
                Borrower by written notice to the Agent not later than 11.00 a.m.
                on the
                third London Business Day before the beginning of the Interest Period
                in
                question, or such other duration as may be agreed by the Borrower
                and the
                Agent.

            


    

     

    
      	 	
              7.2

            	
              Beginning
                and end of Interest Periods Each
                Interest Period in respect of a Vessel Tranche shall start on the
                first
                Drawdown Date in respect of that Vessel Tranche or, if that Vessel
                Tranche
                has already been drawndown, on the last day of the preceding Interest
                Period and end on the date which numerically corresponds to the first
                Drawdown Date or the last day of the preceding Interest Period in
                the
                relevant calendar month except that, if there is no numerically
                corresponding date in that calendar month, the Interest Period shall
                end
                on the last Business Day in that
                month.

            



      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              7.3

            	
              Interest
                Periods to meet Repayment Dates If
                an Interest Period will expire after the next Repayment Date, there
                shall
                be a separate Interest Period for a part of Vessel Tranche equal
                to the
                Repayment Instalment due on that next Repayment Date and that separate
                Interest Period shall expire on that next Repayment
                Date.

            


    

     

    
      	 	
              7.4

            	
              Non-Business
                Days
                If
                an Interest Period would otherwise end on a day which is not a Business
                Day, that Interest Period will instead end on the next Business Day
                in
                that calendar month (if there is one) or the preceding Business Day
                (if
                there is not).

            


    

     

    
      	 	
              7.5

            	
              Interest
                rate
                During each Interest Period interest shall accrue on each Vessel
                Tranche
                at the rate determined by the Agent to be the aggregate of (a) the
                applicable Margin and
                (b) LIBOR.

            


    

     

    
      	 	
              7.6

            	
              Failure
                to select Interest Period If
                the Borrower at any time fails to select or agree an Interest Period
                in
                accordance with Clause 7.1, the interest rate applicable shall be
                the rate
                determined by the Agent in accordance with Clause 7.5 for an Interest
                Period of such duration (not exceeding three (3) months) as the Agent
                may select.

            


    

     

    
      	 	
              7.7

            	
              Accrual
                and payment of interest Interest
                shall accrue from day to day, shall be calculated on the basis of
                a 360
                day year and the actual number of days elapsed (or, in any circumstance
                where market practice differs, in accordance with the prevailing
                market
                practice) and shall be paid by the Borrower to the Agent
                for the account of the Lenders on
                the last day of each Interest Period and, if the Interest Period
                is longer
                than three (3) months, on the dates falling at three (3) monthly
                intervals after the first day of that Interest
                Period.

            


    

     

    
      	
            	7.8	
              Default
                interest If
                the Borrower fails to pay any amount payable by it under a Finance
                Document on its due date, interest shall accrue on the overdue amount
                from
                the due date up to the date of actual payment (both before and after
                judgment) at a rate which is two per cent (2%) higher
                than the rate which would have been payable if the overdue amount
                had,
                during the period of non-payment, constituted the Loan in the currency
                of
                the overdue amount for successive Interest Periods, each selected
                by the
                Agent (acting reasonably). Any interest accruing under this Clause
                7.8
                shall be immediately payable by the Borrower on demand by the Agent.
                If
                unpaid, any such interest will be compounded with the overdue amount
                at
                the end of each Interest Period applicable to that overdue amount
                but will
                remain immediately due and payable.

            



      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              7.9

            	
              Changes
                in market circumstances If
                at any time prior to the commencement of an Interest Period the Agent
                determines (which determination shall, in the absence of manifest
                error,
                be final and conclusive and binding on the Borrower) that (i)
                in
                the London interbank market adequate and fair means do not exist
                for
                determining the rate of interest on a Vessel Tranche for any Interest
                Period by reason of circumstances affecting the London Interbank
                Market
                generally or (ii)
                none or only one of the Reference Banks supplies the Lenders with
                a
                quotation for the purpose of calculating LIBOR or (iii)
                the Agent is notified by Lenders whose participation in the Loan
                exceeds
                fifty per cent (50%) of the Loan that LIBOR does not accurately reflect
                the cost to such Lenders of obtaining deposits in Dollars in the
                London
                Interbank Market in the ordinary course of
                business:

            


    

     

    
      	 	
              7.9.1

            	
              the
                Agent shall promptly give notice to the
                Lenders and the
                Borrower of the occurrence of such event and such notice shall contain
                particulars of the relevant circumstances giving rise to this issue
                and
                shall certify the effective cost to the Lenders of maintaining the
                Loan
                and the rate of interest payable by the Borrower for that Interest
                Period;
                and

            


    

     

    
      	 	
              7.9.2

            	
              the
                rate of interest on each
                Lender's Contribution in the relevant Vessel Tranche for
                that Interest Period shall be the rate per annum which is the sum
                of:

            


    

     

    
      	 	
              (a)

            	
              the
                Margin; and

            


    

     

    
      	 	
              (b)

            	
              the
                rate notified
                to the Agent by that Lender as soon as practicable, and in any event
                before interest is due to be paid in respect of that Interest Period,
                to
                be that which
                expresses as a percentage rate per annum the cost to that Lender
                of
                funding its Contribution in the relevant Vessel Tranche from whatever
                source it may reasonably select

            



      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

    

     

    PROVIDED
      THAT if the resulting rate of interest on
      any
      Contribution is
      not
      acceptable to the Borrower:

     

    
      	 	
              7.9.3

            	
              the
                Agent
                on behalf of the Lenders will
                negotiate with the Borrower in good faith for a period of up to thirty
                (30) days with a view to modifying this Agreement to provide a substitute
                basis for determining the rate of interest which is financially a
                substantial equivalent to the basis provided for in this
                Agreement;

            


    

     

    
      	 	
              7.9.4

            	
              any
                substitute basis agreed pursuant to Clause 7.9.3 shall be binding
                on all
                the parties to this Agreement and
                shall apply to all Contributions in the relevant Vessel
                Tranche; and

            


    

     

    
      	 	
              7.9.5

            	
              if,
                within thirty (30) days of the giving of the notice referred to in
                Clause 7.9.1, the Borrower and the Agent fail to agree in writing on
                a substitute basis for determining the rate of interest in respect
                of the
                relevant Vessel Tranche, the relevant Lender shall cease to be obliged
                to
                advance its Commitment in that Vessel Tranche but, if it has already
                been
                advanced, the Borrower will prepay the relevant Lender's Contribution
                to
                that Vessel Tranche on the tenth (10th)
                Business Day after expiry of such thirty (30) day period, together
                with
                any Break Costs, and
                the remaining Repayment Instalments in respect of that Vessel Tranche
                shall be reduced by the amount of that Lender's Commitment or Contribution
                (as applicable) on a pro rata basis.

            


    

     

    
      	 	
              7.10

            	
              Determinations
                conclusive The
                Agent shall promptly notify the Borrower of the determination of
                a rate of
                interest under this Clause 7 and each such determination shall (save
                in
                the case of manifest error) be final and
                conclusive.

            


    

     

    
      	 	
              7.11

            	
              Interest
                rate hedge
                The Borrower shall, within three (3) months of the final Drawdown
                Date,
                enter into a Transaction or Transactions with a Swap Provider to
                swap its
                floating interest rate under this Agreement for a minimum period
                of five
                (5) years to a fixed interest rate in respect of a notional amount
                of no
                less than fifty per cent of the
                Loan.

            


    

     

    
      	 	 	
              The
                Borrower shall, following the final Drawdown Date and in any event
                prior
                to the expiry of the above three (3) month period approach the Swap
                Providers for competitive quotes (which the Swap Providers agree
                to
                prepare based on the most competitive rate they are able to offer
                for such
                a swap to a swap counterparty of similar financial standing as the
                Borrower) for entering into such a swap. Following receipt of such
                a quote
                or quotes from the Swap Providers or any of them the Borrower shall
                notify
                the Swap Providers of the most competitive quote made to them by
                a Swap
                Provider (the "Competitive
                Provider")
                following which the other Swap Providers shall have the right to
                match
                such quote. If none of the other Swap Providers are prepared to match
                such
                quote the Borrower shall enter into the Transaction with the Competitive
                Provider but if and to the extent one or more of those other Swap
                Providers does match the quote made by the Competitive Provider then
                the
                Borrower shall enter into Transactions on a pro-rata basis with the
                Competitive Provider and such other Swap
                Provider(s).

            



      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              7.12

            	
              Reference
                Bank quotations Subject
                to clause 7.9 (ii) (which applies in the event that none or only
                one of
                the Reference Banks supplies the Lenders with a quotation for the
                purpose
                of calculating LIBOR), if any Reference Bank is unable or otherwise
                fails
                to furnish a quotation for the purpose of calculating LIBOR, the
                interest
                rate shall be determined or the basis of the quotations furnished
                by the
                remaining Reference Banks.

            


    

     

    
      	
              8

            	
              Indemnities

            


    

     

    
      	 	
              8.1

            	
              Transaction
                expenses The
                Borrower will, within fourteen (14) days of the Agent's written demand,
                pay the Agent
                (for the account of the Finance Parties) the
                amount of all documented costs and expenses (including legal fees
                and
                Value Added Tax or any similar or replacement tax if applicable)
                reasonably incurred by the Finance
                Parties or any of them in
                connection with:

            


    

     

    
      	 	
              8.1.1

            	
              the
                negotiation, preparation, printing, execution and registration of
                the
                Finance Documents (whether or not any Finance Document is actually
                executed or registered and whether or not all or any part of the
                Loan is
                advanced); 

            


    

     

    
      	 	
              8.1.2

            	
              any
                amendment, addendum or supplement to any Finance Document (whether
                or not
                completed) requested by the Borrower;
                and

            


    

     

    
      	 	
              8.1.3

            	
              any
                other document which may at any time be reasonably required by
                a
                Finance Party to
                give effect to any Finance Document or which a
                Finance Party is
                entitled to call for or obtain under any Finance Document (including,
                without limitation, any valuation of the Vessels) and any insurance
                report,

            



      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

    

     

    but
      excluding, for the avoidance of doubt, any such expense incurred in connection
      with the transfer, assignment or sub-participation of any of the rights and/or
      obligations of any Lender under the Finance Documents.

     

    
      	 	
              8.2

            	
              Funding
                costs
                The Borrower shall indemnify each
                Finance Party, by payment to the Agent (for the account of that Finance
                Party) on
                the Agent's written demand against all direct and foreseeable losses
                and
                costs incurred or sustained by that
                Finance Party if,
                for any reason, a Drawing is not advanced to the Borrower after the
                relevant Drawdown Notice has been given to the Agent, or is advanced
                on a
                date other than that requested in the Drawdown Notice (unless, in
                either
                case, as a result of any default by, or negligence of, a Finance
                Party).

            


    

     

    
      	 	
              8.3

            	
              Break
                Costs
                The Borrower shall indemnify each Lender, by payment to the Agent
                (for the
                account of that Lender) on the
                Agent's written demand
                against all
                Break Costs directly and foreseeably incurred by that
                Lender as
                a result of its receiving any prepayment of all or any part of the
                Loan
                (whether pursuant to Clause 6 or otherwise) on a day other than the
                last
                day of an Interest Period for the relevant Vessel Tranche or relevant
                part
                of that Vessel Tranche, or any other payment (other than loss of
                Margin)
                under or in relation to the Finance Documents on a day other than
                the due
                date for payment of the sum in question, including (without limitation)
                any losses or costs incurred in liquidating or re-employing deposits
                from
                third parties acquired to effect or maintain all or any part of the
                Loan,
                and any liabilities, expenses or losses incurred by that
                Finance Party in
                terminating or reversing, or otherwise in connection with, any Transaction
                or any other interest rate and/or currency swap, transaction or
                arrangement entered into by that
                Finance Party to
                hedge any exposure arising under this Agreement, or in terminating
                or
                reversing, or otherwise in connection with, any open position arising
                under this Agreement or a Master
                Agreement.

            


    

     

    
      	 	
              8.4

            	
              Currency
                indemnity In
                the event of a
                Finance Party receiving
                or recovering any amount payable under a Finance Document in a currency
                other than the Currency of Account, and if the amount received or
                recovered is insufficient when converted into the Currency of Account
                at
                the date of receipt to satisfy in full the amount due, the Borrower
                shall,
                on the Agent's written demand, pay to the Agent
                for the account of the relevant Finance Party such
                further amount in the Currency of Account as is sufficient to satisfy
                in
                full the amount due and that further amount shall be due to the
                Agent
                on behalf of the relevant Finance Party
                as
                a separate debt under this Agreement.

            



      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              8.5

            	
              Increased
                costs (subject to Clause 8.6) If,
                by reason of the introduction of any law, or any change in any law,
                or any
                change in the interpretation or administration of any law, or compliance
                with any request or requirement from any central bank or any fiscal,
                monetary or other authority occurring after the date of this Agreement
                except if applicable to a particular Lender only and not generally
                imposed
                on all banks of the same kind regulated by the same central bank
                or other
                fiscal or monetary or other
                authority:

            


    

     

    
      	 	
              8.5.1

            	
              any
                reserve requirements shall be imposed, modified or deemed applicable
                against assets held by or deposits in or for the account of or loans
                by
                any branch of a
                Lender;
                or

            


    

     

    
      	 	
              8.5.2

            	
              the
                manner in which a
                Lender allocates
                capital resources to its obligations under this Agreement or any
                ratio
                (whether cash, capital adequacy, liquidity or otherwise) which
                a
                Lender is
                required or requested to maintain shall be affected;
                or

            


    

     

    
      	 	
              8.5.3

            	
              there
                is imposed on a
                Lender
                any other condition in relation to the Indebtedness or the Finance
                Documents; 

            


    

     

    and
      the
      result of any of the above shall be to increase the cost to a
      Lender of
      that
      Lender making
      or
      maintaining its Commitment and/or Contribution, or to cause a
      Lender
to
      suffer
      (in its opinion) a reduction in the rate of return on its overall capital below
      the level which it reasonably anticipated at the date of this Agreement and
      which it would have been able to achieve but for its entering into this
      Agreement and/or performing its obligations under this Agreement, then, subject
      to Clause 8.6, the Lender
      affected shall
      notify the Agent and the Agent shall in turn notify the Borrower and the
      Borrower shall from time to time pay to the Agent, within ten (10) Business
      Days
      of a demand by the Agent, for
      the
      account of that Lender the
      amount which shall compensate that
      Lender for
      such
      additional cost or reduced return. A certificate signed by an authorised
      signatory of that
      Lender setting
      out the amount of that payment and the basis of its calculation shall be
      submitted to the Borrower and shall be conclusive evidence of such amount save
      for manifest error or on any question of law.

     

    
      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

    

     

    Without
      prejudice to the Borrower's obligation to pay any amount required to be paid
      under this Clause or Clause 17.3, the affected Lender,
      the
      Borrower and the Agent shall consult in good faith including, without
      limitation, consultation on the possibility of the affected Lender
      transferring its Commitment and/or Contribution to an alternative lending office
      or to an alternative bank or financial institution to avoid the increased cost
      or liability identified by the affected Lender.
      If no
      agreement is reached on the means to avoid such increased cost or liability
      within thirty (30) days of the date on which the affected Lender
      notified
      the Borrower of the increased cost or liability in question, the Borrower may,
      at its option, prepay the relevant Lender
      's
      Contribution and cancel its Commitment on the next Interest Payment Date(s)
      relevant to such Contribution and on receipt of such prepayment the remain
      Repayment Instalments shall be reduced by the amount of that Lender's Commitment
      or Contribution (as applicable) on a pro-rata basis.

     

    
      	 	
              8.6

            	
              Exceptions
                to increased costs Clause
                8.5 does
                not apply to the extent any additional cost or reduced return referred
                to
                in that Clause is:

            


    

     

    
      	
            	8.6.1	
              compensated
                for by a payment made under Clause 8.10;
                or

            


    

     

    
      	
            	8.6.2	
              compensated
                for by a payment made under Clause 17.3;
                or

            


    

     

    
      	
            	8.6.3	
              compensated
                for by any other provision in this Agreement;
                or

            


    

     

    
      	
            	8.6.4	
              attributable
                to the negligence of, or the wilful breach by the relevant
                Lender
                of
                any law or regulation.

            


    

     

    
      	 	
              8.7

            	
              Events
                of Default The
                Borrower shall indemnify each
                Finance Party from
                time to time,
                by payment to the Agent (for the account of that Finance
                Party)
                on
                the Agent's written demand, against all losses, costs and liabilities
                incurred or sustained by that
                Finance Party as
                a consequence of the occurrence of any Event of Default.
                

            


    

     

    
      	 	
              8.8

            	
              Enforcement
                costs
                The Borrower shall pay to the Agent
                (for the account of each Finance Party) on
                the Agent's written demand the amount of all costs and expenses (including
                legal fees) incurred by that
                Finance Party in
                connection with the enforcement of, or the preservation of any rights
                under, any Finance Document including (without limitation) any losses,
                costs and expenses which that
                Finance Party may
                from time to time sustain, incur or become liable for by reason of
                that
                Finance Party being
                mortgagee of a Vessel and/or a lender to the Borrower, or by reason
                of
                that
                Finance Party being
                deemed by any court or authority to be an operator or controller,
                or in
                any way concerned in the operation or control, of a
                Vessel.

            



      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              8.9

            	
              Other
                costs
                The Borrower shall pay to the Agent
                (for the account of each Finance Party) on
                the Agent's written demand the amount of all sums which that
                Finance Party may
                pay or become actually or contingently liable for on account of a
                Collateral Owner in connection with a Vessel (whether alone or jointly
                or
                jointly and severally with any other person) including (without
                limitation) all sums which that
                Finance Party may
                pay or guarantees which it may reasonably give in respect of the
                Insurances, any expenses reasonably incurred by that
                Finance Party in
                connection with the maintenance or repair of a Vessel or in discharging
                any lien, bond or other claim relating in any way to a Vessel, and
                any
                sums which that
                Finance Party may
                pay or guarantees which it may reasonably give to procure the release
                of a
                Vessel from arrest or detention.

            


    

     

    
      	 	
              8.10

            	
              Taxes
                The
                Borrower shall pay all Taxes to which all or any part of the Indebtedness
                or any Finance Document may be at any time subject (other than Tax
                on
                a
                Finance Party's overall
                net income, gains or profit) and shall indemnify the Finance
                Parties, by payment to the Agent (for the account of the Finance
                Parties)
                on the Agent's written
                demand, against all liabilities, costs, claims and expenses resulting
                from
                any omission to pay or delay in paying any such Taxes (except for
                Taxes
                incurred in connection with any transfer, assignment or sub-participation
                of any of the rights and/or obligations of a Lender under any of
                the
                Finance Documents).

            


    

     

    
      	
              9

            	
              Fees

            


    

     

    
      	 	
              9.1

            	
              Commitment
                fee
                The Borrower shall pay to the Agent (for the account of the Lenders
                in
                their respective Proportionate Shares calculated by reference to
                the
                respective relevant Commitments of each Lender) a commitment fee
                computed
                at the rate of zero point two five per cent (0.25%) per annum on
                the
                undrawn amount of the Maximum Loan Amount from time to time from
                the date
                of this Agreement until the earlier of the Drawdown Date in respect
                of the
                final Drawing and the Availability Termination Date (or if applicable,
                the
                Extended Availability Termination Date). The accrued commitment fee
                is
                payable on each Drawdown Date and, if not all the Vessel Tranches
                are
                advanced, on the Availability Termination Date (or, if applicable,
                the
                Extended Availability Termination
                Date).

            



      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              9.2

            	
              Arrangement
                fee
                The Borrower shall pay to the Agent for the account of the Mandated
                Lead
                Arrangers an arrangement fee in the amount and at the times agreed
                in a
                Fee Letter.

            


    

     

    
      	 	
              9.3

            	
              Agency
                fee
                The Borrower shall pay to the Agent (for its own account) an agency
                fee in
                the amount and at the times agreed in a Fee
                Letter.

            


    

     

    
      	
              10

            	
              Security
                and Application of Moneys

            


    

     

    
      	 	
              10.1

            	
              Security
                Documents
                As
                security for the payment of the Indebtedness, the Borrower shall
                execute
                and deliver to the Security
                Agent or
                cause to be executed and delivered to the Security
                Agent the
                following documents in the Agreed
                Form:

            


    

     

    
      	 	
              10.1.1

            	
              guarantees
                and indemnities from the Collateral
                Owners;

            


    

     

    
      	 	
              10.1.2

            	
              first
                priority statutory mortgages over the Vessels together with collateral
                deeds of covenants;

            


    

     

    
      	 	
              10.1.3

            	
              first
                priority deeds of assignment of the Insurances, Earnings and Requisition
                Compensation of the Vessels from the Collateral Owners;
                

            


    

     

    
      	 	
              10.1.4

            	
              first
                priority deeds of assignment of the Charters or any Substitute Charter
                from the Collateral Owners; and

            


    

     

    
      	 	
              10.1.5

            	
              first
                priority deeds of charge over the Accounts and all amounts from time
                to
                time standing to the credit of the Accounts from the Collateral Owners.
                

            


    

     

    
      	 	
              10.2

            	
              Pledge
                option
                In
                consideration of, inter alia, the Lenders making their respective
                Commitments and/or Contribution available to the Borrower and/or
                entering
                into or continuing a Transaction, the Borrower hereby irrevocably
                and
                unconditionally agrees and undertakes that it will, within ten (10)
                Business Day of receipt of written notice from the Agent at any time
                during the Facility Period (i) execute in favour of the Security
                Agent
                first priority pledges or charges over all the Borrower's right,
                title and
                interest to and in the shares of each Collateral Owner in such form
                as the
                Security Agent and the Borrower, acting reasonably, may agree and
                (ii)
                execute and deliver to the Security Agent all further instruments
                and
                documents which the Security Agent may reasonably require to obtain
                the
                full benefits of such pledges or
                charges.

            



      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              10.3

            	
              Earnings
                and Retention Accounts The
                Borrower shall procure that each Collateral Owner maintains its Accounts
                with the Agent (or such other leading bank as may be requested by
                the
                Borrower and, subject to execution of an Accounts Charge in form
                and
                substance satisfactory to the Lenders, agreed to by the Agent (such
                agreement not to be unreasonably withheld)) for the duration of the
                Facility Period free of Encumbrances (other than Permitted Encumbrances
                and Permitted Second Encumbrances) and rights of set off other than
                those
                created by or under the Finance
                Documents.

            


    

     

    
      	 	
              10.4

            	
              Earnings
                The
                Borrower shall procure that all Earnings and any Requisition Compensation
                in respect of a Vessel are credited to the Earnings Account applicable
                to
                that Vessel.

            


    

     

    
      	 	
              10.5

            	
              Transfers
                to Retention Account On
                the day in each calendar month during the Facility Period which
                numerically corresponds to the Drawdown Date in respect of a Vessel
                Tranche (or, if there is no such day, on the last Business Day of
                that
                month), the Borrower shall, subject to Clause 10.9, procure that
                there is
                transferred from the relevant Earnings Account to the relevant Retention
                Account:

            


    

     

    
      	 	
              10.5.1

            	
              one-third
                of the amount of the Repayment Instalment due on the next Repayment
                Date;
                and

            


    

     

    
      	 	
              10.5.2

            	
              the
                amount of interest due on the next Interest Payment Date divided
                by the
                number of months between the last Interest Payment Date (or, if none,
                the
                Drawdown Date of that Vessel Tranche) and that next Interest Payment
                Date,

            


    

     

    and
      the
      Borrower irrevocably authorises the Agent and will procure that each Collateral
      Owner irrevocably instructs the Agent, to make those transfers provided always
      that, if the Borrower has exercised its option under Clause 4.1, the amount
      of
      the Repayment Instalment referred to in Clause 10.5.1 shall be one half (1⁄2) of
      the amount of that Repayment Instalment due on the next Repayment Date rather
      than one third (1⁄3).


    
      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              10.6

            	
              Additional
                payments to Retention Accounts If
                for any reason the amount standing to the credit of an Earnings Account
                is
                insufficient to make any transfer to the relevant Retention Account
                required by Clause 10.5, the Borrower shall, without demand, procure
                that
                there is credited to the relevant Retention Account, on the date
                on which
                the relevant amount would have been transferred from the relevant
                Earnings
                Account, an amount equal to the amount of the
                shortfall.

            


    

     

    
      	 	
              10.7

            	
              Application
                of Retention Accounts The
                Borrower shall procure that there is transferred from the relevant
                Retention Account to the Agent:

            


    

     

    
      	 	
              10.7.1

            	
              on
                each Repayment Date, the amount of the Repayment Instalment then
                due;
                and

            


    

     

    
      	
            	10.7.2	
              on
                each Interest Payment Date, the amount of interest then
                due,

            


    

     

    and
      the
      Borrower irrevocably authorises the Agent and will procure that each Collateral
      Owner irrevocably instructs the Agent to make those transfers.

     

    
      	 	
              10.8

            	
              Borrower's
                obligations not affected If
                for any reason the amount standing to the credit of a Retention Account
                is
                insufficient to pay any Repayment Instalment or to make any payment
                of
                interest when due, the Borrower's obligation to pay that Repayment
                Instalment or to make that payment of interest shall not be
                affected.

            


    

     

    
      	 	
              10.9

            	
              Payments
                from Earnings Accounts The
                amounts credited to an Earnings Account shall, subject to the other
                terms
                of this Agreement and the terms of the Coordination Agreement, be
                applied
                by the Agent in the following order of
                priority:

            


    

     

    
      	 	
              10.9.1

            	
              first,
                in or towards payment of all amounts then due and owing to the Agent
                and/or the Finance Parties under the Finance Documents in respect
                of fees,
                commissions, expenses and other costs incurred by the Finance
                Parties;

            


    

     

    
      	 	
              10.9.2

            	
              second,
                in satisfaction of the Borrower's obligations under Clause
                10.5;

            


    

     

    
      	 	
              10.9.3

            	
              third,
                in the maintenance or satisfaction of the Borrower's obligations
                under
                Clause 12.3.18;

            


    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    
      	 	
              10.9.4

            	
              fourth,
                in the maintenance or satisfaction of the Borrower's obligations
                under
                Clause 10.7 and 10.15;

            


    

     

    
      	 	
              10.9.5

            	
              fifth,
                in satisfaction of the Borrower's obligations under a Master
                Agreement;

            


    

     

    
      	 	
              10.9.6

            	
              sixth,
                in payment of the Operating Expenses of the Vessel owned by the Collateral
                Owner in whose name such Earnings Account is open;
                and

            


    

     

    
      	 	
              10.9.7

            	
              seventh,
                (and subject always to no Default having occurred and then being
                continuing) to the Borrower or to its
                order.

            


    

     

    
      
        
          	
                	10.10	
                  Restriction
                    on withdrawal During
                    the Facility Period no sum may be withdrawn from the Accounts
                    (except in
                    accordance with this Clause 10) without the prior written consent
                    of the
                    Agent (such consent not to be unreasonably
                    withheld).

                


        

      

    

     

    
      	 	
              10.11

            	
              Relocation
                of Accounts At
                any time following the occurrence and during the continuation of
                an Event
                of Default, the Agent may without the consent of the Borrower or
                a
                Collateral Owner relocate any of the Accounts to any other branch
                of the
                Agent, without prejudice to the continued application of this Clause
                10
                and the rights of the Finance Parties under the Finance
                Documents.

            


    

     

    
      	 	
              10.12

            	
              Application
                after acceleration From
                and after the giving of notice to the Borrower by the Agent under
                Clause
                13.2, the Borrower shall procure that all sums from time to time
                standing
                to the credit of the Accounts are immediately transferred to the
                Agent for
                application in accordance with the relevant provisions of the Coordination
                Agreement and the Borrower irrevocably authorises the Agent and will
                procure that each Collateral Owner irrevocably instructs the Agent
                to make
                those transfers.

            


    

     

    
      	 	
              10.13

            	
              General
                application of moneys
                The Borrower, subject to Clause 10.14 and the terms of the Coordination
                Agreement, irrevocably authorises and shall procure that each Collateral
                Owner irrevocably authorises the Agent
                and the Security Agent to
                apply all sums which either of them may
                receive:

            


    

     

    
      	 	
              10.13.1

            	
              pursuant
                to a sale or other disposition of a Vessel or any right, title or
                interest
                in a Vessel; or

            



      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              10.13.2

            	
              by
                way of payment of any sum in respect of the Insurances, Earnings,
                Requisition Compensation or Charters;
                or

            


    

     

    
      	
            	10.13.3	
              by
                way of transfer of any sum from any of the Accounts;
                or

            


    

     

    
      	 	
              10.13.4

            	
              otherwise
                arising under or in connection with any Security
                Document,

            


    

     

    in
      accordance with the relevant provisions of this Agreement and the Security
      Documents.

     

    
      	
            	10.14	
              Application
                of moneys on sale or Total Loss The
                Borrower irrevocably authorises and shall procure that each Collateral
                Owner irrevocably authorises the Agent
                and the Security Agent to
                apply all sums which either of them may receive pursuant to a sale
                by that
                Collateral Owner of its Vessel or a Total Loss of its Vessel in or
                towards
                satisfaction of the prepayment due and payable by virtue of that
                sale or
                Total Loss under Clause 6.3, but the Borrower's obligation to make
                that
                prepayment shall not be affected if those sums are insufficient to
                satisfy
                that obligation.

            


    

     

    
      	 	
              10.15

            	
              Additional
                security If
                at any time the Fair Market Value of a Vessel and the value of any
                additional security including, but not limited to, any Cash Reserve
                Amount
                credited to the Earnings Account applicable to that Vessel (such
                value to
                be the face amount of the deposit (in the case of cash), determined
                conclusively by appropriate advisers appointed by the Agent (in the
                case
                of other charged assets), and reasonably determined by the Agent
                in its
                discretion (in all other cases)) for the time being provided to the
                Security Agent under this Clause 10.15 in respect of that Vessel is
                less than the relevant Security Percentage the Borrower shall, within
                thirty (30) days of receipt of the Agent's request, at the Borrower's
                option: 

            


    

     

    
      	
            	10.15.1	
              pay
                to the Security
                Agent or
                to its nominee a cash deposit in the amount of the shortfall to be
                secured
                in favour of the Security
                Agent as
                additional security for the payment of the Indebtedness; or
                

            


    

     

    
      	
            	10.15.2	
              constitute
                to the satisfaction of the Security
                Agent such other
                non-cash additional security in amount and form reasonably acceptable
                to
                the Security
                Agent in
                its discretion; or

            



      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

    

     

    
      	
            	10.15.3	
              prepay
                the amount of the Indebtedness which will ensure that the aggregate
                of the
                market value of the Vessels (determined as stated above) and the
                value of
                any such additional security is not less than the relevant Security
                Percentage 

            


    

     

    provided
      that the Agent shall, when calculating the Security Percentage in accordance
      with the opening paragraph of this Clause 10.15, add in and offset any surplus
      value by which the Fair Market Value of any other Vessel and the Cash Reserve
      Amount credited to the Earnings Account applicable to that Vessel exceeds the
      relevant Security Percentage applicable to its Vessel Tranche.

     

    Clauses
      5.4, 6.2.2 and 6.6 shall apply, mutatis
      mutandis,
      to any
      prepayment made under this Clause 10.15 and the value of any additional security
      provided shall be determined as stated above.

     

    The
      Agent
      may obtain a Fair Market Value for a Vessel at any time during the Facility
      Period provided that the Borrower shall only pay for the cost of obtaining
      such
      valuation once in any calendar year unless, as a result of such valuation,
      an
      Event of Default shall occur and be continuing, in which case the Borrower
      shall
      be liable for the cost thereof.

     

    
      	 	
              10.16

            	
              Release
                of additional security

            


    

     

    If
      the
      Borrower has provided further security to the Security Agent in respect of
      a
      Vessel pursuant to Clause 10.15 ("Further
      Security")
      and
      the Agent has, following the provision of such Further Security, obtained or
      calculated a subsequent Fair Market Value in respect of that Vessel either
      (i)
      in accordance with Clause 10.15 or (ii) at the specific written request of
      the
      Borrower (in which case any Fair Market Value so obtained shall be at the
      Borrower's cost), the Security Agent, shall as soon as reasonably practicable
      after notice in writing from the Borrower to do so, release such Further
      Security as is requested by the Borrower in such notice provided that the
      Security Agent is satisfied that, immediately following such release, the latest
      Fair Market Value of the Vessel or Vessels in question will, equal or exceed
      the
      relevant Security Percentage.

     

    
      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

    

     

    
      	
              11

            	
              Representations

            


    

     

    
      	 	
              11.1

            	
              Representations
                The Borrower makes the representations and warranties set out in
                this
                Clause 11.1 to each
                Finance Party on
                the date of this Agreement except as otherwise disclosed by the Borrower
                to the Agent in writing before the date of this Agreement with specific
                reference to this Agreement.

            


    

     

    
      	 	
              11.1.1

            	
              Status
                Each
                Security Party (which is not an individual) is a corporation, duly
                incorporated and validly existing under the law of its jurisdiction
                of
                incorporation and has the power to own its assets and carry on its
                business as it is being conducted.

            


    

     

    
      	 	
              11.1.2

            	
              Binding
                obligations The
                obligations expressed to be assumed by each Security Party in each
                Finance
                Document to which it is a party are, subject to any general principles
                of
                law limiting its obligations which are specifically referred to in
                any
                legal opinion delivered pursuant to Clause 3, legal, valid, binding
                and
                enforceable obligations.

            


    

     

    
      	 	
              11.1.3

            	
              Non-conflict
                with other obligations The
                entry into and performance by each Security Party of, and the transactions
                contemplated by, the Finance Documents do not conflict
                with:

            


    

     

    
      	 	
              (a)

            	
              any
                law or regulation applicable to that Security
                Party;

            


    

     

    
      	 	
              (b)

            	
              the
                constitutional documents of that Security Party;
                or

            


    

     

    
      	 	
              (c)

            	
              any
                document binding on that Security Party or any of its
                assets,

            


    

     

    and
      in
      borrowing the Loan, the Borrower is acting for its own account.

     

    
      	 	
              11.1.4

            	
              Power
                and authority Each
                Security Party has the power to enter into, perform and deliver,
                and has
                taken all necessary action to authorise its entry into, performance
                and
                delivery of, the Finance Documents to which it is a party and the
                transactions contemplated by those Finance
                Documents.

            


    

     

    
      	 	
              11.1.5

            	
              Validity
                and admissibility in evidence All
                consents, licences, approvals, authorisations, filings and registrations
                required or desirable:

            



      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (a)

            	
              to
                enable each Security Party lawfully to enter into, exercise its rights
                and
                comply with its obligations in the Finance Documents to which it
                is a
                party or to enable each Finance Party to enforce and exercise all
                its
                rights under the Finance Documents;
                and

            


    

     

    
      	 	
              (b)

            	
              to
                make the Finance Documents to which any Security Party is a party
                admissible in evidence in its jurisdiction of
                incorporation,

            


    

     

    have
      been
      obtained or effected and are in full force and effect, with the exception only
      of the registrations referred to in Part II of Schedule 5.

     

    
      	 	
              11.1.6

            	
              Governing
                law and enforcement The
                choice of English, Hong Kong or Singapore law as the governing law
                of any
                Finance Document expressed to be governed by that law will be recognised
                and enforced in the jurisdiction of incorporation of each relevant
                Security Party, and any judgment obtained in England in relation
                to any
                such Finance Document will be recognised and enforced in the jurisdiction
                of incorporation of each relevant Security
                Party.

            


    

     

    
      	 	
              11.1.7

            	
              Deduction
                of Tax No
                Security Party is required under the law of its jurisdiction of
                incorporation to make any deduction for or on account of Tax from
                any
                payment it may make under any Finance
                Document.

            


    

     

    
      	 	
              11.1.8

            	
              No
                filing or stamp taxes Under
                the law of jurisdiction of incorporation of each relevant Security
                Party
                it is not necessary that the Finance Documents (other than the Mortgages,
                the Assignments, the Assignments of Charters and the Accounts Charges)
                be
                filed, recorded or enrolled with any court or other authority in
                that
                jurisdiction or that any stamp, registration or similar tax be paid
                on or
                in relation to the Finance Documents or the transactions contemplated
                by
                the Finance Documents.

            


    

     

    
      	 	
              11.1.9

            	
              No
                default No
                Event of Default has occurred and is
                continuing.

            


    

     

    
      	 	
              11.1.10

            	
              No
                misleading information Any
                factual information provided by any Security Party to any Finance
                Party
                was true and accurate in all material respects as at the date is
                was
                provided.

            



      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              11.1.11

            	
              Pari
                passu ranking The
                payment 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.

            


    

     

    
      	 	
              11.1.12

            	
              No
                proceedings pending or threatened No
                litigation, arbitration or administrative proceedings of or before
                any
                court, arbitral body or agency have been started which, if adversely
                determined, would reasonably be expected to have a Material Adverse
                Effect.

            


    

     

    
      	 	
              11.1.13

            	
              Disclosure
                of material facts The
                Borrower is not aware of any material facts or circumstances which
                have
                not been disclosed to the Agent and which might, if disclosed, have
                adversely affected the decision of a person considering whether or
                not to
                make loan or swap facilities of the nature contemplated by this Agreement
                available to the Borrower.

            


    

     

    
      	 	
              11.1.14

            	
              No
                established place of business in the UK or US
                No
                Security Party has an established place of business in the United
                Kingdom
                or the United States of America.

            


    

     

    
      	 	
              11.1.15

            	
              Completeness
                of Relevant Documents The
                copies of any Relevant Documents provided or to be provided by the
                Borrower to the Agent in accordance with Clause 3 are,
                or will be, true and accurate copies of the originals and represent,
                or
                will represent, the full agreement between the parties to those Relevant
                Documents in relation to the subject matter of those Relevant Documents
                and there are no commissions, rebates, premiums or other payments
                due or
                to become due in connection with the subject matter of those Relevant
                Documents other than in the ordinary course of business or as disclosed
                to, and approved in writing by, the
                Agent.

            


    

     

    
      	 	
              11.1.16

            	
              Ownership
                and control of Collateral Owners
                Each Collateral Owner is or will be following the Merger a wholly
                owned
                Subsidiary of the Borrower and is controlled by the
                Borrower.

            


    

     

    
      	 	
              11.2

            	
              Repetition
                Each
                representation and warranty in Clause 11.1 (other than in respect
                of
                Clauses 11.1.5, 11.1.7, 11.1.8, 11.1.9, 11.1.12, 11.1.13 and 11.1.15)
                is
                deemed to be repeated by the Borrower by reference to the facts and
                circumstances then existing on the date of each Drawdown Notice and
                the
                first day of each Interest Period.

            



      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              11.3

            	
              Qualification
                The representations and warranties made or to be made by the Borrower
                under pursuant to clause 11.1 are and shall be construed as being
                made
                subject to the reservations or qualifications as to matters of law
                set
                forth in the legal opinions to be delivered to the Agent pursuant
                to
                Clause 3.

            


    

     

    
      	
              12

            	
              Undertakings
                and Covenants

            


    

     

    The
      undertakings and covenants in this Clause 12 remain in force for the duration
      of
      the Facility Period.

     

    
      	
            	12.1	
              Information
                Undertakings

            


    

     

    
      	 	
              12.1.1

            	
              Financial
                statements The
                Borrower shall supply to the Agent as soon as the same become available,
                but in any event within one hundred and eighty (180) days after the
                end of
                each of its financial years, the Borrower's audited consolidated
                (so as to
                include the Collateral Owners) financial statements for that financial
                year, together with a Compliance Certificate, signed by two directors
                of
                the Borrower, setting out (in reasonable detail) computations as
                to
                compliance with Clause 12.2 as
                at the date as at which those financial statements were drawn
                up.

            


    

     

    
      	 	
              12.1.2

            	
              Requirements
                as to financial statements Each
                set of financial statements delivered by the Borrower under Clause
                12.1.1:

            


    

     

    
      	 	
              (a)

            	
              shall
                be certified by two (2) directors of the Borrower as fairly representing
                its financial condition and that of the Collateral Owners as at the
                date
                as at which those financial statements were drawn up;
                and

            


    

     

    
      	 	
              (b)

            	
              shall
                be prepared using GAAP, accounting practices and financial reference
                periods consistent with those applied in the preparation of the Original
                Financial Statements unless, in relation to any set of financial
                statements, the Borrower notifies the Agent that there has been a
                change
                in GAAP, the accounting practices or reference periods and the Borrower's
                auditors deliver to the Agent:

            



      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (i)

            	
              a
                description of any change necessary for those financial statements
                to
                reflect the GAAP, accounting practices and reference periods upon
                which
                the Original Financial Statements were prepared;
                and

            


    

     

    
      	 	
              (ii)

            	
              sufficient
                information, in form and substance as may be reasonably required
                by the
                Agent, to enable the Agent to make an accurate comparison between
                the
                financial position indicated in those financial statements and that
                indicated in the Original Financial
                Statements.

            


    

     

    
      	 	
              12.1.3

            	
              Interim
                financial statements
                The Borrower shall supply to the Agent as soon as the same become
                available, but in any event within one hundred and twenty (120) days
                after
                the end of each half-year during each of its financial years, the
                Borrower's and each Collateral Owner's unaudited semi-annual financial
                statements for that half-year.

            


    

     

    
      	 	
              12.1.4

            	
              Information:
                miscellaneous The
                Borrower shall supply to the Agent:

            


    

     

    
      	 	
              (a)

            	
              all
                documents dispatched by the Borrower or any Collateral Owner to its
                shareholders (or any class of them) or its creditors save for information
                which is confidential in relation to third parties which is not
                disclosable by law or regulatory requirement, generally at the same
                time
                as they are dispatched;

            


    

     

    
      	 	
              (b)

            	
              promptly
                upon becoming aware of them, details of any litigation, arbitration
                or
                administrative proceedings which are current, threatened or pending
                against any Security Party, and which would, if adversely determined,
                have
                a Material Adverse Effect; and 

            


    

     

    
      	 	
              (c)

            	
              promptly,
                such further information regarding the financial condition, business
                and
                operations of any Security Party as the Agent may reasonably request
                save
                for information which is confidential in relation to third parties
                which
                is not disclosable by law or regulatory requirement including, without
                limitation, cash flow analyses and details of the Operating Expenses
                of
                any Vessel.

            



      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              12.1.5

            	
              Notification
                of default 

            


    

     

    The
      Borrower shall notify the Agent of any Default which has occurred and is
      continuing (and the steps, if any, being taken to remedy it) promptly upon
      becoming aware of its occurrence.

     

    
      	
            	12.1.6	
              "Know
                your customer" checks If:

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              any
                change in the status of the Borrower 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 (c) above, 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 Borrower shall promptly upon the request of the Agent or any Lender 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 any Lender
      for
      itself (or, in the case of (c) above, on behalf of any prospective new Lender)
      in order for the Agent or that Lender (or, in the case of (c) above, 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.

     

    
      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              12.2

            	
              Financial
                covenants

            


    

     

    The
      Borrower shall, on a consolidated basis, maintain throughout the Facility
      Period:-

     

    
      	
            	12.2.1	
              minimum
                available cash of fifteen million Dollars ($15,000,000) comprising
                (i) any
                amounts credited to the Earnings Accounts (excluding Projected Drydocking
                Costs), (ii) free cash and (iii) undrawn amounts of working capital
                facilities;

            


    

     

    
      
        	
              	12.2.2	
                a
                  minimum Value Adjusted Net Worth of one hundred million Dollars
                  ($100,000,000);

              


      

    

     

    
      	
            	12.2.3	
              a
                maximum Value Adjusted Leverage of seventy five per cent (75%);
                and

            


    

     

    
      	
            	12.2.4	
              a
                minimum Interest Coverage ratio of 2.25:1


            


    

     

    and
      for
      the purposes of this clause and each Compliance Certificate:-

     

    "Value
      Adjusted Net Worth"
      means
      the paid
      up capital of the Borrower plus capital reserves plus unappropriated profits
      or
      losses after revaluation of all vessels owned by the Borrower and its
      Subsidiaries (as determined by the Agent acting reasonably);

     

    "Value
      Adjusted Leverage"
      means
      total liabilities divided by the Fair Market Value of all vessels owned by
      the
      Borrower and its Subsidiaries;

     

    "Interest
      Coverage"
      means
      EBITDA divided by interest expense;

     

    "EBITDA"
      means
      earnings before interest, tax, depreciation and amortisation.

     

    The
      Agent
      shall, semi-annually during the Facility Period, test for compliance with the
      financial covenants under this Clause by reference to the financial statements
      provided under Clause 12.1.

     

    
      
        
          
          

        

        
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              12.3

            	
              General
                undertakings

            


    

     

    
      	 	
              12.3.1

            	
              Authorisations
                The
                Borrower shall promptly:

            


    

     

    
      	 	
              (a)

            	
              obtain,
                comply with and do all that is necessary to maintain in full force
                and
                effect; and

            


    

     

    
      	 	
              (b)

            	
              upon
                written request supply certified copies to the Agent of,
                

            


    

     

    any
      consent, licence, approval or authorisation required under any applicable law
      or
      regulation to enable each Security Party to perform its respective obligations
      under the Finance Documents to which it is a party and to ensure the legality,
      validity, enforceability or admissibility in evidence in the jurisdiction of
      incorporation of each relevant Security Party of any Finance Document to which
      it is a party.

     

    
      	
            	12.3.2	
              Compliance
                with laws The Borrower
                shall comply in all respects with all laws to which it may be subject,
                if
                failure so to comply would materially impair its ability to perform
                its
                obligations under the Finance Documents to which it is a
                party.

            


    

     

    
      	
            	12.3.3	
              Conduct
                of business The Borrower
                shall carry on and conduct its business in a
                proper and efficient manner, file all requisite tax returns and pay
                all
                tax which becomes due and payable (except where contested in good
                faith).

            


    

     

    
      	
            	12.3.4	
              Evidence
                of good standing
                The Borrower will from time to time if requested by the Agent provide
                the
                Agent with evidence in form and substance reasonably
                satisfactory to the Agent that the Security Parties remain in good
                standing.

            


    

     

    
      	
            	12.3.5	
              Negative
                pledge and no disposals in respect of the Collateral Owners
                The
                Borrower shall procure that no Collateral Owner shall, without the
                prior
                written consent of the Agent (such consent not to be unreasonably
                withheld
                or delayed), create nor permit to subsist any Encumbrance or other
                third
                party rights (other than a Permitted Encumbrance or a Permitted Second
                Encumbrance) over any of such Collateral Owner's present or future
                assets
                or undertaking nor dispose of any those assets or of all or part
                of that
                undertaking (otherwise than in accordance with Clause 12.4.1).
                

            



      
        
          
          

        

        
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            	12.3.6	
              Merger
                The
                Borrower shall procure that no Collateral Owner shall, without the
                prior
                written consent of the Agent (such consent not to be unreasonably
                withheld
                or delayed) enter into any amalgamation, demerger, merger or corporate
                reconstruction.

            


    

     

    
      	
            	12.3.7	
              Change
                of business The
                Borrower shall not without the prior written consent of the Agent
                (such
                consent not to be unreasonably withheld or delayed) make any substantial
                change to the general nature of its business from that carried on
                at the
                date of this Agreement.

            


    

     

    
      	
            	12.3.8	
              No
                other business The
                Borrower shall procure that no Collateral Owner shall without
                the prior written consent of the Agent (such consent not to be
                unreasonably withheld or delayed) engage
                in any business other than the ownership, operation, chartering and
                management of its Vessel.

            


    

     

    
      	
            	12.3.9	
              No
                place of business in UK or US The
                Borrower shall not have, and shall procure that no Collateral Owner
                shall
                have, an established place of business in the United Kingdom or the
                United
                States of America at any time during the Facility
                Period.

            


    

     

    
      	
            	12.3.10	
              No
                borrowings The
                Borrower shall not without
                the prior written consent of the Agent (such consent not to be
                unreasonably withheld or delayed)
                incur any Financial Indebtedness (except for the Loan, the Single
                Hull
                Facility and unsecured Financial Indebtedness provided that any such
                unsecured Financial Indebtedness in excess of the ten million Dollars
                ($10,000,000) in aggregate is subordinated to the Loan) and the Borrower
                shall procure that no Collateral Owner shall, without the prior written
                consent of the Agent (such consent not to be unreasonably withheld
                or
                delayed) incur any Financial Indebtedness (except for Existing
                Indebtedness, Financial Indebtedness directly incurred pursuant to
                the
                Finance Documents and unsecured Financial Indebtedness subordinated
                to the
                Loan).

            


    

    


    
      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

    

    
 

    
      	
            	12.3.11	
              No
                loans or other financial commitments The
                Borrower shall not, and shall procure that no Collateral Owner shall,
                without
                the prior written consent of the Agent (such consent not to be
                unreasonably withheld or delayed) make
                any loan except, in the case of the Borrower or a Collateral Owner,
                for
                Inter-Company Loans and normal trade credit in the ordinary course
                of
                business, nor enter into any guarantee or indemnity or otherwise
                voluntarily assume any actual or contingent liability in respect
                of any
                obligation of any other person except for guarantees and indemnities
                from
                time to time required in the ordinary course by any protection and
                indemnity or war risks association with which a Vessel is entered,
                guarantees required to procure the release of a Vessel from arrest,
                detention, attachment or levy or guarantees or undertakings required
                for
                the salvage of a Vessel and except, in the case of a Collateral Owner,
                for
                the Loan and the Single Hull Facility and the Borrower and each Collateral
                Owner agrees that it shall not, following a Default which has occurred
                and
                is continuing, accept repayment of an Inter-Company Loan or payment
                of any
                interest on an Inter-Company Loan without the prior written consent
                of the
                Agent (such
                consent not to be unreasonably withheld or delayed).

            


    

     

    
      
        	
              	12.3.12	
                No
                  dividends The
                  Borrower shall not, and shall procure that no Collateral Owner
                  shall,
                  whilst a Default has occurred and is continuing, pay any dividends
                  or make
                  any other distributions to shareholders without the prior written
                  consent
                  of the Lenders (such
                  consent not to be unreasonably withheld or delayed).
                  

              


      

    

     

    
      	
            	12.3.13	
              Inspection
                of records The Borrower
                will permit the inspection of its financial records and accounts
                from time
                to time by the Agent.

            


    

     

    
      	
            	12.3.14	
              No
                change in Relevant Documents The
                Borrower shall procure that, without the prior written consent of
                the
                Agent (such consent not to be unreasonably withheld or delayed),
                there
                shall be no termination of, material alteration to, or waiver of
                any
                material term of, any of the Relevant Documents which are not Finance
                Documents. 

            


    

     

    
      	
            	12.3.15	
              No
                dealings with Master Agreements The
                Borrower shall not assign, novate or encumber or in any other way
                transfer
                any of its rights or obligations under a Master Agreement, nor enter
                into
                any interest rate exchange or hedging agreement in connection with
                the
                Loan or any part thereof with anyone other than the Swap
                Providers.

            


    

     


    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    
      	
            	12.3.16	
              Flag
                The Borrower shall procure that the Vessels are registered in the
                ownership of each relevant Collateral Owner under the laws and flag
                of
                Hong Kong and shall procure that the registration of the Vessels
                shall not
                be changed during the Facility Period without (i) in
                the case of a change of registration to an Approved Flag,
                the prior written consent of the Majority Lenders (such
                consent not to be unreasonably withheld or delayed) or (ii) in the
                case of
                a change of registration to a country not being an Approved Flag,
                the
                prior written consent of all the Lenders (such consent not to be
                unreasonably withheld or delayed).

            


    

     

    
      	
            	12.3.17	
              Undertaking
                in respect of Collateral Owners
                The Borrower hereby irrevocably agrees, undertakes and covenants
                that,
                throughout the Facility Period it will
                ensure:-

            


    

     

    
      	 	
              (a)

            	
              there
                is no material change to any shareholders agreement relating to each
                Collateral Owner whilst such Collateral Owner's Vessel is the subject
                of
                any of the Security Documents;

            


    

     

    
      	 	
              (b)

            	
              any
                Inter-Company Loan advanced by the Borrower to a Collateral Owner
                shall be
                unsecured and be subordinated to the rights of the Finance Parties
                under
                this Agreement whilst such Collateral Owner's Vessel is the subject
                of any
                of the Security Documents; and

            


    

     

    
      	 	
              (c)

            	
              there
                shall, following the Merger, be no change in the shareholding or
                control
                of any Collateral Owners whilst such Collateral Owner's Vessel is
                the
                subject of any of the Security
                Documents.

            


    

     

    
      	 	
              12.3.18

            	
              Cash
                reserve
                The Borrower shall procure that, throughout the Facility Period,
                a minimum
                cash reserve of not less than the Cash Reserve Amount shall be credited
                to
                each Earnings Account provided that the Agent may, in its discretion
                (acting reasonably) and provided the Borrower is in compliance with
                its
                obligations under Clause 12.2, allow a thirty (30) day period for
                a short
                term reduction in the Cash Reserve Amount on one or more Earnings
                Accounts
                to allow the Borrower or the relevant Collateral Owner to meet
                contingencies which could not be expected to have arisen in the Borrower's
                or a Collateral Owner's ordinary course of
                business.

            



      
        
          
          

        

        
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              12.3.19

            	
              Drydocking
                The Borrower shall provide written estimates to the Agent of the
                Projected
                Drydocking Cost of each Vessel together with reasonable evidence
                of how
                that cost is calculated not less than twelve (12) months prior to
                the
                scheduled drydocking date of each Vessel (the "Drydocking
                Date")
                and, without prejudice and in addition to the Borrower's obligations
                under
                Clause 12.3.18, the Borrower shall procure that twenty five per cent
                (25%)
                of such Projected Drydocking Cost for each Vessel (the "Quarterly
                Payments")
                shall be credited to the relevant Vessel's Earnings Account on or
                prior to
                the date falling at three (3) monthly intervals (the "Quarter
                Date")
                from the date falling twelve (12) months prior to the Drydocking
                Date (the
                "Start
                Date")
                provided always that, in relation to the final Quarterly Payment,
                that
                final Quarterly Payment shall be made not less than thirty (30) days
                prior
                to the Drydocking Date. The Borrower may revise the Projected Drydocking
                Cost subject to providing the Agent with reasonable evidence for
                such
                revision on or prior to each Quarter Date during the twelve (12)
                month
                period preceding the Drydocking Date and to the extent such revised
                Projected Drydocking Cost differs, on each Quarter Date, from the
                Projected Drydocking Cost first provided by the Borrower to the Agent,
                the
                Quarterly Payments shall be adjusted to reflect one (1) quarter of
                the
                revised Projected Drydocking Cost.

            


    

     

    
      	 	
              12.3.20

            	
              Management
                The Borrower shall procure that, throughout the Facility Period,
                not less
                than three (3) of its directors, one of whom being its chairman,
                are
                appointees of the Manager and that all executive officers of the
                Borrower
                are appointees of the Manager and that, without the prior written
                consent
                of the Agent (such consent not to be unreasonably withheld or delayed),
                there shall be no termination of, alteration to or waiver of any
                material
                term of the Management Agreement.

            


    

     

    
      	 	
              12.3.21

            	
              Associated
                transactions
                The Borrower shall not and shall procure that none of the Collateral
                Owners nor any of its or their Subsidiaries shall, without the prior
                written consent of the Agent (such consent not to be unreasonably
                withheld
                or delayed), enter into any transactions with each other save for
                the
                Management Agreement, the Technical Management Agreements, any other
                agreements contemplated by or pursuant to the Share Purchase Agreement
                and
                any other agreements permitted pursuant to this
                Agreement.

            


    

     


    
      
        
        

      

      
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              12.3.22

            	
              Change
                of control
                The Borrower shall procure that the shareholders of the Manager maintain,
                directly or indirectly, a shareholding of no less than twenty five
                per
                cent (25%) of the Borrower excepting any dilution of such shareholding
                following the Merger resulting from the raising of additional equity
                by
                the Borrower.

            


    

     

    
      	 	
              12.4

            	
              Vessel
                undertakings

            


    

     

    
      	
            	12.4.1	
              No
                sale of Vessel
                The Borrower shall procure that no Collateral Owner shall sell or
                otherwise dispose of its Vessel or any shares in its Vessel nor agree
                to
                do so without the prior written consent of the Agent which consent
                shall
                not be unreasonably withheld or delayed and which consent shall be
                granted
                if the net sales proceeds receivable upon completion of the sale
                of such
                Vessel would be no less than the higher of (i) the principal amount
                of
                that Vessel Tranche and (ii) the then current Fair Market Value of
                that
                Vessel.

            


    

     

    
      	 	
              12.4.2

            	
              No
                chartering after Event of Default
                Following the occurrence and during the continuation of an Event
                of
                Default the Borrower shall procure that no Collateral Owner shall
                without
                the prior written consent of the Agent (such consent not to be
                unreasonably withheld or delayed) let its Vessel on charter (other
                than
                pursuant to a Charter) or renew or extend any charter or other contract
                of
                employment (including a Charter) of its Vessel (nor agree to do
                so).

            


    

     

    
      	 	
              12.4.3

            	
              No
                change in technical management
                The Borrower shall procure that, without the prior written consent
                of the
                Agent (such consent not to be unreasonably withheld or delayed),
                there
                shall be no termination of, alteration to, or waiver of any material
                term
                of, the Technical Management Agreements in respect of any Vessel
                and that
                no Collateral Owner shall without the prior written consent of the
                Lenders
                (such consent not to be unreasonably withheld or delayed) permit
                the
                Technical Managers to further sub-contract or sub-delegate the technical
                management of its Vessel to any third
                party.

            



      
        
          
          

        

        
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              12.4.4

            	
              Evidence
                of current COFR
                The Borrower shall procure that each Collateral Owner will, if and
                for so
                long as its Vessel trades in the United States of America and Exclusive
                Economic Zone (as defined in the United States Oil Pollution Act
                1990),
                obtain, retain and provide the Agent with a copy of, a valid Certificate
                of Financial Responsibility for its Vessel under that Act and will
                comply
                with the requirements of that Act.

            


    

     

    
      	 	
              12.4.5

            	
              ISM
                Code compliance
                The Borrower shall procure that each Collateral Owner
                will:

            


    

     

    
      	
            	(a)	
              procure
                that its Vessel remains for the duration of the Facility Period subject
                to
                a SMS;

            


    

     

    
      	 	
              (b)

            	
              maintain
                a valid and current SMC for its Vessel throughout the Facility Period
                and
                provide a copy to the Agent;

            


    

     

    
      	 	
              (c)

            	
              procure

                that the ISM Company maintains a valid and current DOC throughout
                the
                Facility Period and provide a copy to the Agent;
                and

            


    

     

    
      	 	
              (d)

            	
              promptly
                notify the Agent in writing of any actual or threatened withdrawal,
                suspension, cancellation or modification of the SMC of its Vessel
                or of
                the DOC of the ISM Company.

            


    

     

    
      	 	
              12.4.6

            	
              ISPS
                Code compliance The Borrower
                shall procure that each Collateral Owner
                will:

            


    

     

    
      	 	
              (a)

            	
              for
                the duration of the Facility Period comply with the ISPS Code in
                relation
                to its Vessel and procure that its Vessel and the ISPS Company comply
                with
                the ISPS Code;

            


    

     

    
      	 	
              (b)

            	
              maintain
                a valid and current ISSC for its Vessel throughout the Facility Period
                and
                provide a copy to the Agent; and

            



      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (c)

            	
              promptly
                notify the Agent in writing of any actual or threatened withdrawal,
                suspension, cancellation or modification of the ISSC of its
                Vessel.

            


    

     

    
      	 	
              12.4.7

            	
              Annex
                VI compliance
                The Borrower
                shall procure that each Collateral Owner
                will:

            


    

     

    
      	 	
              (a)

            	
              for
                the duration of the Facility Period comply with Annex VI in relation
                to
                its Vessel and procure that its Vessel's master and crew are familiar
                with, and that its Vessel complies with, Annex
                VI;

            


    

     

    
      	 	
              (b)

            	
              maintain
                a valid and current IAPPC for its Vessel throughout the Facility
                Period
                and provide a copy to the Agent;
                and

            


    

     

    
      	 	
              (c)

            	
              promptly
                notify the Agent in writing of any actual or threatened withdrawal,
                suspension, cancellation or modification of the IAPPC of its
                Vessel.

            


    

     

    
      	 	
              12.4.8

            	
              Inspection
                The Lenders shall have the right to appoint a surveyor to inspect
                up to
                two of the Vessels once a year at reasonable times and on reasonable
                prior
                notice (at the expense of the Borrower) or, if an Event of Default
                or a
                casualty over a Vessel has occurred and is continuing where the aggregate
                claim against all the insurers in respect thereof exceeds, one million
                Dollars ($1,000,000) to inspect that Vessel at any time, and the
                Borrower
                shall procure that any such surveyor so appointed by the Lenders
                shall be
                permitted to board the Vessel to carry out an inspection as to that
                Vessel's then state and condition provided that the Security Agent
                shall
                restrict inspections or surveys to times when a Vessel is being dry-docked
                or at times when a Vessel's sailing schedule would not be
                affected.

            


    

     

    
      	
            	12.5	
              Charters
                The Borrower shall, if a Charter terminates on a date prior to the
                date on
                which that Charter would expire by effluxion of time, use its best
                endeavours to procure that the relevant Collateral Owner secures
                a
                Substitute Charter within the Substitution Period and that the relevant
                Collateral Owner enters into an assignment of such Charter during
                the
                Substitution Period in favour of the Security Agent in the same form,
                mutatis mutandis, as the Assignment of Charter entered into by the
                Collateral Owner of that Vessel in respect of the Charter immediately
                preceding the relevant Substitute
                Charter.

            



      
        
          
          

        

        
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            	12.6	
              Insurance
                covenants
                The Borrower shall procure that each Collateral Owner will at its
                own
                expense throughout the Facility Period ensure
                that:

            


    

     

    
      	 	
              12.6.1

            	
              each
                Vessel owned by a Collateral Owner remains insured against marine
                risks
                and war risks (including but not limited to blocking and trapping)
                on an
                agreed value basis for an amount which is the greater from time to
                time of
                (a) her full market value and (b) an amount which equals one hundred
                and
                twenty per cent (120%) of the amount of the Vessel Tranche applicable
                to
                that Vessel outstanding; and

            


    

     

    
      	 	
              12.6.2

            	
              that
                Vessel remains entered in a protection and indemnity association
                in both
                protection and indemnity classes, or remains otherwise insured against
                protection and indemnity risks and liabilities (including, without
                limitation, protection and indemnity war risks and freight, demurrage
                and
                defence cover); and

            


    

     

    
      	 	
              12.6.3

            	
              that
                Vessel remains insured against oil pollution caused by the Vessel
                for such
                amounts as the Security Agent may from time to time approve (acting
                reasonably) unless that risk is covered to the satisfaction of the
                Security Agent by the Vessel's protection and indemnity entry or
                insurance; and

            


    

     

    
      	 	
              12.6.4

            	
              the
                above Insurances are placed in such markets, in such currency, on
                such
                terms and conditions, and with such brokers, underwriters and associations
                (being members of the International Club Group so far as a protection
                and
                indemnity association is concerned) as the Security Agent shall have
                previously approved in writing (such approval not to be unreasonably
                withheld). 

            


    

     

    
      	
            	12.7	
              Insurance
                report The
                Owner shall reimburse the Agent on demand for the cost incurred by
                the
                Agent in obtaining a report on the adequacy of the Insurances from
                an
                insurance adviser instructed by the Security Agent once prior to
                the
                relevant Drawdown Date applicable to a Vessel and annually
                thereafter.

            



      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

    

     

    
      	
            	12.8	
              Mortgagees'
                insurance The
                Borrower agrees that the Agent shall be at liberty to take out mortgagees'
                interest insurance and mortgagees additional perils (oil pollution)
                insurance in relation to each Vessel for not less than one hundred
                ten per
                cent (110%) of the Vessel Tranche applicable thereto and otherwise
                on such
                terms and conditions as the Agent may from time to time decide, and
                the
                Borrower shall from time to time on demand reimburse the Agent for
                all
                reasonable costs, premiums and expenses paid or incurred by the Agent
                in
                connection with such insurances.

            


    

     

    
      	
              13

            	
              Events
                of Default

            


    

     

    
      	 	
              13.1

            	
              Events
                of Default
                Each of the events or circumstances set out in this Clause 13.1 is
                an
                Event of Default.

            


    

     

    
      	 	
              13.1.1

            	
              Non-payment
                The
                Borrower does not pay on the due date any amount payable by it under
                a
                Finance Document at the place at and in the currency in which it
                is
                expressed to be payable (and so that, for this purpose, sums payable
                on
                demand shall be treated as having been paid at the stipulated time
                if paid
                within three (3) Business Days of demand) and such amount remains
                unpaid
                for three (3) days after the due
                date.

            


    

     

    
      	 	
              13.1.2

            	
              Other
                obligations A
                Security Party does not comply with any provision of any of the Relevant
                Documents to which that Security Party or person is a party (other
                than as
                referred to in Clause 13.1.1). 

            


    

     

    No
      Event
      of Default under this Clause 13.1.2 will occur if the failure to comply is
      capable of remedy and does not relate either to the Insurances or to compliance
      with Clause 10.15 and
      is
      remedied by the earliest of (i) ten (10) Business Days after the Agent gives
      notice to the Borrower of such Event of Default and of the action required
      to
      remedy it and (ii) ten (10) Business Days after the Borrower becomes aware
      of
      the failure to comply.

     

    
      	 	
              13.1.3

            	
              Misrepresentation
                Any
                representation, warranty or statement made or deemed to be repeated
                by a
                Security Party in any Finance Document or any other document delivered
                by
                a Security Party under or in connection with any Finance Document
                is or
                proves to have been incorrect or misleading in any material respect
                when
                made or deemed to be repeated and which has a Material Adverse
                Effect.

            



      
        
          
          

        

        
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              13.1.4

            	
              Cross
                default Any
                Financial Indebtedness of a Security
                Party:

            


    

     

    
      	 	
              (a)

            	
              is
                not paid when due after any applicable grace period has expired;
                or
                

            


    

     

    
      	 	
              (b)

            	
              is
                declared to be, or otherwise becomes, due and payable before its
                specified
                maturity as a result of an event of default (however
                described),

            


    

     

    and
      which, in respect of the Borrower exceeds, in aggregate or otherwise, ten
      million Dollars ($10,000,000).

     

    
      	 	
              13.1.5

            	
              Insolvency

            


    

     

    
      	 	
              (a)

            	
              A
                Security Party is unable or admits inability to pay its debts as
                they fall
                due, suspends making payments on any of its debts (being, in the
                case of
                the Borrower, in excess, in aggregate or otherwise, of ten million
                Dollars
                ($10,000,000)) or, by reason of actual or anticipated financial
                difficulties, commences negotiations with one or more of its creditors
                with a view to rescheduling any of its Financial Indebtedness (being,
                in
                the case of the Borrower, in excess, in aggregate or otherwise, of
                ten
                million Dollars ($10,000,000)).

            


    

     

    
      	 	
              (b)

            	
              The
                aggregate value of the assets of the Security Parties is less than
                their
                aggregate liabilities.

            


    

     

    
      	 	
              (c)

            	
              A
                moratorium is declared in respect of any Financial Indebtedness of
                a
                Security Party (being, in the case of the Borrower, in excess, in
                aggregate or otherwise, of ten million Dollars
                ($10,000,000)).

            


    

     

    
      	 	
              13.1.6

            	
              Insolvency
                proceedings Any
                corporate action or legal proceedings is taken
                for:

            


    

     

    
      	 	
              (a)

            	
              the
                winding-up, dissolution, administration, bankruptcy (not being an
                action,
                proceedings or procedure which the relevant Security Party can demonstrate
                to the satisfaction of the Agent, by providing an opinion of leading
                counsel to that effect, is frivolous, vexations or an abuse of the
                process
                of the court or related to a claim to which the Security Party has
                a good
                defense and which is being vigorously contested by the Security Party)
                or
                reorganisation (by way of voluntary arrangement, scheme of arrangement
                or
                otherwise) of a Security Party (other than a solvent liquidation
                or
                reorganisation of a Security Party which has been approved by the
                Agent
                (such approval not to be unreasonably withheld or delayed));
                

            



      
        
          
          

        

        
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              (b)

            	
              a
                composition, compromise, assignment or arrangement with any creditor
                of a
                Security Party (unless as part of a solvent reorganisation which
                has been
                approved by the Agent (such approval not to be unreasonably withheld
                or
                delayed));

            


    

     

    
      	 	
              (c)

            	
              the
                appointment of a liquidator (other than in respect of a solvent
                liquidation of a Security Party which has been approved by the Agent
                (such
                approval not to be unreasonably withheld or delayed)), receiver,
                administrative receiver, administrator, compulsory manager, or trustee
                or
                other similar officer in respect of any Security Party or all or
                a
                substantial part of its assets; or

            


    

     

    
      	 	
              (d)

            	
              enforcement
                of any Encumbrance over all or a substantial part of the assets of
                a
                Security Party,

            


    

     

    or
      any
      analogous procedure is taken in any jurisdiction in which a Security Party
      carries on business or to whose courts any part of their assets is
      subject.

     

    
      	 	
              13.1.7

            	
              Creditors'
                process Any
                expropriation, attachment, sequestration, distress or execution affects
                any asset or assets of a Security Party having an aggregate value
                of
                twenty million Dollars ($20,000,000) and is not discharged within
                fourteen
                (14) days and such an event is likely to have a Material Adverse
                Effect.

            



      
        
          
          

        

        
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              13.1.8

            	
              Change
                in ownership or control There
                is any change in the direct ownership or control of any Collateral
                Owner
                from that advised to the Agent by the Borrower at the date of this
                Agreement (save in accordance with the Share Purchase Agreement or
                as is
                otherwise permitted by the terms of this
                Agreement).

            


    

     

    
      	 	
              13.1.9

            	
              Repudiation
                A
                Security Party (except a Finance Party) repudiates any of the Relevant
                Documents to which that Security Party is a
                party.

            


    

     

    
      	 	
              13.1.10

            	
              Impossibility
                or illegality Any
                event occurs which would, or would with the passage of time, render
                performance of any of the Relevant Documents by a Security Party
                to any
                such document impossible, unlawful or unenforceable by a
                Finance Party
                or
                a Security Party unless the Relevant Document(s) are amended or replaced
                to the satisfaction of the Agent within fourteen (14) Business Days
                of the
                Borrower being notified by the Agent of such impossibility or
                unenforceability.

            


    

     

    
      	 	
              13.1.11

            	
              Conditions
                subsequent Any
                of the conditions referred to in Clause 3.4 is
                not satisfied within the time specified in this Agreement or otherwise
                reasonably required by the Agent.

            


    

     

    
      	 	
              13.1.12

            	
              Curtailment
                of business A
                Security Party ceases, or threatens to cease, to carry on all or
                a
                substantial part of its business unless as part of a solvent
                reorganisation which has been approved by the Agent (such approval
                not to
                be unreasonably withheld) or, as a result of intervention by or under
                the
                authority of any government, the business of a Security Party is
                wholly or
                partially curtailed or suspended, or all or a substantial part of
                the
                assets or undertaking of a Security Party is seized, nationalised,
                expropriated or compulsorily acquired and any such event is likely
                to have
                a Material Adverse Effect.

            


    

     

    
      	 	
              13.1.13

            	
              Reduction
                of capital A
                Security Party reduces its issued or subscribed
                capital.

            


    

     

    
      	 	
              13.1.14

            	
              Challenge
                to registration The
                registration of a Vessel or a Mortgage is cancelled or terminated
                without
                the prior written consent of the
                Agent.

            



      
        
          
          

        

        
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              13.1.15

            	
              War
                The
                country of registration of a Vessel becomes involved in war (whether
                or
                not declared) or civil war or is occupied by any other power and
                the Agent
                in its discretion considers that, as a result, the security conferred
                by
                any of the Security Documents is materially
                prejudiced.

            


    

     

    
      	 	
              13.1.16

            	
              Master
                Agreement termination A
                notice is given by a Swap Provider under section 6(a) of a Master
                Agreement, or by any person under section 6(b)(iv) of a Master Agreement,
                in either case designating an Early Termination Date for the purpose
                of a
                Master Agreement, or a Master Agreement is lawfully terminated, cancelled,
                rescinded, revoked or otherwise ceases to remain in full force and
                effect.

            


    

     

    
      	
            	13.1.17	
              Notice
                of termination A
                Collateral Owner gives notice to the Security
                Agent to
                terminate its obligations under a
                Guarantee.

            


    

     

    
      	
            	13.1.18	
              Single
                Hull Loan Agreement
                An
                Event of Default occurs under the Single Hull Loan
                Agreement.

            


    

     

    
      	
            	13.1.19	
              Material
                adverse change
                There occurs a change in the financial condition of the Borrower
                by
                reference to the financial statements referred to in Clause 12.1.1
                and
                such change is likely to have a Material Adverse
                Effect.

            


    

     

    
      	 	
              13.2

            	
              Acceleration
                If
                an Event of Default occurs and is continuing unremedied the Agent
                may by
                notice to the Borrower cancel any part of the Maximum Loan Amount
                not then
                advanced and:

            


    

     

    
      	 	
              13.2.1

            	
              declare
                that the Loan, together with accrued interest, and all other amounts
                accrued or outstanding under the Finance Documents are immediately
                due and
                payable, whereupon they shall become immediately due and payable;
                and/or

            


    

     

    
      	 	
              13.2.2

            	
              declare
                that the Loan is payable on demand, whereupon it shall immediately
                become
                payable on demand by the Agent.

            


    

     

    
      	
              14

            	
              Assignment and Sub-Participation

            


    

     

    
      	 	
              14.1

            	
              Lenders'
                rights A
                Lender
                may assign any of its rights under this Agreement or transfer by
                novation
                any of its rights and obligations under this Agreement to any third
                party,
                to any other branch of that Lender or to any other bank or financial
                institution or to any special purpose vehicle, trust, fund or other
                entity
                which is engaged in or established for the purpose of making, purchasing
                or investing in loans or other financial assets and
                may grant sub-participations in all or any part of its Commitments
                and/or
                its Contribution. Any such assignments, transfer or participation
                may be
                effected without the prior consent of the Borrower provided that
                any such
                assignment, transfer or participation is not illegal for the Borrower
                and
                provided the Borrower suffers no additional cost as a result
                thereof.

            



      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

    

     

    
      	 	 	
              Each
                Lender hereby covenants to provide the Borrower with prior notification
                of
                any proposed assignment and/or transfer or sub-participation under
                this
                Clause 14.

            


    

     

    
      	 	
              14.2

            	
              Borrower's
                co-operation The
                Borrower will co-operate fully with a Lender in connection with any
                assignment, transfer or sub-participation by
                that Lender;
                will execute and procure the execution of such documents as that
                Lender
                may reasonably require in that connection; and irrevocably authorises
                any
                Finance Party to
                disclose to any proposed assignee, transferee or sub-participant
                (whether
                before or after any assignment, transfer or sub-participation and
                whether
                or not any assignment, transfer or sub-participation shall take place)
                all
                information relating to the Security Parties, the Loan, the Relevant
                Documents and the Vessels which any
                Finance Party may
                acting reasonably consider necessary or desirable.
                

            


    

     

    
      	 	
              14.3

            	
              Rights
                of assignee Any
                assignee of a Lender shall (unless limited by the express terms of
                the
                assignment) take the full benefit of every provision of the Finance
                Documents benefitting that Lender PROVIDED
                THAT:

            


    

     

    
      	 	
              14.3.1

            	
              if,
                as a result of circumstances existing at the date of the assignment,
                the
                Borrower would be obliged to make a payment to the assignee under
                Clause
                8.5 or
                Clause 17.3, then the assignee shall only be entitled to receive
                payment
                under that Clause to the same extent as that Lender would have been
                if the
                assignment had not taken place; and

            


    

     

    
      	 	
              14.3.2

            	
              an
                assignment will only be effective on notification by the Agent to
                that
                Lender and the assignee that the Agent is satisfied, where the Agent
                is
                not familiar with the assignee and/or otherwise if the assignee is
                a bank
                from a country that is on the blacklist of the Financial Action Task
                Force
                on Money Laundering ("FATF"),
                it has complied with all necessary "Know your customer" or other
                similar
                checks under all applicable laws and regulations in relation to the
                assignment to the assignee.

            



      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              14.4

            	
              Transfer
                Certificates If
                a Lender wishes to transfer any of its rights and obligations under
                or
                pursuant to this Agreement, it may do so by delivering to the Agent
                a duly
                completed Transfer Certificate, in which event on the Transfer
                Date:

            


    

     

    
      	 	
              14.4.1

            	
              to
                the extent that that Lender seeks to transfer its rights and obligations,
                the Borrower (on the one hand) and that Lender (on the other) shall
                be
                released from all further obligations towards the
                other;

            


    

     

    
      	 	
              14.4.2

            	
              the
                Borrower (on the one hand) and the transferee (on the other) shall
                assume
                obligations towards the other identical to those released pursuant
                to
                Clause 14.4.1 PROVIDED THAT if, as a result of circumstances existing
                at
                the date of the Transfer Certificate, the Borrower would be obliged
                to
                make a payment to the transferee under Clause 8.5 or
                Clause 17.3, then the transferee shall only be entitled to receive
                payment
                under that Clause to the same extent as that Lender would have been
                if the
                transfer had not taken place; and

            


    

     

    
      	 	
              14.4.3

            	
              the
                Agent, each of the Lenders and the transferee shall have the same
                rights
                and obligations between themselves as they would have had if the
                transferee had been an original party to this Agreement as a
                Lender

            


    

     

    PROVIDED
      THAT the
      Agent
      shall only be obliged to execute a Transfer Certificate once:

     

    
      	 	
              (a)

            	
              in
                the case of a transferee with which the Agent is not familiar and/or
                otherwise if the transferee is a bank from a country that is on the
                blacklist of the FATF, 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 the transferee;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                transferee has paid to the Agent for its own account a transfer fee
                of one
                thousand Dollars ($1,000).

            


    

     

    In
      order
      to give effect to each Transfer Certificate the Finance Parties (other than
      the
      transferor Lender and the transferee Lender thereunder) and the Borrower each
      hereby irrevocably and unconditionally authorise the Agent to execute on their
      respective behalves each Transfer Certificate delivered to the Agent pursuant
      to
      this Clause 14.4 without the Agent being under any obligation to take any
      further instructions from or give any prior notice to, any of the Finance
      Parties or the Borrower before doing so and the Agent shall so execute each
      such
      Transfer Certificate on behalf of those other Finance Parties and the Borrower
      immediately on its receipt of the same pursuant to this Clause
      14.4.

     

    
      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

    

     

    The
      Agent
      shall, as soon as reasonably practicable after it has executed a Transfer
      Certificate, send to the Borrower and the other Finance Parties a copy of that
      Transfer Certificate.

     

    
      	 	
              14.5

            	
              Finance
                Documents Unless
                otherwise expressly provided in any Finance Document or otherwise
                expressly agreed between a Lender and any proposed transferee and
                notified
                by that Lender to the Agent on or before the relevant Transfer Date,
                there
                shall automatically be assigned to the transferee with any transfer
                of a
                Lender's rights and obligations under or pursuant to this Agreement
                the
                rights of that Lender under or pursuant to the Finance Documents
                (other
                than this Agreement) which relate to the portion of that Lender's
                rights
                and obligations transferred by the relevant Transfer
                Certificate.

            


    

     

    
      	 	
              14.6

            	
              No
                assignment or transfer by the Borrower
                The Borrower may not assign any of its rights or transfer any of
                its
                rights or obligations under the Finance
                Documents.

            


    

     

    
      	 	
              14.7

            	
              Deed
                of Accession
                A
                transfer of obligations will be effective only if the obligations
                are
                transferred in accordance with the provisions of this Agreement and
                the
                transferee thereof enters into the Coordination Agreement by way
                of Deed
                of Accession (as defined in the Coordination Agreement) in accordance
                with
                the terms thereof.

            


    

     

    
      	 	
              14.8

            	
              Security
                over Lender's rights A
                Lender may without consulting with or obtaining consent from any
                Security
                Party, at any time charge, assign or otherwise create security 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:

            



      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              14.8.1

            	
              any
                charge, assignment or other security to secure obligations to a federal
                reserve or central bank; and

            


    

     

    
      	
            	14.8.2	
              in
                the case of any Lender which is a fund, any charge, assignment or
                other
                security 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 shall:

     

    
      	 	
              (a)

            	
              release
                a Lender from any of its obligations under the Finance Documents
                or
                substitute the beneficiary of the relevant charge, assignment or
                security
                for the Lender as a party to any of the Finance Documents;
                or

            


    

     

    
      	 	
              (b)

            	
              require
                any payments to be made by a 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.

            


    

     

    
      	 	
              14.9

            	
              Disclosure
                of information
                Any Lender may disclose to a prospective assignee, transferee or
                to any
                other person who may propose entering into contractual relations
                with such
                Lender in relation to this Agreement such information about the Borrower
                as such Lender shall consider appropriate if such Lender first procures
                that the relevant prospective assignee or transferee (the “Prospective
                Assignee”)
                shall undertake to the Borrower to keep secret and confidential and
                not,
                without the prior written consent of the Borrower, disclose to any
                third
                party any of the information, reports or documents supplied by such
                Lender
                provided however that the Prospective Assignee and such Lender shall
                be
                entitled to disclose any such information, reports or documents in
                the
                following situations:

            


    

     

    
      	 	
              14.9.1

            	
              in
                relation to any proceedings arising out of this Agreement or the
                other
                Finance Documents to the extent considered necessary by the Prospective
                Assignee or such Lender to protect is interest;
                or

            


    

     

    
      	 	
              14.9.2

            	
              pursuant
                to a court order relating to discovery or otherwise;
                or

            


    

     

    
      	 	
              14.9.3

            	
              pursuant
                to any law or regulation or to any fiscal, monetary, tax, governmental
                or
                other competent authority; or

            



      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              14.9.4

            	
              to
                its auditors, legal or other professional advisers its head office
                or
                Subsidiaries.

            


    

     

    In
      addition, the Prospective Assignee and such Lender shall be entitled to disclose
      or use any such information, reports or documents if the information contained
      therein shall have emanated, in conditions free from confidentiality, bona
      fide
      from some person other than such Lender.

     

    
      	 	
              14.10

            	
              No
                additional costs If
                at the time of, or immediately after, any assignment by any Lender
                of all
                or any part of its rights or benefits under this Agreement or any
                transfer
                by any Lender of any part of the rights, benefits and/or obligations
                under
                this Agreement, or any change in the office through which it lends
                for the
                purposes of this Agreement, the Borrower would be obliged to pay
                to the
                assignee or transferee or (in the case of a change of lending office)
                such
                Lender any sum in excess of the sum (if any) which it would have
                been
                obliged to pay to such Lender under the relevant clause of this Agreement
                in the absence of such assignment, transfer or change, the Borrower
                shall
                not be obliged to pay the excess.

            


    

     

    
      	
              15

            	
              The
                Agent, the Security Agent and the
                Lenders

            


    

     

    
      
        	
              	15.1	
                Appointment

              


      

    

     

    
      	 	
              15.1.1

            	
              Each
                Lender appoints the Agent to act as its agent under and in connection
                with
                the Finance Documents and each Lender and the Agent appoints the
                Security
                Agent to act as its security agent for the purpose of the Security
                Documents.

            


    

     

    
      	 	
              15.1.2

            	
              Each
                Lender authorises the Agent and each Lender and the Agent authorises
                the
                Security Agent to exercise the rights, powers, authorities and discretions
                specifically given to the Agent or the Security Agent (as the case
                may be)
                under or in connection with the Finance Documents together with any
                other
                incidental rights, powers, authorities and
                discretions.

            


    

     

    
      	 	
              15.1.3

            	
              Each
                Swap Provider appoints the Security Agent to act as its security
                agent for
                the purpose of the Security Documents and authorises the Security
                Agent to
                exercise the rights, powers, authorities and discretions specifically
                given to the Security Agent under or in connection with the Security
                Documents together with any other incidental rights, powers, authorities
                and discretions.

            



      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              15.1.4

            	
              Except
                where the context otherwise requires, references in this Clause 15
                to the
                "Agent"
                shall mean the Agent and the Security Agent individually and
                collectively.

            


    

     

    
      	 	
              15.2

            	
              Authority
                Each
                Lender irrevocably authorises the Agent (subject to Clauses
                15.4, 15.18
                and 15.21): 

            


    

     

    
      	 	
              15.2.1

            	
              to
                execute any Finance Document (other than this Agreement and the
                Coordination Agreement) on its
                behalf;

            


    

     

    
      	 	
              15.2.2

            	
              to
                collect, receive, release or pay any money on its
                behalf;

            


    

     

    
      	 	
              15.2.3

            	
              acting
                on the instructions from time to time of the Majority Lenders to
                give or
                withhold any waivers, consents or approvals under or pursuant to
                any
                Finance Document; and

            


    

     

    
      	
            	15.2.4	
              acting
                on the instructions from time to time of the Majority Lenders to
                exercise,
                or refrain from exercising, any rights, powers, authorities or discretions
                under or pursuant to any Finance Document. 

            


    

     

    The
      Agent
      shall have no duties or responsibilities as agent or as security agent other
      than those expressly conferred on it by the Finance Documents and shall not
      be
      obliged to act on any instructions from the Lenders or the Majority Lenders
      if
      to do so would, in the opinion of the Agent, be contrary to any provision of
      the
      Finance Documents or to any law, or would expose the Agent to any actual or
      potential liability to any third party.

     

    
      	 	
              15.3

            	
              Trust
                The
                Security Agent agrees and declares, and each of the other Finance
                Parties
                acknowledges, that, subject to the terms and conditions of this Clause
                15.3, the Security Agent holds the Trust Property on trust for the
                Finance
                Parties absolutely. Each of the other Finance Parties agrees that
                the
                obligations, rights and benefits vested in the Security Agent shall
                be
                performed and exercised in accordance with this Clause 15.3. The
                Security
                Agent shall have the benefit of all of the provisions of this Agreement
                benefiting it in its capacity as security agent for the Finance Parties,
                and all the powers and discretions conferred on trustees by the Trustee
                Act 1925 (to the extent not inconsistent with this Agreement). In
                addition:

            



      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              15.3.1

            	
              the
                Security Agent and any attorney, agent or delegate of the Security
                Agent
                may indemnify itself or himself out of the Trust Property against
                all
                liabilities, costs, fees, damages, charges, losses and expenses sustained
                or incurred by it or him in relation to the taking or holding of
                any of
                the Trust Property or in connection with the exercise or purported
                exercise of the rights, trusts, powers and discretions vested in
                the
                Security Agent or any other such person by or pursuant to the Security
                Documents or in respect of anything else done or omitted to be done
                in any
                way relating to the Security
                Documents;

            


    

     

    
      	 	
              15.3.2

            	
              the
                other Finance Parties acknowledge that the Security Agent shall be
                under
                no obligation to insure any property nor to require any other person
                to
                insure any property and shall not be responsible for any loss which
                may be
                suffered by any person as a result of the lack or insufficiency of
                any
                insurance; and

            


    

     

    
      	 	
              15.3.3

            	
              the
                Finance Parties agree that the perpetuity period applicable to the
                trusts
                declared by this Agreement shall be the period of eighty years from
                the
                date of this Agreement.

            


    

     

    The
      provisions of Part I of the Trustee Act 2000 shall not apply to the Security
      Agent or the Trust Property.

     

    
      	
            	15.4	
              Limitations
                on authority Except
                with the prior written consent of all the Lenders, the Agent shall
                not be
                entitled to:

            


    

     

    
      	 	
              15.4.1

            	
              release
                or vary any security given for the Borrower's obligations under this
                Agreement; nor

            


    

     

    
      	 	
              15.4.2

            	
              waive
                the payment of any sum of money payable by any Security Party under
                the
                Finance Documents; nor

            


    

     

    
      	 	
              15.4.3

            	
              change
                the meaning of the expressions "Majority
                Lenders"
                or "Margin";
                nor

            



      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              15.4.4

            	
              exercise,
                or refrain from exercising, any right, power, authority or discretion,
                or
                give or withhold any consent, the exercise or giving of which is,
                by the
                terms of this Agreement, expressly reserved to the Lenders;
                nor

            


    

     

    
      	 	
              15.4.5

            	
              extend
                the due date for the payment of any sum of money payable by any Security
                Party under any Finance Document;
                nor

            


    

     

    
      	 	
              15.4.6

            	
              take
                or refrain from taking any step if the effect of such action or inaction
                may lead to the increase of the obligations of a Lender under any
                Finance
                Document; nor

            


    

     

    
      	 	
              15.4.7

            	
              agree
                to change the currency in which any sum is payable under any Finance
                Document (other than in accordance with the terms of the relevant
                Finance
                Document); nor

            


    

     

    
      	 	
              15.4.8
                

            	
              agree
                to amend this Clause 15.4.

            


    

     

    
      	 	
              15.5

            	
              Liability
                Neither
                the Agent nor any of its directors, officers, employees or agents
                shall be
                liable to the Lenders for anything done or omitted to be done by
                the Agent
                under or in connection with any of the Relevant Documents unless
                as a
                result of the Agent's gross negligence or wilful
                misconduct.

            


    

     

    
      	 	
              15.6

            	
              Acknowledgement
                Each
                Lender acknowledges that:

            


    

     

    
      	 	
              15.6.1

            	
              it
                has not relied on any representation made by the Agent or any of
                the
                Agent's directors, officers, employees or agents or by any other
                person
                acting or purporting to act on behalf of the Agent to induce it to
                enter
                into any Finance Document; 

            


    

     

    
      	 	
              15.6.2

            	
              it
                has made and will continue to make without reliance on the Agent,
                and
                based on such documents and other evidence as it considers appropriate,
                its own independent investigation of the financial condition and
                affairs
                of the Security Parties in connection with the making and continuation
                of
                the Loan; 

            


    

     

    
      	 	
              15.6.3

            	
              it
                has made its own appraisal of the creditworthiness of the Security
                Parties; and

            



      
        
          
          

        

        
          70

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              15.6.4

            	
              the
                Agent shall not have any duty or responsibility at any time to provide
                it
                with any credit or other information relating to any Security Party
                unless
                that information is received by the Agent pursuant to the express
                terms of
                a Finance Document. 

            


    

     

    Each
      Lender agrees that it will not assert nor seek to assert against any director,
      officer, employee or agent of the Agent or against any other person acting
      or
      purporting to act on behalf of the Agent any claim which it might have against
      them in respect of any of the matters referred to in this Clause
      15.6.

     

    
      	 	
              15.7

            	
              Limitations
                on responsibility The
                Agent shall have no responsibility to any Security Party or to any
                Lender
                on account of:

            


    

     

    
      	 	
              15.7.1

            	
              the
                failure of a Lender or of any Security Party to perform any of its
                obligations under a Finance Document;
                nor

            


    

     

    
      	 	
              15.7.2

            	
              the
                financial condition of any Security Party;
                nor

            


    

     

    
      	 	
              15.7.3

            	
              the
                completeness or accuracy of any statements, representations or warranties
                made in or pursuant to any Finance Document, or in or pursuant to
                any
                document delivered pursuant to or in connection with any Finance
                Document;
                nor

            


    

     

    
      	 	
              15.7.4

            	
              the
                negotiation, execution, effectiveness, genuineness, validity,
                enforceability, admissibility in evidence or sufficiency of any Finance
                Document or of any document executed or delivered pursuant to or
                in
                connection with any Finance
                Document.

            


    

     

    15.8 The
      Agent's rights The
      Agent
      may:

     

    
      	 	
              15.8.1

            	
              assume
                that all representations or warranties made or deemed repeated by
                any
                Security Party in or pursuant to any Finance Document are true and
                complete, unless, in its capacity as the Agent, it has acquired actual
                knowledge to the contrary; 

            


    

     

    
      	 	
              15.8.2

            	
              assume
                that no Default has occurred unless, in its capacity as the Agent,
                it has
                acquired actual knowledge to the contrary;


            


    

     

    
      	 	
              15.8.3

            	
              rely
                on any document or notice reasonably believed by it to be genuine;
                

            



      
        
          
          

        

        
          71

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              15.8.4

            	
              rely
                as to legal or other professional matters on opinions and statements
                of
                any legal or other professional advisers selected or approved by
                it;

            


    

     

    
      	 	
              15.8.5

            	
              rely
                as to any factual matters which might reasonably be expected to be
                within
                the knowledge of any Security Party on a certificate signed by or
                on
                behalf of that Security Party; and

            


    

     

    
      	 	
              15.8.6

            	
              refrain
                from exercising any right, power, discretion or remedy unless and
                until
                instructed to exercise that right, power, discretion or remedy and
                as to
                the manner of its exercise by the Lenders (or, where applicable,
                by the
                Majority Lenders) and unless and until the Agent has received from
                the
                Lenders any payment which the Agent may require on account of, or
                any
                security which the Agent may require for, any costs, claims, expenses
                (including legal and other professional fees) and liabilities which
                it
                considers it may incur or sustain in complying with those
                instructions.

            


    

     

    
      	
            	15.9	
              The
                Agent's duties The
                Agent shall:

            


    

     

    
      	 	
              15.9.1

            	
              if
                requested in writing to do so by a Lender, make enquiry and advise
                the
                Lenders as to the performance or observance of any of the provisions
                of
                any Finance Document by any Security Party or as to the existence
                of an
                Event of Default; and

            


    

     

    
      	 	
              15.9.2

            	
              inform
                the Lenders promptly of any Event of Default of which the Agent has
                actual
                knowledge.

            


    

     

    
      	 	
              15.10

            	
              No
                deemed knowledge The
                Agent shall not be deemed to have actual knowledge of the falsehood
                or
                incompleteness of any representation or warranty made or deemed repeated
                by any Security Party or actual knowledge of the occurrence of any
                Default
                unless a Lender or a Security Party shall have given written notice
                thereof to the Agent in its capacity as the Agent. Any information
                acquired by the Agent other than specifically in its capacity as
                the Agent
                shall not be deemed to be information acquired by the Agent in its
                capacity as the Agent.

            


    

     

    
      	 	
              15.11

            	
              Other
                business The
                Agent may, without any liability to account to the Lenders, generally
                engage in any kind of banking or trust business with a Security Party
                or
                with a Security Party's subsidiaries or associated companies or with
                a
                Lender as if it were not the Agent.

            



      
        
          
          

        

        
          72

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              15.12

            	
              Indemnity
                The
                Lenders shall, promptly on the Agent's request, reimburse the Agent
                in
                their respective Proportionate Shares, for, and keep the Agent fully
                indemnified in respect of all liabilities, damages, costs and claims
                sustained or incurred by the Agent in connection with the Finance
                Documents (other than a Master Agreement), or the performance of
                its
                duties and obligations, or the exercise of its rights, powers, discretions
                or remedies under or pursuant to any Finance Document (other than
                a Master
                Agreement), to the extent not paid by the Security Parties and not
                arising
                from the Agent's gross negligence or wilful
                misconduct.

            


    

     

    
      	 	
              15.13

            	
              Employment
                of agents In
                performing its duties and exercising its rights, powers, discretions
                and
                remedies under or pursuant to the Finance Documents, the Agent shall
                be
                entitled to employ and pay agents to do anything which the Agent
                is
                empowered to do under or pursuant to the Finance Documents (including
                the
                receipt of money and documents and the payment of money) and to act
                or
                refrain from taking action in reliance on the opinion of, or advice
                or
                information obtained from, any lawyer, banker, broker, accountant,
                valuer
                or any other person believed by the Agent in good faith to be competent
                to
                give such opinion, advice or
                information.

            


    

     

    
      	 	
              15.14

            	
              Distribution
                of payments The
                Agent shall, subject to the terms of the Coordination Agreement,
                pay
                promptly to the order of each Lender that Lender's Proportionate
                Share of
                every sum of money received by the Agent pursuant to the Finance
                Documents
                (with the exception of any amounts payable pursuant to Clause 9 and/or
                any
                Fee Letter and any amounts which, by the terms of the Finance Documents,
                are paid to the Agent for the account of the Agent alone or specifically
                for the account of one or more Lenders) and until so paid such amount
                shall be held by the Agent on trust absolutely for that
                Lender.

            


    

     

    
      	 	
              15.15

            	
              Reimbursement
                The
                Agent shall have no liability to pay any sum to a Lender until it
                has
                itself received payment of that sum. If, however, the Agent does
                pay any
                sum to a Lender on account of any amount prospectively due to that
                Lender
                pursuant to Clause 15.14 before
                it has itself received payment of that amount, and the Agent does
                not in
                fact receive payment within five (5) Business Days after the date
                on which
                that payment was required to be made by the terms of the Finance
                Documents, that Lender will, on demand by the Agent, refund to the
                Agent
                an amount equal to the amount received by it, together with an amount
                sufficient to reimburse the Agent for any amount which the Agent
                may
                certify that it has been required to pay by way of interest on money
                borrowed to fund the amount in question during the period beginning
                on the
                date on which that amount was required to be paid by the terms of
                the
                Finance Documents and ending on the date on which the Agent receives
                reimbursement.

            



      
        
          
          

        

        
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              15.16

            	
              Redistribution
                of payments Unless
                otherwise agreed between the Lenders and the Agent, if at any time
                a
                Lender receives or recovers by way of set-off, the exercise of any
                lien or
                otherwise from any Security Party, an amount greater than that Lender's
                Proportionate Share of any sum due from that Security Party to the
                Lenders
                under the Finance Documents (the amount of the excess being referred
                to in
                this Clause 15.16 and in Clause 15.17 as
                the "Excess
                Amount")
                then:

            


    

     

    
      	 	
              15.16.1

            	
              that
                Lender shall promptly notify the Agent (which shall promptly notify
                each
                other Lender);

            


    

     

    
      	 	
              15.16.2

            	
              that
                Lender shall pay to the Agent an amount equal to the Excess Amount
                within
                ten (10) days of its receipt or recovery of the Excess Amount;
                and

            


    

     

    
      	 	
              15.16.3

            	
              the
                Agent shall treat that payment as if it were a payment by the Security
                Party in question on account of the sum due from that Security Party
                to
                the Lenders and shall account to the Lenders in respect of the Excess
                Amount in accordance with the provisions of this Clause
                15.16.

            


    

     

    However,
      if a Lender has commenced any legal proceedings to recover sums owing to it
      under the Finance Documents and, as a result of, or in connection with, those
      proceedings has received an Excess Amount, the Agent shall not distribute any
      of
      that Excess Amount to any other Lender which had been notified of the
      proceedings and had the legal right to, but did not, join those proceedings
      or
      commence and diligently prosecute separate proceedings to enforce its rights
      in
      the same or another court.

     

    
      	 	
              15.17

            	
              Rescission
                of Excess Amount If
                all or any part of any Excess Amount is rescinded or must otherwise
                be
                restored to any Security Party or to any other third party, the Lenders
                which have received any part of that Excess Amount by way of distribution
                from the Agent pursuant to Clause 15.16 shall
                repay to the Agent for the account of the Lender which originally
                received
                or recovered the Excess Amount, the amount which shall be necessary
                to
                ensure that the Lenders share rateably in accordance with their
                Proportionate Shares in the amount of the receipt or payment retained,
                together with interest on that amount at a rate equivalent to that
                (if
                any) paid by the Lender receiving or recovering the Excess Amount
                to the
                person to whom that Lender is liable to make payment in respect of
                such
                amount, and Clause 15.16.3 shall
                apply only to the retained amount.

            



      
        
          
          

        

        
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              15.18

            	
              Instructions
                Where
                the Agent is authorised or directed to act or refrain from acting
                in
                accordance with the instructions of the Lenders or of the Majority
                Lenders
                each of the Lenders shall provide the Agent with instructions within
                three
                (3) Business Days of the Agent's request (which request may be made
                orally
                or in writing). If a Lender does not provide the Agent with instructions
                within that period, that Lender shall be bound by the decision of
                the
                Agent. Nothing in this Clause 15.18 shall limit the right of the
                Agent to
                take, or refrain from taking, any action without obtaining the
                instructions of the Lenders or the Majority Lenders if the Agent
                in its
                discretion considers it necessary or appropriate to take, or refrain
                from
                taking, such action in order to preserve the rights of the Lenders
                under
                or in connection with the Finance Documents. In that event, the Agent
                will
                notify the Lenders of the action taken by it as soon as reasonably
                practicable, and the Lenders agree to ratify any action taken by
                the Agent
                pursuant to this Clause 15.18.

            


    

     

    
      	 	
              15.19

            	
              Payments
                All amounts payable to a Lender under this Clause 15 shall be paid
                to such
                account at such bank as that Lender may from time to time direct
                in
                writing to the Agent.

            


    

     

    
      	 	
              15.20

            	
              "Know
                your customer" checks Each
                Lender shall promptly upon the request of the Agent supply, or procure
                the
                supply of, such documentation and other evidence as is reasonably
                requested by the Agent (for itself) in order for the Agent 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.

            


    

     

    
      	 	
              15.21

            	
              Resignation
                Subject
                to a successor being appointed in accordance with this Clause 15.21,
                the
                Agent may resign as agent and/or security agent at any time without
                assigning any reason by giving to the Borrower and the Lenders notice
                of
                its intention to do so and the Agent shall resign if requested to
                do so by
                notice in writing signed by Lenders constituting Majority Lenders
                and
                copied to the Borrower, in which event the following shall
                apply:

            



      
        
          
          

        

        
          75

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              15.21.1

            	
              the
                Lenders may (if the Agent wishes to resign) and shall (if the Majority
                Lenders have requested the Agent to resign) within thirty (30) days
                after
                the date of the Agent's notice appoint a successor to act as agent
                and/or
                security agent provided that, if they fail to do so, the Agent may
                appoint
                any other bank or financial institution as its
                successor;

            


    

     

    
      	 	
              15.21.2

            	
              the
                resignation of the Agent shall take effect simultaneously with the
                appointment of its successor on written notice of that appointment
                being
                given to the Borrower and the Lenders;


            


    

     

    
      	 	
              15.21.3

            	
              the
                Agent shall thereupon be discharged from all further obligations
                as agent
                and/or security agent but shall remain entitled to the benefit of
                the
                provisions of this Clause 15; and

            


    

     

    
      	 	
              15.21.4

            	
              the
                Agent's successor and each of the other parties to this Agreement
                shall
                have the same rights and obligations amongst themselves as they would
                have
                had if that successor had been a party to this
                Agreement.

            


    

     

    
      	 	
              15.22

            	
              No
                fiduciary relationship Except
                as provided in Clauses 15.3 and
                15.14, the Agent shall not have any fiduciary relationship with or
                be
                deemed to be a trustee of or for any other person and nothing contained
                in
                any Finance Document shall constitute a partnership between any two
                or
                more Lenders or between the Agent and any other
                person.

            


    

     

    
      	
              16

            	
              Set-Off

            


    

     

    
      	 	
              16.1

            	
              Set-off
                At
                any time following the occurrence of an Event of Default which is
                continuing, a Finance Party may
                set off any matured obligation due from the Borrower under any Finance
                Document (to
                the extent beneficially owned by that Finance Party) against
                any matured obligation owed by that
                Finance Party to
                the Borrower, regardless of the place of payment, booking branch
                or
                currency of either obligation. If the obligations are in different
                currencies, that
                Finance Party may
                convert either obligation at a market rate of exchange in its usual
                course
                of business for the purpose of the
                set-off.

            



      
        
          
          

        

        
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              16.2

            	
              Master
                Agreement rights The
                rights conferred on a Swap Provider by this Clause 16 shall be in
                addition
                to, and without prejudice to or limitation of, the rights of netting
                and
                set off conferred on a Swap Provider by a Master
                Agreement.

            


    

     

    
      	
              17

            	
              Payments

            


    

     

    
      	 	
              17.1

            	
              Payments
                Each
                amount payable by the Borrower under a Finance Document (other
                than a Master Agreement) shall
                be paid to such account at such bank as the Agent may from time to
                time
                direct to the Borrower in the Currency of Account and in such funds
                as are
                customary at the time for settlement of transactions in the relevant
                currency in the place of payment. Payment shall be deemed to have
                been
                received by the Agent on the date on which the Agent receives
                authenticated advice of receipt, unless that advice is received by
                the
                Agent on a day other than a Business Day or at a time of day (whether
                on a
                Business Day or not) when the Agent in its discretion considers that
                it is
                impossible or impracticable for the Agent to utilise the amount received
                for value that same day, in which event the payment in question shall
                be
                deemed to have been received by the Agent on the Business Day next
                following the date of receipt of advice by the
                Agent.

            


    

     

    
      	 	
              17.2

            	
              No
                deductions or withholdings Each
                payment (whether of principal or interest or otherwise) to be made
                by the
                Borrower under a Finance Document shall, subject only to Clause 17.3,
                be
                made free and clear of and without deduction for or on account of
                any
                Taxes or other deductions, withholdings, restrictions, conditions
                or
                counterclaims of any nature. 

            


    

     

    
      	 	
              17.3

            	
              Grossing-up
                If
                at any time any law requires (or is interpreted to require) the Borrower
                to make any deduction or withholding from any payment, or to change
                the
                rate or manner in which any required deduction or withholding is
                made, the
                Borrower will promptly notify the Agent and, simultaneously with
                that
                payment, will pay to the Agent whatever additional amount (after
                taking
                into account any additional Taxes on, or deductions or withholdings
                from,
                or restrictions or conditions on, that additional amount) is necessary
                to
                ensure that, after the deduction or withholding, the relevant
                Finance Parties receive a
                net sum equal to the sum which they would have received had no deduction
                or withholding been made. 

            



      
        
          
          

        

        
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              17.4

            	
              Evidence
                of deductions If
                at any time the Borrower is required by law to make any deduction
                or
                withholding from any payment to be made by it under a Finance Document,
                the Borrower will pay the amount required to be deducted or withheld
                to
                the relevant authority within the time allowed under the applicable
                law
                and will, no later than thirty (30) days after making that payment,
                deliver to the Agent an original receipt issued by the relevant authority,
                or other evidence acceptable to the Agent, evidencing the payment
                to that
                authority of all amounts required to be deducted or withheld.
                

            


    

     

    
      	 	
              17.5

            	
              Claw-back
                of Tax benefit If,
                following any such deduction or withholding as is referred to in
                Clause
                17.3 from any payment by the Borrower a Finance Party shall receive
                or be
                granted and shall utilize the benefit of a credit against or remission
                for
                any Taxes payable by it, such Finance Party shall, subject to the
                Borrower
                having made any increased payment in accordance with Clause 17.3
                and the
                extent that such Finance Party can do so without prejudicing the
                retention
                of the amount of such credit or remission and without prejudice to
                the
                right of such Finance Party to obtain any other relief or allowance
                which
                may be available to it, reimburse the Borrowers with such amount
                as such
                Finance Party shall in its absolute discretion certify to be the
                proportion of such credit or remission as will leave such Finance
                Party
                (after such reimbursement) in no worse position than it would have
                been in
                had there been no such deduction or withholding from the payment
                by the
                Borrowers as aforesaid. Such reimbursement shall be made forthwith
                upon
                such Finance Party certifying that the amount of such credit or remission
                has been received by it. Nothing contained in this Agreement shall
                oblige
                any Finance Party to rearrange its tax affairs or to disclose any
                information regarding its tax affairs and computations. Without prejudice
                to the generality of the foregoing, the Borrowers shall not, by virtue
                of
                this Clause 17.4, be entitled to enquire about any Finance Party’s tax
                affairs.

            


    

     

    
      	 	
              17.6

            	
              Adjustment
                of due dates If
                any payment or transfer of funds to be made under a Finance Document,
                other than a payment of interest on the Loan or a payment under a
                Master
                Agreement, shall be due on a day which is not a Business Day, that
                payment
                shall be made on the next succeeding Business Day (unless the next
                succeeding Business Day falls in the next calendar month in which
                event
                the payment shall be made on the next preceding Business Day). Any
                such
                variation of time shall be taken into account in computing any interest
                in
                respect of that payment.

            



      
        
          
          

        

        
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              17.7

            	
              Control
                Account
                The Agent shall open and maintain on its books a control account
                in the
                name of the Borrower showing the advance of the Loan and the computation
                and payment of interest and all other sums due under this Agreement.
                The
                Borrower's obligations to repay the Loan and to pay interest and
                all other
                sums due under this Agreement shall be evidenced by the entries from
                time
                to time made in the control account opened and maintained under this
                Clause 17.7 and those entries will, in the absence of manifest error,
                be
                conclusive and binding.

            


    

     

    
      	
              18

            	
              Notices

            


    

     

    
      	 	
              18.1

            	
              Communications
                in writing Any
                communication to be made under or in connection with this Agreement
                shall
                be made in writing and, unless otherwise stated, may be made by fax
                or
                letter. 

            


    

     

    
      	 	
              18.2

            	
              Addresses
                The
                address and fax number (and the department or officer, if any, for
                whose
                attention the communication is to be made) of each party to this
                Agreement
                for any communication or document to be made or delivered under or
                in
                connection with this Agreement are:

            


    

     

    
      	 	
              18.2.1

            	
              in
                the case of the Borrower, c/o V&P Law Firm, 15, Filikis Eterias Sq.,
                10673 Athens, Greece (fax no: +30 210 720 6900) marked for the attention
                of Marios Pantazopoulos/George P. Sagredos;


            


    

     

    
      	 	
              18.2.2

            	
              in
                the case of each Lender, those appearing opposite its name in Schedule
                1;

            


    

     

    
      	 	
              18.2.3

            	
              in
                the case of the Agent, 77 Robinson Road, #30-02, Singapore 068896
                (fax no:
                +65 6511 0716) marked for the attention of Gautam Khurana;
                and

            


    

     

    
      	 	
              18.2.4

            	
              in
                the case of the Swap Providers:-

            


    

     

    
      	 	
              (a)

            	
              DVB
                Bank AG as swap provider, Friedrich-Ebert-Anlage
                2-14, 60325 Frankfurt/Main, Germany
                (fax no: +49
                699 750 4555)
                marked for the attention of "Treasury
                Department";

            



      
        
          
          

        

        
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              (b)

            	
              Fortis
                Bank S.A./N.V., Singapore Branch as swap provider, 63 Market Street,
                #21-01, Singapore 048942 (fax no: +65 6536 3835) marked for the attention
                of Matthew Forrest/Peh San San; and

            


    

     

    
      	 	
              (c)

            	
              NIBC
                Bank N.V., as swap provider, Carnegieplein 4, 2517 KJ The Hague,
                The
                Netherlands (fax no: +31 70 3425 205) marked for the attention of
                "Head of
                Treasury Department"; and

            


    

     

    
      	 	
              18.2.5

            	
              in
                the case of the Security Agent, 77 Robinson Road, #30-02, Singapore
                068896
                (fax no: +65 6511 0716) marked for the attention of Gautam
                Khurana;

            


    

     

    or
      any
      substitute address, fax number, department or officer as any party may notify
      to
      the Agent (or the Agent may notify to the other parties, if a change is made
      by
      the Agent) by not less than five (5) Business Days' notice.

     

    
      	 	
              18.3

            	
              Delivery
                Any
                communication or document made or delivered by one party to this
                Agreement
                to another under or in connection this Agreement will only be
                effective:

            


    

     

    
      	
            	18.3.1	
              if
                by way of fax, when received in legible form;
                or

            


    

     

    
      	 	
              18.3.2

            	
              if
                by way of letter, when it has been left at the relevant address or
                five
                (5) Business Days after being deposited in the post postage prepaid
                in an
                envelope addressed to it at that address;


            


    

     

    and,
      if a
      particular department or officer is specified as part of its address details
      provided under Clause 18.2, if addressed to that department or
      officer.

     

    Any
      communication or document to be made or delivered to the Agent will be effective
      only when actually received by the Agent.

     

    All
      notices from or to the Borrower shall be sent through the Agent.

     

    
      	 	
              18.4

            	
              Notification
                of address and fax number Promptly
                upon receipt of notification of an address, fax number or change
                of
                address, pursuant to Clause 18.2 or changing its own address or fax
                number, the Agent shall notify the other parties to this
                Agreement.

            



      
        
          
          

        

        
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              18.5

            	
              English
                language Any
                notice given under or in connection with this Agreement must be in
                English. All other documents provided under or in connection with
                this
                Agreement must be:

            


    

     

    
      	 	
              18.5.1

            	
              in
                English; or

            


    

     

    
      	 	
              18.5.2

            	
              if
                not in English, and if so required by the Agent, accompanied by a
                certified English translation and, in this case, the English translation
                will prevail unless the document is a constitutional, statutory or
                other
                official document.

            


    

     

    
      	
              19

            	
              Partial
                Invalidity

            


    

     

    If,
      at
      any time, any provision of a Finance Document is or becomes illegal, invalid
      or
unenforceable in any respect under any law of any jurisdiction, neither the
      legality, validity or enforceability of the remaining provisions nor the
      legality, validity or enforceability of such provision under the law of any
      other jurisdiction will in any way be affected or impaired.

     

    
      	
              20

            	
              Remedies
                and Waivers

            


    

     

    No
      failure to exercise, nor any delay in exercising, on the part of any Finance
      Party, any right or remedy under a Finance Document shall operate as a waiver,
      nor shall any single or partial exercise of any right or remedy prevent any
      further or other exercise or the exercise of any other right or remedy. The
      rights and remedies provided in this Agreement are cumulative and not exclusive
      of any rights or remedies provided by law.

     

    
      	
              21

            	
              Miscellaneous

            


    

     

    
      	 	
              21.1

            	
              No
                oral variations No
                variation or amendment of a Finance Document shall be valid unless
                in
                writing and signed on behalf of all the Finance
                Parties.

            


    

     

    
      	 	
              21.2

            	
              Further
                Assurance If
                any provision of a Finance Document shall be invalid or unenforceable
                in
                whole or in part by reason of any future law or any decision of any
                court,
                or if the Relevant Documents at any time held by or on behalf of
                the
                Finance
                Parties or any of them are
                considered by the Lenders (acting reasonably) for any reason insufficient
                to carry out the terms of this Agreement, then from time to time
                the
                Borrower will promptly, on demand by the Agent, execute or procure
                the
                execution of such further documents as in the opinion of the Lenders
                (acting reasonably) are necessary to provide adequate security for
                the
                repayment of the Indebtedness.

            



      
        
          
          

        

        
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              21.3

            	
              Rescission
                of payments etc. Any
                discharge, release or reassignment by a
                Finance Party of
                any of the security constituted by, or any of the obligations of
                a
                Security Party contained in, a Finance Document shall be (and be
                deemed
                always to have been) void if any act (including, without limitation,
                any
                payment) as a result of which such discharge, release or reassignment
                was
                given or made is subsequently wholly or partially rescinded or avoided
                by
                operation of any law.

            


    

     

    
      	 	
              21.4

            	
              Certificates
                Any
                certificate or statement signed by an authorised signatory of the
                Agent
                purporting to show the amount of the Indebtedness (or any part of
                the
                Indebtedness) or any other amount referred to in any Finance Document
                shall, save for manifest error or on any question of law, be conclusive
                evidence as against the Borrower of that amount.
                

            


    

     

    
      	 	
              21.5

            	
              Counterparts
                This
                Agreement may be executed in any number of counterparts each of which
                shall be original but which shall together constitute the same
                instrument.

            


    

     

    
      	 	
              21.6

            	
              Contracts
                (Rights of Third Parties) Act 1999 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.

            


    

     

    
      	 	
              21.7

            	
              Disclosure
                Subject to Clause 14.9, the Borrower irrevocably authorises the Finance
                Parties to provide, divulge and reveal from time to time information
                and
                details relating to the financial statements and accounts of the
                Borrower,
                the other Security Parties, the Relevant Documents and the Loan to
                any
                governmental or quasi-governmental bodies or authorities, any head
                office,
                branch, affiliate of a Finance Party and any investor or potential
                investor in a securitisation (or similar transaction of broadly equivalent
                economic effect), any party to the Security Documents and any other
                person
                with regards any funding, operational arrangements or other related
                transaction including, without limitation, any enforcement, assignment
                or
                transfer of the rights and obligations of the Finance Parties under
                the
                Security Documents.

            



      
        
          
          

        

        
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            	21.8	
              Publicity The
                Borrower confirms that the Finance Parties may use certain details
                related
                to this transaction limited, unless the Borrower agrees otherwise,
                to the
                identity of the parties to the Agreement, the nature of the facility,
                its
                date and the amount of the Loan, for the purposes of producing and
                distributing a "tombstone" of the transaction and for inclusion in
                such
                deal listings as a Finance Party shall consider
                appropriate.

            


    

     

    
      	
              22

            	
              Law and Jurisdiction

            


    

     

    
      	 	
              22.1

            	
              Governing
                law This
                Agreement shall in all respects be governed by and interpreted in
                accordance with English law.

            


    

     

    
      	 	
              22.2

            	
              Jurisdiction
                For
                the exclusive benefit of the Finance
                Parties,
                the parties to this Agreement irrevocably agree that the courts of
                England
                are to have jurisdiction to settle any disputes which may arise out
                of or
                in connection with this Agreement and that any proceedings may be
                brought
                in those courts.

            


    

     

    
      	 	
              22.3

            	
              Alternative
                jurisdictions Nothing
                contained in this Clause 22 shall limit the right of the Finance
                Parties
                to
                commence any proceedings against the Borrower in any other court
                of
                competent jurisdiction nor shall the commencement of any proceedings
                against the Borrower in one or more jurisdictions preclude the
                commencement of any proceedings in any other jurisdiction, whether
                concurrently or not.

            


    

     

    
      	 	
              22.4

            	
              Waiver
                of objections The Borrower
                irrevocably waives any objection which it may now or in the future
                have to
                the laying of the venue of any proceedings in any court referred
                to in
                this Clause 22, and any claim that those proceedings have been brought
                in
                an inconvenient or inappropriate forum, and irrevocably agrees that
                a
                judgment in any proceedings commenced in any such court shall be
                conclusive and binding on it and may be enforced in the courts of
                any
                other jurisdiction.

            


    

     

    
      	 	
              22.5

            	
              Service
                of process Without
                prejudice to any other mode of service allowed under any relevant
                law:

            


    

     

    
      	 	
              22.5.1

            	
              the
                Borrower irrevocably appoints Jackson Parton of 18 Mansell Street,
                London
                E1 8AA (Attn: John Watling) as its agent for service of process in
                relation to any proceedings before the English courts in connection
                with
                this Agreement; 

            



      
        
          
          

        

        
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              22.5.2

            	
              DVB
                Group Merchant Bank (Asia) Ltd and DVB Group AG (in each capacity
                in which
                they are a party to this Agreement) irrevocably appoint DVB Bank
                AG acting
                through its London branch at 80 Cheapside, London EC2V 6EE, England
                as
                their agent for service of process in relation to any proceedings
                before
                the English courts in connection with this
                Agreement;

            


    

     

    
      	 	
              22.5.3

            	
              Fortis
                Bank S.A./N.V., Singapore branch (in each capacity in which they
                are a
                party to this Deed) irrevocably appoints Fortis Bank S.A./N.V. acting
                through its London branch at 5
                Aldermanbury Square, London EC2V 7HR, England
                as
                its agent for service of process in relation to any proceedings before
                the
                English courts in connection with this
                Agreement;

            


    

     

    
      	 	
              22.5.4

            	
              NIBC
                Bank Ltd and NIBC Bank N.V. (in each capacity in which they are a
                party to
                this Deed) irrevocably appoint NIBC Bank N.V. acting through its
                London
                branch at 7 Bishopsgate, London EC2N 3BX, England as their agent
                for
                service of process in relation to any proceedings before the English
                courts in connection with this Agreement;


            


    

     

    
      	 	
              22.5.5

            	
              Deutsche
                Schiffsbank Aktiengesellschaft irrevocably appoints its London branch
                at
                No.
                1 Poultry, London EC2R 8JR, England
                as
                its agent for service of process in relation to any proceedings before
                the
                English courts in connection with this
                Agreement;

            


    

     

    
      	 	
              22.5.6

            	
              Skandinaviska
                Enskilda Banken AB (publ) irrevocably appoints its London branch
                at 2
                Cannon Street, London EC4M 6XX, England as its agent for service
                of
                process in relation to any proceedings before the English courts
                in
                connection with this Agreement;

            


    

     

    
      	 	
              22.5.7

            	
              Allied
                Irish Banks, p.l.c., Sydney branch irrevocably appoints its London
                branch
                at St.
                Helen's, 1 Undershaft, London EC3A 8AB, England
                as
                its agent for service of process in relation to any proceedings before
                the
                English courts in connection with this
                Agreement;

            


    

     

    
      	 	
              22.5.8

            	
              Bayerische
                Hypo- und Vereinsbank AG, Singapore Branch irrevocably appoints Bayerische
                Hypo- und Vereinsbank AG acting through its London branch at Moor
                House, 120 London Wall, London EC2Y 5ET, England
                as
                its agent for service of process in relation to any proceedings before
                the
                English courts in connection with this
                Agreement;

            


    

     

    
      	 	
              22.5.9

            	
              The
                Governor and Company of the Bank of Ireland irrevocably appoints
                Bank of
                Ireland acting through its office at 36
                Queen Street, London EC4R 1HJ, England
                as
                its agent for service of process in relation to any proceedings before
                the
                English courts in connection with this Agreement;
                and

            


    

     

    
      	 	
              22.5.10

            	
              each
                party hereto agrees that failure by a process agent to notify its
                appointee of the process will not invalidate the proceedings
                concerned.

            



      
        
          
          

        

        
          84

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      1: 

     

    The
      Lenders and the Commitments 

     

    
      	The
              Lenders 	 	The
              Commitments
	
              DVB
                Group Merchant Bank (Asia) Ltd 

              77
                Robinson Road #30-02

              Singapore
                068896

              Fax
                No.: (65) 6511 0716

              Attention:
                Gautam Khurana

            	 	
              Up
                to $7,846,153.85 of the Vessel A Tranche

              Up
                to $10,769,230.77 of the Vessel B Tranche

              Up
                to $8,923,076.92 of the Vessel C Tranche

              Up
                to $11,230,769.23 of the Vessel D Tranche

              Up
                to $11,230,769.23 of the Vessel E Tranche

            
	 	 	 
	
              Fortis
                Bank S.A./N.A. Singapore Branch

              63
                Market Street #21-01

              Singapore
                048942

              Fax
                No.: (65) 6536 3835

              Attention:
                Matthew Forrest/Peh San San Transportation
                Asia

            	 	
              Up
                to $9,415,384.62 of the Vessel A Tranche

              Up
                to $12,923,076.92 of the Vessel B Tranche

              Up
                to $10,707,692.31 of the Vessel C Tranche

              Up
                to $13,476,923.08 of the Vessel D Tranche

              Up
                to $13,476,923.08 of the Vessel E Tranche

            
	 	 	 
	
              NIBC
                Bank Ltd

              1
                Finalyson Green #15-01

              Singapore
                049246

              Fax
                No.: (65) 6538 2510

              Attention:
                Edwin Jaeger/Josephine Phang

            	 	
              Up
                to $7,846,153.85 of the Vessel A Tranche

              Up
                to $10,769,230.77 of the Vessel B Tranche

              Up
                to $8,923,076.92 of the Vessel C Tranche

              Up
                to $11,230,769.23 of the Vessel D Tranche

              Up
                to $11,230,769.23 of the Vessel E Tranche

            
	 	 	 
	
              Deutsche
                Schiffsbank Aktiengesellschaft

              Domshof
                17

              28195
                Bremen

              Germany

              Fax
                No.: (49) 421 3609 329

              Attention:
                Lars Bohlig

            	 	
              Up
                to $6,276,923.08 of the Vessel A Tranche

              Up
                to $8,615,384.62 of the Vessel B Tranche

              Up
                to $7,138,461.54 of the Vessel C Tranche

              Up
                to $8,984,615.38 of the Vessel D Tranche

              Up
                to $8,984,615.38 of the Vessel E
                Tranche

            


    

    

      
        
          
          

        

        
          85

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Skandinaviska
                Enskilda Banken AB (publ)

              50
                Raffles Place #36-01

              Singapore
                Land Tower

              Singapore
                048623

              Fax
                No.: (65) 6536 4013

              Attention:
                Jonathan Pratt

            	 	
              Up
                to $4,707,692.31 of the Vessel A Tranche

              Up
                to $6,461,538.46 of the Vessel B Tranche

              Up
                to $5,353,846.15 of the Vessel C Tranche

              Up
                to $6,738,461.54 of the Vessel D Tranche

              Up
                to $6,738,461.54 of the Vessel E Tranche

            
	 	 	 
	
              Allied
                Irish Banks, p.l.c.

              Level
                28, Governor Philip Tower

              1
                Farrer Place

              Sydney
                NSW 2000

              Australia

              Fax
                No.: (61) 2 9007 4598

              Attention:
                Jonathan Dalton

            	 	
              Up
                to $2,353,846.15 of the Vessel A Tranche

              Up
                to $3,230,769.23 of the Vessel B Tranche

              Up
                to $2,676,923.08 of the Vessel C Tranche

              Up
                to $3,369,230.77 of the Vessel D Tranche

              Up
                to $3,369,230.77 of the Vessel E Tranche

            
	 	 	 
	
              Bayerische
                Hypo- und Vereinsbank AG, 

              Singapore
                Branch

              30
                Cecil Street #25-01

              Prudential
                Tower

              Singapore
                049712

              Fax
                No.: (65) 6413 3763

              Attention:
                Martin Borchert / Jan-Philipp Rohr

              with
                copy, for administrative matters, to

              Fax
                No.: (65) 6413 3714

              Attention:
                Lee Thiam Seng/Cheah Soo Lee

            	 	
              Up
                to $4,707,692.31 of the Vessel A Tranche

              Up
                to $6,461,538.46 of the Vessel B Tranche

              Up
                to $5,353,846.15 of the Vessel C Tranche

              Up
                to $6,738,461.54 of the Vessel D Tranche

              Up
                to $6,738,461.54 of the Vessel E Tranche

            
	 	 	 
	
              The
                Governor and Company of the 

              Bank
                of Ireland

              Lower
                Baggot Street

              Dublin
                2

              Ireland

              Fax
                No.: (35) 31 611 5411

              Attention:
                John O'Dea / Winton Porter

            	 	
              Up
                to $7,846,153.85 of the Vessel A Tranche

              Up
                to $10,769,230.77 of the Vessel B Tranche

              Up
                to $8,923,076.92 of the Vessel C Tranche

              Up
                to $11,230,769.23 of the Vessel D Tranche

              Up
                to $11,230,769.23 of the Vessel E
                Tranche

            


    

    

      
        
          
          

        

        
          86

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      2:

     

    Collateral
      Owners/Vessels

     

    
      	 	
              Collateral
                Owner

            	
              Vessel

            	
              Flag

            
	
              A

            	
              Shinyo
                Loyalty Limited

            	
              "Shinyo
                Splendor"

            	
              Hong
                Kong

            
	
              B

            	
              Shinyo
                Navigator Limited

            	
              "Shinyo
                Navigator"

            	
              Hong
                Kong

            
	
              C

            	
              Shinyo
                Dream Limited

            	
              "C
                Dream"

            	
              Hong
                Kong

            
	
              D

            	
              Shinyo
                Kannika Limited

            	
              "Shinyo
                Kannika"

            	
              Hong
                Kong

            
	
              E

            	
              Shinyo
                Ocean Limited

            	
              "Shinyo
                Ocean"

            	
              Hong
                Kong

            


    

    

      
        
          
          

        

        
          87

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      3:

     

    Charters

     

    
      	 	
              Vessel
                

            	
              Charterer

            	
              Charter
                

            	
              Expiry
                Date

            	
              Net
                Hire 

              (in
                $ per day)

            
	
              A

            	
              "Shinyo
                Splendor"

            	
              Sinochem
                International Oil (London) Co., Ltd.

            	
              Time
                Charter dated 28th
                March 2007 on "Shelltime 4" form with additional clauses together
                with a
                letter of acknowledgement thereto issued by Sinochem International Oil Co.
                

            	
              18.05.2014

            	
              38,018.75

            
	
              B

            	
              "Shinyo
                Navigator"

            	
              Dalian
                Ocean Shipping Co.

            	
              Time
                Charter dated 9th
                September 2006 on "Shelltime 4" form with additional clauses.
                

            	
              18.12.2016

            	
              42,705

            
	
              C

            	
              "C
                Dream"

            	
              The
                Sanko Steamship Co., Ltd. 

            	
              Time
                Charter dated 10th
                December 2003 as amended by an addendum no. 1 and an addendum no.
                2 of the
                same date on "Shelltime 4" form with additional clauses together
                with
                attached forms of letters of indemnity for Owner's P&I Club wordings
                as novated by a novation agreement dated 8 August 2007. 

            	
              13.03.2009

            	
              28,322

            
	
              C

            	
              "C
                Dream"

            	
              SK
                Shipping Company Limited

            	
              Time
                Charter dated 13th
                June 2007 on "Shelltime 4" form with additional clauses. 

            	
              13.03.2019

            	
              29,625

            
	
              D

            	
              "Shinyo
                Kannika"

            	
              Dalian
                Ocean Shipping Co.

            	
              Time
                Charter dated 28th
                August 2006 on "Shelltime 4" form with additional clauses.


            	
              11.04.2017

            	
              38,025

            
	
              E

            	
              "Shinyo
                Ocean"

            	
              Formosa
                Petrochemical Corporation 

            	
              Time
                Charter dated 28th
                December 2006 on "Shelltime 4" form with additional
                clauses.

            	
              10.01.2017

            	
              38,400

            


    

    

      
        
          
          

        

        
          88

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      4:

     

    Existing
      Financing

     

    
      	
              Collateral
                Owner

            	
              Existing
                Financing 

            	
              Existing
                inter-company creditor

            
	
              Shinyo
                Loyalty Limited

            	
              Loan
                Agreement dated May 16, 2007 between Shinyo Loyalty Limited, as borrower,
                and DVB Group Merchant Bank (Asia) Ltd., Credit Suisse and Deutsche
                Schiffsbank Aktiengesellschaft, as lenders and Vanship Holdings Limited
                as
                guarantor for a loan facility of up to U.S.$62,000,000

            	
               

              Vanship
                Holdings Limited

            
	
              Shinyo
                Navigator Limited

            	
              Loan
                Agreement dated December 12, 2006 between Shinyo Navigator Limited,
                as
                borrower, and HSH Nordbank AG, Hong Kong Branch as lenders, HSH Nordbank
                AG, Hamburg/Kiel as swap provider and Vanship Holdings Limited as
                guarantor for a loan facility of up to U.S.$82,875,000

            	
               

              Vanship
                Holdings Limited

            
	
              Shinyo
                Dream Limited

            	
              Loan
                Agreement dated September 5, 2007 between Shinyo Dream Limited, as
                borrower, and DVB Group Merchant Bank (Asia) Ltd., BNP Paribas, Credit
                Suisse and Deutsche Schiffsbank Aktiengesellschaft, as lenders and
                Vanship
                Holdings Limited as guarantor for a loan facility of up to
                U.S.$65,000,000

            	
               

              Vanship
                Holdings Limited

            
	
              Shinyo
                Kannika Limited

            	
              Loan
                Agreement dated January 4, 2007 between Shinyo Kannika Limited, as
                borrower, and DVB Group Merchant Bank (Asia) Ltd., Credit Suisse
                and
                Deutsche Schiffsbank AG as lenders and Vanship Holdings Limited as
                guarantor for a loan facility of up to U.S.$86,800,000

            	
               

              Vanship
                Holdings Limited

            
	
              Shinyo
                Ocean Limited

            	
              Loan
                Agreement dated January 4, 2007 between Shinyo Ocean Limited, as
                borrower,
                and DVB Group Merchant Bank (Asia) Ltd., Credit Suisse and Deutsche
                Schiffsbank AG as lenders and Vanship Holdings Limited as guarantor
                for a
                loan facility of up to U.S.$86,800,000

            	
               

              Shinyo
                Kannika Limited

            


    

     

    
      
        
          
          

        

        
          89

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      5: Conditions Precedent and Subsequent

     

    Part
      I(a): General conditions precedent

     

    
      	
              1

            	
              Security
                Parties

            


    

     

    
      	 	
              (a)

            	
              Constitutional
                Documents
                Copies of the constitutional documents of each Security Party together
                with such other evidence as the Agent may reasonably require that
                each
                Security Party is duly incorporated in its country of incorporation
                and
                remains in existence with power to enter into, and perform its obligations
                under, the Relevant Documents to which it is or is to become a
                party.

            


    

     

    
      	 	
              (b)

            	
              Certificates
                of good standing
                A
                certificate of good standing in respect of each Security Party (if
                such a
                certificate can be obtained).

            


    

     

    
      	 	
              (c)

            	
              Board
                resolutions A
                copy of a resolution of the board of directors of each Security
                Party:

            


    

     

    
      	 	
              (i)

            	
              approving
                the terms of, and the transactions contemplated by, the Finance Documents
                to which it is a party and resolving that it execute those Finance
                Documents; and 

            


    

     

    
      	 	
              (ii)

            	
              authorising
                a specified person or persons to execute those Finance Documents
                (and all
                documents and notices to be signed and/or despatched under those
                documents) on its behalf.

            


    

     

    
      	 	
              (d)

            	
              Copy
                passports A
                copy of the passport of each person authorised by the resolutions
                referred
                to in paragraph (c) above.

            


    

     

    
      	 	
              (e)

            	
              Shareholder
                resolutions A
                copy of a resolution signed by all the holders of the issued shares
                in
                each Security Party, approving the terms of, and the transactions
                contemplated by, the Finance Documents to which that Security Party
                is a
                party.

            


    

     

    
      	 	
              (f)

            	
              Officer's
                certificates A
                certificate of a duly authorised officer of each Security Party certifying
                that each copy document specified in this Part I of Schedule 5 is
                correct,
                complete and in full force and effect and setting out the names of
                the
                directors, officers and shareholders of each Security Party and the
                proportion of shares held by each
                shareholder.

            



      
        
          
          

        

        
          90

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (g)

            	
              Evidence
                of registration Where
                such registration is required or permitted under the laws of the
                relevant
                jurisdiction, evidence that the names of the directors, officers
                and
                shareholders of each Security Party are duly registered in the companies
                registry or other registry in the country of incorporation of that
                Security Party.

            


    

     

    
      	 	
              (h)

            	
              Powers
                of attorney The
                power of attorney of each Security Party notarially attested and
                legalised
                if required by the Agent (acting reasonably) under which any documents
                are
                to be executed or transactions undertaken by that Security
                Party.

            


    

     

    
      	
              2

            	
              Documents

            


    

     

    
      	 	
              (a)

            	
              Relevant
                and other documents Photocopies,
                certified as true, accurate and complete by a director or the secretary
                or
                the legal advisers of the Borrower,
                of:

            


    

     

    
      	 	
              (i)

            	
              the
                Share Purchase Agreement;

            


    

     

    
      	 	
              (ii)

            	
              the
                Charters;

            


    

     

    
      	 	
              (iii)

            	
              the
                Management Agreement; 

            


    

     

    
      	 	
              (iv)

            	
              the
                Single Hull Loan Agreement;

            


    

     

    in
      each
      case together with all addenda, amendments or supplements (if any).


     

    
      	 	
              (b)

            	
              Survey
                report (If
                required by the Lenders) a report by a surveyor instructed by the
                Agent to
                inspect the Vessels confirming that the condition of the Vessels
                is in all
                respects acceptable to the Lenders.

            


    

     

    
      	 	
              (c)

            	
              Mandates
                Such duly signed forms of mandate, and/or other equivalent evidence
                of the
                opening of the Accounts, as the Agent may reasonably
                require.

            


    

     

    
      	 	
              (d)

            	
              No
                disputes The
                written confirmation of the Borrower that there is no dispute under
                any of
                the Relevant Documents as between the parties to any such
                document.

            


    

     

    
      	
              3

            	
              Legal
                opinions

            


    

     

    Legal
      opinions of the legal advisers to the Lenders under English, Hong Kong,
      Singapore and Marshall Islands law, substantially in the form or forms provided
      to the Agent prior to signing this Agreement or confirmation satisfactory to
      the
      Agent that such opinions will be given.

     

    
      
        
          
          

        

        
          91

          
            

          

        

        
          
          

        

      

    

     

    
      	
              4

            	
              Other
                documents and evidence

            


    

     

    
      	 	
              (a)

            	
              Process
                agent Evidence
                that any process agent referred to in Clause 22.5 and any process
                agent appointed under any other Finance Document has accepted its
                appointment.

            


    

     

    
      	 	
              (b)

            	
              Other
                authorisations A
                copy of any other consent, licence, approval or authorisation which
                the
                Agent considers to be necessary in connection with the entry into
                and
                performance of the transactions contemplated by any of the Relevant
                Documents or for the validity and enforceability of any of the Relevant
                Documents.

            


    

     

    
      	 	
              (c)

            	
              Financial
                statements Copies
                of the Original Financial Statements of
                EIAC.

            


    

     

    
      	 	
              (d)

            	
              Fees
                Evidence
                that the fees then due from the Borrower under Clause 9 have been
                paid or
                will be paid by the relevant Drawdown
                Date.

            


    

     

    
      	 	
              (e)

            	
              "Know
                your customer" documents
                Such documentation and other evidence as is reasonably requested
                by the
                Agent in order for the Lenders to comply with all necessary "know
                your
                customer" or similar identification procedures in relation to the
                transactions contemplated in the Finance
                Documents.

            


    

     

    
      	 	
              (f)

            	
              Merger
                Evidence that the Merger has taken place in accordance with the terms
                of
                the Share Purchase Agreement.

            


    

     

    
      	 	
              (g)

            	
              Coordination
                agreement
                The Coordination Agreement.

            


    

     

    
      	 	
              (h)

            	
              Agreed
                Form Certificate
                A
                certificate signed by the Borrower, the Collateral Owners and the
                Agent
                (acting under instructions of all the Finance Parties) attaching
                the forms
                of the Security Documents not entered into at the same time as this
                Agreement.

            


    

    

      
        
          
          

        

        
          92

          
            

          

        

        
          
          

        

      

    

     

    Part
      I(b): Vessel Tranche conditions precedent

     

    
      	
              1

            	
              Security
                and related documents

            


    

     

    
      	 	
              (a)

            	
              Vessel
                documents Photocopies,
                certified as true, accurate and complete by a director or the secretary
                or
                the legal advisers of the Borrower,
                of:

            


    

     

    
      	 	
              (i)

            	
              the
                Technical Management Agreement in respect of the Vessel;
                

            


    

     

    
      	 	
              (ii)

            	
              the
                Vessel's current Certificate of Financial Responsibility issued pursuant
                to the United States Oil Pollution Act
                1990;

            


    

     

    
      	 	
              (iii)

            	
              the
                Vessel's current SMC;

            


    

     

    
      	 	
              (iv)

            	
              the
                ISM Company's current DOC;

            


    

     

    
      	 	
              (v)

            	
              the
                Vessel's current ISSC;

            


    

     

    
      	 	
              (vi)

            	
              the
                Vessel's current IAPPC;

            


    

     

    
      	 	
              (vii)

            	
              the
                Vessel's current Tonnage
                Certificate;

            


    

     

    
      	 	
              (viii)

            	
              the
                Collateral Owner's current Carrier Initiative Agreement with the
                United
                States' Customs Service;

            


    

     

    in
      each
      case together with all addenda, amendments or supplements (if any).


     

    
      	 	
              (b)

            	
              Evidence
                of Collateral Owner's title Certificate
                of ownership and encumbrance (or equivalent) issued by the Registrar
                of
                Ships (or equivalent official) of the Vessel's current flag confirming
                that the Vessel is owned by the Collateral Owner and free of registered
                Encumbrances other than the mortgage(s) registered in respect of
                the
                Existing Indebtedness together with evidence satisfactory to the
                Agent
                that arrangements acceptable to the Agent are agreed in respect of
                the
                discharge of the Existing Security granted by or on behalf of the
                Collateral Owner simultaneously with the advance of the Vessel Tranche
                in
                question.

            


    

     

    
      	 	
              (c)

            	
              Evidence
                of insurance Evidence
                that the Vessel is insured in the manner required by the Security
                Documents and that letters of undertaking will be issued in the manner
                required by the Security Documents, together with the written approval
                of
                the Insurances by an insurance adviser appointed (at the cost of
                the
                Borrower) by the Agent.

            


    

     

    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (d)

            	
              Confirmation
                of class A
                Certificate of Confirmation of Class for hull and machinery confirming
                that the Vessel is classed with the highest class applicable to vessels
                of
                her type with a member of the International Association of Classification
                Societies free of overdue recommendations affecting
                class.

            


    

     

    
      	 	
              (e)

            	
              Valuation
                Valuations of the Vessel addressed to the Agent from two Approved
                Valuation Brokers in order to enable the Agent to assess the Fair
                Market
                Value of the Vessel.

            


    

     

    
      	 	
              (f)

            	
              Security
                Documents The
                Guarantee, the Mortgage, the Assignments, the Assignment of Charter
                and
                the Accounts Charge, together with all other documents required by
                any of
                them, including, without limitation, all notices of assignment and/or
                charge.

            


    

     

    
      	 	
              (g)

            	
              Technical
                Managers' confirmation The
                written confirmation of the Technical Managers that they have respectively
                been appointed as Technical Manager and Technical Sub-Manager pursuant
                to
                the Technical Management Agreements for the Vessel and to which they
                are a
                party and that they will not, without the prior written consent of
                the
                Agent (such consent not to be unreasonably withheld or delayed),
                further
                sub-contract or sub-delegate the technical management of the Vessel
                to any
                third party.

            


    

     

    
      	
              2

            	
              Legal
                opinions

            


    

     

    To
      the
      extent not provided under Part I(a) paragraph 3 of Schedule 1, legal opinions
      of
      the legal advisers to the Lenders under English, Hong Kong, Singapore and
      Marshall Islands law, substantially in the form or forms provided to the Agent
      prior to signing this Agreement or confirmation satisfactory to the Agent that
      such opinions will be given.

     

    
      	
              3

            	
              Other
                documents and evidence

            


    

     

    
      	 	
              (a)

            	
              Drawdown
                Notice A
                duly completed Drawdown Notice.

            


    

     

    
      	 	
              (b)

            	
              Other
                authorisations A
                copy of any other consent, licence, approval or authorisation which
                the
                Agent considers to be necessary in connection with the entry into
                and
                performance of the transactions contemplated by any of the Relevant
                Documents or for the validity and enforceability of any of the Relevant
                Documents.

            


    

     

    
      	 	
              (c)

            	
              Cash
                reserve
                Evidence that the Cash Reserve Amount has been credited to the relevant
                Earnings Account.

            


    

     

    
      	 	
              (d)

            	
              Release
                documentation
                Copies, certified as true, accurate and complete by a director or
                the
                secretary or the legal advisers of the Borrower of the deed of release
                and
                reassignment(s) or equivalent in respect of the Existing Security
                in
                respect of the Vessel.

            


    

    

      
        
          
          

        

        
          94

          
            

          

        

        
          
          

        

      

    

     

    Part
      II: Conditions subsequent

     

    
      	
              1

            	
              Evidence
                of Collateral Owner's title Within
                two (2) Business Days of the relevant Drawdown Date, a certificate
                of
                ownership and encumbrance (or equivalent) issued by the Registrar
                of Ships
                (or equivalent official) of the flag stated in Recital (A) confirming
                that
                (a) the Vessel is registered under that flag in the ownership of
                the
                Collateral Owner, (b) the Mortgage has been registered with first
                priority
                against the Vessel and (c) there are no further Encumbrances registered
                against the Vessel.

            


    

     

    
      	
              2

            	
              Letters
                of undertaking Within
                thirty (30) days of the relevant Drawdown Date, letters of undertaking
                in
                respect of the Insurances as required by the Security Documents together
                with copies of the relevant policies or cover notes or entry certificates
                duly endorsed with the interest of the Finance
                Parties.

            


    

     

    
      	
              3

            	
              Legal
                opinions Such
                of the legal opinions specified in Part I of this Schedule 5 as have
                not
                already been provided to the Agent.

            


    

     

    
      	
              4

            	
              Companies
                Act registrations
                Evidence that the prescribed particulars of any Security Documents
                received by the Agent pursuant to Part I of this Schedule 5 have
                been
                delivered to the Registrar of Companies of Hong Kong within statutory
                time
                limits.

            


    

    

      
        
          
          

        

        
          95

          
            

          

        

        
          
          

        

      

    

     

    
      SCHEDULE
        6: 

       

      Vessel
        A Tranche repayment schedule

       

      
        	
                Repayment
                  instalment

              	
                Amount
                  in $

              
	
                1. 

              	
                $1,000,000
                  

              
	
                2. 

              	
                $1,000,000
                  

              
	
                3. 

              	
                $1,000,000
                  

              
	
                4. 

              	
                $1,000,000
                  

              
	
                5. 

              	
                $1,000,000
                  

              
	
                6. 

              	
                $1,000,000
                  

              
	
                7. 

              	
                $1,000,000
                  

              
	
                8. 

              	
                $1,000,000
                  

              
	
                9. 

              	
                $1,785,000
                  

              
	
                10. 

              	
                $1,785,000
                  

              
	
                11. 

              	
                $1,785,000
                  

              
	
                12. 

              	
                $1,785,000
                  

              
	
                13. 

              	
                $1,885,000
                  

              
	
                14. 

              	
                $1,885,000
                  

              
	
                15. 

              	
                $1,885,000
                  

              
	
                16. 

              	
                $1,885,000
                  

              
	
                17. 

              	
                $1,985,000
                  

              
	
                18. 

              	
                $1,985,000
                  

              
	
                19. 

              	
                $1,985,000
                  

              
	
                20. 

              	
                $1,985,000
                  

              
	
                21. 

              	
                $2,110,000
                  

              
	
                22. 

              	
                $2,110,000
                  

              
	
                23. 

              	
                $2,110,000
                  

              
	
                24. 

              	
                $2,110,000
                  

              
	
                25. 

              	
                $2,110,000
                  

              
	
                26. 

              	
                $2,110,000
                  

              
	
                27. 

              	
                $2,110,000
                  

              
	
                28. 

              	
                $2,110,000
                  

              
	
                29. 

              	
                $3,500,000
                  

              


      

       

    

    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    

     

    
      Vessel
        B Tranche repayment schedule

       

      
        	
                Repayment
                  instalment

              	
                Amount
                  in $

              
	
                1. 

              	
                $1,000,000
                  

              
	
                2. 

              	
                $1,000,000
                  

              
	
                3. 

              	
                $1,000,000
                  

              
	
                4. 

              	
                $1,000,000
                  

              
	
                5. 

              	
                $1,000,000
                  

              
	
                6. 

              	
                $1,000,000
                  

              
	
                7. 

              	
                $1,000,000
                  

              
	
                8. 

              	
                $1,000,000
                  

              
	
                9. 

              	
                $1,860,000
                  

              
	
                10. 

              	
                $1,860,000
                  

              
	
                11. 

              	
                $1,860,000
                  

              
	
                12. 

              	
                $1,860,000
                  

              
	
                13. 

              	
                $2,010,000
                  

              
	
                14. 

              	
                $2,010,000
                  

              
	
                15. 

              	
                $2,010,000
                  

              
	
                16. 

              	
                $2,010,000
                  

              
	
                17. 

              	
                $2,135,000
                  

              
	
                18. 

              	
                $2,135,000
                  

              
	
                19. 

              	
                $2,135,000
                  

              
	
                20. 

              	
                $2,135,000
                  

              
	
                21. 

              	
                $2,260,000
                  

              
	
                22. 

              	
                $2,260,000
                  

              
	
                23. 

              	
                $2,260,000
                  

              
	
                24. 

              	
                $2,260,000
                  

              
	
                25. 

              	
                $2,360,000
                  

              
	
                26. 

              	
                $2,360,000
                  

              
	
                27. 

              	
                $2,360,000
                  

              
	
                28. 

              	
                $2,360,000
                  

              
	
                29. 

              	
                $2,510,000
                  

              
	
                30. 

              	
                $2,510,000
                  

              
	
                31. 

              	
                $2,510,000
                  

              
	
                32. 

              	
                $2,510,000
                  

              
	
                33. 

              	
                $2,660,000
                  

              
	
                34. 

              	
                $2,660,000
                  

              
	
                35. 

              	
                $2,660,000
                  

              
	
                36. 

              	
                $1,480,000
                  

              


      

    

    

      
        
          
          

        

        
          97

          
            

          

        

        
          
          

        

      


      Vessel
        C Tranche repayment schedule

       

      
        	
                Repayment
                  instalment

              	
                Amount
                  in $

              
	
                1. 

              	
                $650,000
                  

              
	
                2. 

              	
                $650,000
                  

              
	
                3. 

              	
                $650,000
                  

              
	
                4. 

              	
                $650,000
                  

              
	
                5. 

              	
                $1,000,000
                  

              
	
                6. 

              	
                $1,000,000
                  

              
	
                7. 

              	
                $1,000,000
                  

              
	
                8. 

              	
                $1,000,000
                  

              
	
                9. 

              	
                $1,060,000
                  

              
	
                10. 

              	
                $1,060,000
                  

              
	
                11. 

              	
                $1,060,000
                  

              
	
                12. 

              	
                $1,060,000
                  

              
	
                13. 

              	
                $1,260,000
                  

              
	
                14. 

              	
                $1,260,000
                  

              
	
                15. 

              	
                $1,260,000
                  

              
	
                16. 

              	
                $1,260,000
                  

              
	
                17. 

              	
                $1,360,000
                  

              
	
                18. 

              	
                $1,360,000
                  

              
	
                19. 

              	
                $1,360,000
                  

              
	
                20. 

              	
                $1,360,000
                  

              
	
                21. 

              	
                $1,360,000
                  

              
	
                22. 

              	
                $1,360,000
                  

              
	
                23. 

              	
                $1,360,000
                  

              
	
                24. 

              	
                $1,360,000
                  

              
	
                25. 

              	
                $1,460,000
                  

              
	
                26. 

              	
                $1,460,000
                  

              
	
                27. 

              	
                $1,460,000
                  

              
	
                28. 

              	
                $1,460,000
                  

              
	
                29. 

              	
                $1,460,000
                  

              
	
                30. 

              	
                $1,460,000
                  

              
	
                31. 

              	
                $1,460,000
                  

              
	
                32. 

              	
                $1,460,000
                  

              
	
                33. 

              	
                $1,460,000
                  

              
	
                34. 

              	
                $1,460,000
                  

              
	
                35. 

              	
                $1,460,000
                  

              
	
                36. 

              	
                $15,180,000
                  

              


      

    

     

    
      
        
          
          

        

        
          98

          
            

          

        

        
          
          

        

      

    

     

    
      Vessel
        D Tranche repayment schedule

       

      
        	
                Repayment
                  instalment

              	
                Amount
                  in $

              
	
                1. 

              	
                $1,000,000
                  

              
	
                2. 

              	
                $1,000,000
                  

              
	
                3. 

              	
                $1,000,000
                  

              
	
                4. 

              	
                $1,000,000
                  

              
	
                5. 

              	
                $1,500,000
                  

              
	
                6. 

              	
                $1,500,000
                  

              
	
                7. 

              	
                $1,500,000
                  

              
	
                8. 

              	
                $1,500,000
                  

              
	
                9. 

              	
                $1,460,000
                  

              
	
                10. 

              	
                $1,460,000
                  

              
	
                11. 

              	
                $1,460,000
                  

              
	
                12. 

              	
                $1,460,000
                  

              
	
                13. 

              	
                $1,610,000
                  

              
	
                14. 

              	
                $1,610,000
                  

              
	
                15. 

              	
                $1,610,000
                  

              
	
                16. 

              	
                $1,610,000
                  

              
	
                17. 

              	
                $1,610,000
                  

              
	
                18. 

              	
                $1,610,000
                  

              
	
                19. 

              	
                $1,610,000
                  

              
	
                20. 

              	
                $1,610,000
                  

              
	
                21. 

              	
                $1,760,000
                  

              
	
                22. 

              	
                $1,760,000
                  

              
	
                23. 

              	
                $1,760,000
                  

              
	
                24. 

              	
                $1,760,000
                  

              
	
                25. 

              	
                $1,860,000
                  

              
	
                26. 

              	
                $1,860,000
                  

              
	
                27. 

              	
                $1,860,000
                  

              
	
                28. 

              	
                $1,860,000
                  

              
	
                29. 

              	
                $1,960,000
                  

              
	
                30. 

              	
                $1,960,000
                  

              
	
                31. 

              	
                $1,960,000
                  

              
	
                32. 

              	
                $1,960,000
                  

              
	
                33. 

              	
                $2,060,000
                  

              
	
                34. 

              	
                $2,060,000
                  

              
	
                35. 

              	
                $2,060,000
                  

              
	
                36. 

              	
                $15,780,000
                  

              


      

    

     

    
      
        
          
          

        

        
          99

          
            

          

        

        
          
          

        

      

    

     

    
      Vessel
        E Tranche repayment schedule

       

      
        	
                Repayment
                  instalment

              	
                Amount
                  in $

              
	
                1. 

              	
                $1,000,000
                  

              
	
                2. 

              	
                $1,000,000
                  

              
	
                3. 

              	
                $1,000,000
                  

              
	
                4. 

              	
                $1,000,000
                  

              
	
                5. 

              	
                $1,500,000
                  

              
	
                6. 

              	
                $1,500,000
                  

              
	
                7. 

              	
                $1,500,000
                  

              
	
                8. 

              	
                $1,500,000
                  

              
	
                9. 

              	
                $1,460,000
                  

              
	
                10. 

              	
                $1,460,000
                  

              
	
                11. 

              	
                $1,460,000
                  

              
	
                12. 

              	
                $1,460,000
                  

              
	
                13. 

              	
                $1,610,000
                  

              
	
                14. 

              	
                $1,610,000
                  

              
	
                15. 

              	
                $1,610,000
                  

              
	
                16. 

              	
                $1,610,000
                  

              
	
                17. 

              	
                $1,610,000
                  

              
	
                18. 

              	
                $1,610,000
                  

              
	
                19. 

              	
                $1,610,000
                  

              
	
                20. 

              	
                $1,610,000
                  

              
	
                21. 

              	
                $1,760,000
                  

              
	
                22. 

              	
                $1,760,000
                  

              
	
                23. 

              	
                $1,760,000
                  

              
	
                24. 

              	
                $1,760,000
                  

              
	
                25. 

              	
                $1,860,000
                  

              
	
                26. 

              	
                $1,860,000
                  

              
	
                27. 

              	
                $1,860,000
                  

              
	
                28. 

              	
                $1,860,000
                  

              
	
                29. 

              	
                $1,960,000
                  

              
	
                30. 

              	
                $1,960,000
                  

              
	
                31. 

              	
                $1,960,000
                  

              
	
                32. 

              	
                $1,960,000
                  

              
	
                33. 

              	
                $2,060,000
                  

              
	
                34. 

              	
                $2,060,000
                  

              
	
                35. 

              	
                $2,060,000
                  

              
	
                36. 

              	
                $15,780,000
                  

              


      

    

    

      
        
          
          

        

        
          100

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      7: Form of Drawdown Notice

     

    
      	
              To:

            	
              DVB
                Group Merchant Bank (Asia)
                Ltd

            


    

    
      	 	
              77
                Robinson Road

            


    

    #30-02

    Singapore
      068896

    


    From: Energy
      Infrastructure Merger Corporation

    [Date]

    Dear
      Sirs

     

    Drawdown
      Notice

     

    We
      refer
      to the Loan Agreement
      dated                                  
2008 made between, amongst others, ourselves and yourselves (the "Agreement").

     

    Words
      and
      phrases defined in the Agreement have the same meaning when used in this
      Drawdown Notice. 

     

    Pursuant
      to Clause 4.2 of the Agreement, we irrevocably request that you advance the
      Vessel [A/B/C/D/E] Tranche in the sum of [     
                
] [and
      [                         
] respectively] to us on    
               
200 , which is a Business Day, by paying the amount of the Drawing to
      [                       
] in respect of the Vessel named
      [                           
]  [and [         ] in respect of
      the Vessel named [         
]].

     

    We
      warrant that the representations and warranties contained in Clause 11.1 of
      the
      Agreement are true and correct at the date of this Drawdown Notice and will
      be
      true and correct on
                  
 2008, that no Default has occurred and is continuing, and that no Default
      will result from the advance of the Drawing requested in this Drawdown
      Notice.

     

    We
      select
      the period of [       ] months as the first
      Interest Period.

     

    Yours
      faithfully

    


    ___________________

    For
      and
      on behalf of

    Energy
      Infrastructure Merger Corporation


    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    


    SCHEDULE
      8: Form of Transfer Certificate 

     

    
      	
              To:
                

            	
              DVB
                Group Merchant Bank (Asia)
                Ltd

            


    

    
      	 	
              77
                Robinson Road

            


    

    #30-02

    Singapore
      068896

    TRANSFER
      CERTIFICATE

     

    This
      transfer certificate relates to a secured loan facility agreement (as from
      time
      to time amended, varied, supplemented or novated the "Loan
      Agreement")
      dated                        
2008, on the terms and subject to the conditions of which a secured loan
      facility of up to $325,000,000 was made available to Energy
      Infrastructure Merger Corporation (t.b.n. Van Asia Tankers
      Corporation),
      by a
      syndicate of banks on whose behalf you act as agent and security
      agent.

     

    
      	
              1

            	
              Terms
                defined in the Loan Agreement shall, unless otherwise expressly indicated,
                have the same meaning when used in this certificate. The terms
                "Transferor"
                and "Transferee"
                are defined in the schedule to this
                certificate.

            


    

     

    
      	
              2

            	
              The
                Transferor:

            


    

     

    
      	 	
              2.1

            	
              confirms
                that the details in the Schedule under the heading "Transferor's
                Commitments and/or Contribution"
                accurately summarise its Commitments/Contribution; and
                

            


    

     

    
      	 	
              2.2

            	
              requests
                the Transferee to accept by way of novation the transfer to the Transferee
                of the amount of the Transferor’s Commitments/Contribution specified in
                the Schedule by counter-signing and delivering this certificate to
                the
                Agent at its address for communications specified in the Loan
                Agreement.

            


    

     

    
      	
              3

            	
              The
                Transferee requests the Agent to accept this certificate as being
                delivered to the Agent pursuant to and for the purposes of clause
                14.4 of
                the Loan Agreement so as to take effect in accordance with the terms
                of
                that clause on the Transfer Date specified in the
                Schedule.

            


    

     

    
      	
              4

            	
              The
                Agent confirms its acceptance of this certificate for the purposes
                of
                clause 14.4 of the Loan Agreement.

            



      
        
          
          

        

        
          102

          
            

          

        

        
          
          

        

      

    

     

    
      	
              5

            	
              The
                Transferee confirms that:

            


    

     

    
      	 	
              5.1

            	
              it
                has received a copy of the Loan Agreement together with all other
                information which it has required in connection with this transaction;
                

            


    

     

    
      	 	
              5.2

            	
              it
                has not relied and will not in the future rely on the Transferor
                or any
                other party to the Loan Agreement to check or enquire on its behalf
                into
                the legality, validity, effectiveness, adequacy, accuracy or completeness
                of any such information; and

            


    

     

    
      	 	
              5.3

            	
              it
                has not relied and will not in the future rely on the Transferor
                or any
                other party to the Loan Agreement to keep under review on its behalf
                the
                financial condition, creditworthiness, condition, affairs, status
                or
                nature of any Security Party.

            


    

     

    
      	
              6

            	
              Execution
                of this certificate by the Transferee constitutes its representation
                and
                warranty to the Transferor and to all other parties to the Loan Agreement
                that it has the power to become a party to the Loan Agreement as
                a Lender
                on the terms of the Loan Agreement and has taken all steps to authorise
                execution and delivery of this certificate.


            


    

     

    
      	
              7

            	
              The
                Transferee undertakes with the Transferor and each of the other parties
                to
                the Loan Agreement that it will perform in accordance with their
                terms all
                those obligations which by the terms of the Loan Agreement will be
                assumed
                by it after delivery of this certificate to the Agent and the satisfaction
                of any conditions subject to which this certificate is expressed
                to take
                effect.

            


    

     

    
      	
              8

            	
              The
                Transferor makes no representation or warranty and assumes no
                responsibility with respect to the legality, validity, effectiveness,
                adequacy or enforceability of any Finance Document or any document
                relating to any Finance Document, and assumes no responsibility for
                the
                financial condition of any Finance Party or for the performance and
                observance by any Security Party of any of its obligations under
                any
                Finance Document or any document relating to any Finance Document
                and any
                conditions and warranties implied by law are expressly
                excluded.

            


    

     

    
      	
              9

            	
              The
                Transferee acknowledges that nothing in this certificate or in the
                Loan
                Agreement shall oblige the Transferor to:


            


    

     

    
      	 	
              9.1

            	
              accept
                a re-transfer from the Transferee of the whole or any part of the
                rights,
                benefits and/or obligations transferred pursuant to this certificate;
                or
                

            



      
        
          
          

        

        
          103

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              9.2

            	
              support
                any losses directly or indirectly sustained or incurred by the Transferee
                for any reason including, without limitation, the non-performance
                by any
                party to any Finance Document of any obligations under any Finance
                Document.

            


    

     

    
      	
              10

            	
              The
                address and fax number of the Transferee for the purposes of clause
                18 of
                the Loan Agreement are set out in the
                Schedule.

            


    

     

    
      	
              10

            	
              This
                certificate may be executed in any number of counterparts each of
                which
                shall be original but which shall together constitute the same
                instrument.

            


    

     

    
      	
              11

            	
              This
                certificate shall be governed by and interpreted in accordance with
                English law.

            


    

     

    THE SCHEDULE

     

    
      	
              1

            	
              TrTransferor:

            


    

     

    
      	
              2

            	
              Transferee:

            


    

     

    
      	
              3

            	
              Transfer
                Date
                (not earlier that the fifth Business Day after the date of delivery
                of the
                Transfer Certificate to the Agent):

            


    

     

    
      	
              4

            	
              Transferor’s
                Commitments and/or Contribution:

            


    

     

    
      	
              Current
                Commitment

            	 	
              $[      
                ] Vessel A Tranche

            
	 	 	 
	 	 	
              $[      
                ] Vessel B Tranche

            
	 	 	 
	 	 	
              $[      
                ] Vessel C Tranche

            
	 	 	 
	 	 	
              $[      
                ] Vessel D Tranche

            
	 	 	 
	 	 	
              $[      
                ] Vessel E Tranche

            
	 	 	 
	
              Current
                Contribution

            	 	
              $[      
                ] Vessel A Tranche

            
	 	 	 
	 	 	
              $[     
                 ] Vessel B Tranche

            
	 	 	 
	 	 	
              $[      
                ] Vessel C Tranche

            
	 	 	 
	 	 	
              $[      
                ] Vessel D Tranche

            
	 	 	 
	 	 	
              $[      
                ] Vessel E Tranche

            


    


    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

     

    
      	
              5

            	
              Amount
                transferred:

            


    

     

    
      	
              6

            	
              Transferee’s
                address and fax number for the purposes of clause 18 of the Loan
                Agreement:

            


    

     

    
      	
              [name
                of Transferor]

            	 	
              [name
                of Transferee]

            
	 	 	 
	
              By:

            	 	
              By:

            
	 	 	 
	
              Date:

            	 	
              Date:

            


    

    


    DVB
      Group Merchant Bank (Asia) Ltd
      as
      Agent

    for
      and
      on behalf of itself, the Borrower and the other Finance Parties

    


    By:
      

    


    Date:
      

    

      
        
          
          

        

        
          105

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      9: Form of Compliance Certificate

     

    
      	
              To:

            	
              DVB
                Group Merchant Bank (Asia)
                Ltd

            


    

    
      	 	
              77
                Robinson Road

            


    

    #30-02

    Singapore
      068896

    


    From: Energy
      Infrastructure Merger Corporation

    


    Dated: 

    


    Dear
      Sirs

    Energy
      Infrastructure Merger Corporation - US$325,000,000 Secured Loan Agreement dated
      [ ] 2008 (the "Agreement")

     

    We
      refer
      to the Agreement. This is a Compliance Certificate. Terms defined in the
      Agreement have the same meaning when used in this Compliance Certificate unless
      given a different meaning in this Compliance Certificate.

     

    We
      confirm that: 

    


    
      	1.	
              Our
                minimum available cash amounts to $[ 
 ].

            


    

    


    
      	2.	
              Our
                Value Adjusted Net Worth is $[  ].

            


    

    


    
      	3.	
              Our
                Value Adjusted Leverage is $[  ]%.

            


    

    


    
      	4.	
              Our
                Interest Coverage ratio is [  ]:1.

            


    

    


    [We
      confirm that no Default has occurred that is continuing.]*

    


    
      	
              Signed:

            	
              _________

            	
              _________

            
	 	
              Director

            	
              Director

            
	 	
              of

            	
              of

            
	 	
              Energy
                Infrastructure Merger Corporation

            	
              Energy
                Infrastructure Merger
                Corporation

            


    

     

    
      
        

      

    

    

      
        	*	
                If
                  this statement cannot be made, the certificate should identify
                  any Default
                  that is continuing and the steps, if any, being taken to remedy
                  it.

              


      

    

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    


    IN
      WITNESS
      of which
      the parties to this Agreement have executed this Agreement the day and year
      first before written.

    


    
      	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              ENERGY
                INFRASTRUCTURE MERGER CORPORATION

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            


    

     

    
      	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              DVB
                GROUP MERCHANT BANK 

            	 	
              )

            
	
              (ASIA)
                LTD (as
                a Mandated Lead Arranger)

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            
	 	 	 
	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              FORTIS
                BANK S.A./N.V.,

            	 	
              )

            
	
              Singapore
                Branch
                (as a Mandated Lead Arranger)

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            
	 	 	 
	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              NIBC
                BANK LTD
                (as a Mandated Lead Arranger)

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            


    

    

      
        
          
          

        

        
          107

          
            

          

        

        
          
          

        

      

    

     

    
      	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              DVB
                GROUP MERCHANT BANK

            	 	
              )

            
	
              (ASIA)
                LTD
                (as a Lender)

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            
	 	 	 
	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              FORTIS
                BANK S.A./N.V.,

            	 	
              )

            
	
              Singapore
                Branch
                (as a Lender)

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            
	 	 	 
	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              NIBC
                BANK LTD
                (as a Lender)

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            
	 	 	 
	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              DEUTSCHE
                SCHIFFSBANK 

            	 	
              )

            
	
              AKTIENGESELLSCHAFT
                (as a Lender)

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            


    

    

      
        
          
          

        

        
          108

          
            

          

        

        
          
          

        

      

    

     

    
      	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              SKANDINAVISKA
                ENSKILDA 

            	 	
              )

            
	
              BANKEN
                AB (publ)
                (as a Lender)

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            
	 	 	 
	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              ALLIED
                IRISH BANKS, p.l.c.
                (as a Lender)

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            
	 	 	 
	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              BAYERISCHE
                HYPO- UND VEREINSBANK 

            	
               

            	)
	
              AG,
                SINGAPORE BRANCH
                (as a Lender)

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            
	 	 	 
	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              THE
                GOVERNOR AND COMPANY OF THE

            	 	
              )

            
	
              BANK
                OF IRELAND
                (as a Lender)

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            


    

     

    
      	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              DVB
                GROUP MERCHANT BANK

            	 	
              )

            
	
              (ASIA)
                LTD
                (as the Agent)

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            


    

     

    
      
        
          
          

        

        
          109

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                SIGNED
                  by
                  

              	 	
                )

              
	
                as
                  duly authorised 

              	 	
                )

              
	
                for
                  and on behalf of

              	 	
                )

              
	
                DVB
                  BANK AG (as
                  a Swap Provider)

              	 	
                )

              
	
                in
                  the presence of:

              	 	
                )

              


      

       

    

    
      	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              FORTIS
                BANK S.A./N.V.

            	 	
              )

            
	
              (as
                a Swap Provider)

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            
	 	 	 
	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              NIBC
                BANK N.V.
                (as a Swap Provider)

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            
	 	 	 
	
              SIGNED
                by
                

            	 	
              )

            
	
              as
                duly authorised 

            	 	
              )

            
	
              for
                and on behalf of

            	 	
              )

            
	
              DVB
                GROUP MERCHANT BANK

            	 	
              )

            
	
              (ASIA)
                LTD (as
                the Security Agent)

            	 	
              )

            
	
              in
                the presence of:

            	 	
              )

            


    

    


    
      
        
        

      

      
        110