Execution
        Copy

      


      


      DATED                                                                               
         2008

      


      


      ENERGY
        INFRASTRUCTURE MERGER CORPORATION

      (as
        Borrower)

      


      -
        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

      (as
        Swap Provider)

      -
        and -

      


      DVB
        GROUP MERCHANT BANK (ASIA) LTD

      (as
        Security Agent)

      ___________________________________

      


      US$90,000,000
        SECURED

      LOAN
        AGREEMENT

      in
        respect of certain single-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

                  	
                    1

                  
	 	 	 
	
                    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

                  	
                    43

                  
	 	 	 
	
                    12

                  	
                    Undertakings
                      and Covenants

                  	
                    46

                  
	 	 	
                     

                  
	
                    13

                  	
                    Events
                      of Default

                  	
                    59

                  
	 	 	
                     

                  
	
                    14

                  	
                    Assignment and Sub-Participation

                  	
                    64

                  
	 	 	
                     

                  
	
                    15

                  	
                    The
                      Agent, the Security Agent and the Lenders

                  	
                    68

                  
	 	 	 
	
                    16

                  	
                    Set-Off

                  	
                    78

                  
	 	 	
                     

                  
	
                    17

                  	
                    Payments

                  	
                    78

                  
	 	 	
                     

                  
	
                    18

                  	
                    Notices

                  	
                    80

                  
	 	 	
                     

                  
	
                    19

                  	
                    Partial
                      Invalidity

                  	
                    82

                  
	 	 	
                     

                  
	
                    20

                  	
                    Remedies
                      and Waivers

                  	
                    82

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	
                    21

                  	
                    Miscellaneous

                  	
                    82

                  
	 	 	
                     

                  
	
                    22

                  	
                    Law and Jurisdiction

                  	
                    84

                  
	 	 	 
	
                    SCHEDULE
                      1: The Lenders and the Commitments

                  	
                    86

                  
	 	 	 
	
                    SCHEDULE
                      2: Collateral Owners/Vessels

                  	
                    87

                  
	 	 	 
	
                    SCHEDULE
                      3: Charters

                  	
                    88

                  
	 	 	 
	
                    SCHEDULE
                      4: Existing Financing

                  	
                    89

                  
	 	 	 
	
                    SCHEDULE
                      5: Conditions Precedent and Subsequent

                  	
                    90

                  
	
                  	
                    Part
                      I(a): General conditions precedent

                  	
                    90

                  
	
                  	
                    Part
                      I(b): Vessel Tranche conditions precedent

                  	
                    93

                  
	
                  	
                    Part
                      II: Conditions subsequent

                  	
                    95

                  
	 	 	 
	
                    SCHEDULE
                      6:

                  	
                    96

                  
	 	 	 
	
                    Vessel
                      A Tranche repayment schedule

                  	
                    96

                  
	 	 	 
	
                    Vessel
                      B Tranche repayment schedule

                  	
                    97

                  
	 	 	 
	
                    Vessel
                      C Tranche repayment schedule

                  	
                    98

                  
	 	 	 
	
                    Vessel
                      D Tranche repayment schedule

                  	
                    99

                  
	 	 	 
	
                    SCHEDULE
                      7: Form of Drawdown Notice

                  	
                    100

                  
	 	 	 
	
                    SCHEDULE
                      8: Form of Transfer Certificate

                  	
                    101

                  
	 	 	 
	
                    SCHEDULE
                      9: Form of Compliance Certificate

                  	
                    105

                  


          

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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)

              	
                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");

              


      

       

      
        	
                (3)

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

              


      

      


      
        	
                (4)

              	
                DVB
                  BANK AG,
                  acting as swap provider through its office at Friedrich-Ebert-Anlage
                  2-14,
                  60325 Frankfurt, Main, Germanys (the "Swap
                  Provider");

              


      

      


      
        	
                (5)

              	
                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 $90,000,000)
                  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
        Flag"
        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.

      


      "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;

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      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.
        

      


      "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
        Account Charges"
        means
        the second priority deeds of charge from the Double Hull Collateral Owners
        in
        the Agreed Form referred to in Clause 10.1.10 and "Collateral
        Account Charge"
        means
        any one of them.

      


      "Collateral
        Assignments"
        means
        the second priority deeds of assignment from the Double Hull Collateral Owners
        in the Agreed Form referred to in Clause 10.1.8 and "Collateral
        Assignment"
        means
        any one of them.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      "Collateral
        Assignments of Charter"
        means
        the second priority deeds of assignment from the Double Hull Collateral Owners
        in the Agreed Form referred to in Clause 10.1.9 and "Collateral
        Assignment of Charter"
        means
        any one of them.

      


      "Collateral
        Deeds of Covenants"
        means
        the second priority deeds of covenants from the Double Hull Collateral Owners
        in
        the Agreed Form referred to in Clause 10.1.7 and "Collateral
        Deed of Covenants"
        means
        any one of them.

      


      "Collateral
        Guarantees"
        means
        the guarantees and indemnities referred to in Clause 10.1.6.

      


      "Collateral
        Mortgages"
        means
        the second priority statutory mortgages from the Double Hull Collateral Owners
        in the Agreed Form referred to in Clause 10.1.7 together with the Collateral
        Deeds of Covenants in the Agreed Form referred to in Clause 10.1.7 and
        "Collateral
        Mortgage"
        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 Double Hull Finance Parties, the Borrower, the Collateral Owners
        and the Double Hull Collateral Owners coordinating, inter alia, certain rights
        and obligations of the Finance Parties and the Double Hull Finance Parties
        under
        the Finance Documents and the Double Hull Finance Documents.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      "Credit
        Support Document"
        means
        any document described as such in the 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 the 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.

      


      "Double
        Hull Accounts"
        shall
        have the meaning ascribed to "Accounts" in the Double Hull Loan
        Agreement.

      


      "Double
        Hull Charters"
        shall
        have the meaning ascribed to "Charters" in the Double Hull Loan
        Agreement.

      


      "Double
        Hull Collateral Owners"
        means
        Shinyo Loyalty Limited, Shinyo Navigator Limited, Shinyo Dream Limited, Shinyo
        Kannika Limited and Shinyo Ocean Limited.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

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

      


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

      


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

      


      "Double
        Hull Loan Agreement"
        means
        the loan agreement made or to be made on or about the date hereof between
        the
        Borrower, the Mandated Lead Arrangers (as defined therein), the banks and
        financial institutions listed in Schedule 1 thereto, DVB Group Merchant Bank
        (Asia) Ltd as agent, DVB Bank AG, Fortis Bank S.A./N.V. and NIBC Bank N.V.
        as
        swap providers 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 Double Hull Collateral Owners.

      


      "Double
        Hull Substitute Charters"
        shall
        have the meaning ascribed to "Substitute Charters" in the Double Hull Loan
        Agreement.

      


      "Double
        Hull Vessels"
        shall
        have the meaning ascribed to "Vessels" in the Double Hull Loan
        Agreement.

      


      "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.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      "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.

      


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

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      "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 Agreement, 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 Provider 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;

              


      

      


      
        	
              	(b)	
                any
                  acceptance credit;

              


      

      


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

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (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 the Master Agreement.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      "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 Double Hull Collateral
        Owner or any other Subsidiary of
        the
        Borrower
        or by
        one Collateral Owner to the Borrower or another Collateral Owner or a Double
        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 Double
        Hull Collateral Owner in refinancing its Existing Indebtedness (as that term
        is
        defined, in the case of a Double Hull Collateral Owner, under the Double
        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.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      "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.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      "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 seven five per cent (1.75%) per annum at any time when the
                  Loan to
                  Value Ratio is less than fifty per cent (50%);
                  or

              


      

      


      
        	
              	(b)	
                two
                  point two five per cent (2.25%) per annum at any time when the
                  Loan to
                  Value Ratio is between fifty per cent (50%) and seventy per cent
                  (70%);
                  or

              


      

      


      
        	 	
                (c)

              	
                two
                  point seven five per cent (2.75%) per annum at any time when the
                  Loan to
                  Value Ratio is greater than seventy per cent
                  (70%).

              


      

      


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

      


      "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.

      


      "Maximum
        Loan Amount"
        means
        ninety million Dollars ($90,000,000).

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      "Maximum
        Tranche Amount"
        means:-

      


      
        	 	
                (a)

              	
                fifteen
                  million Dollars ($15,000,000) in the case of the Vessel A
                  Tranche;

              


      

      


      
        	 	
                (b)

              	
                twenty
                  four million Dollars ($24,000,000) in the case of the Vessel B
                  Tranche;

              


      

      


      
        	 	
                (c)

              	
                twenty
                  four million Dollars ($24,000,000) in the case of the Vessel C
                  Tranche;
                  and

              


      

      


      
        	 	
                (d)

              	
                twenty
                  seven million Dollars ($27,000,000) in the case of the Vessel D
                  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; 

              


      

      


      
        	
              	(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);
                  

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
              	(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 outfitters possessory lien, ten million Dollars ($10,000,000)
                  in
                  aggregate; 

              


      

      


      
        	
              	(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; 

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

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

              


      

       

      "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 and the
        principal London office of Skandinaviska Enskilda Banken AB (publ) 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.

      


      "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".

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      "Security
        Documents"
        means
        the Guarantees, the Mortgages, the Deeds of Covenants, the Assignments, the
        Assignments of Charters, the Accounts Charges, the Collateral Guarantees,
        the
        Collateral Mortgages, the Collateral Deeds of Covenants, the Collateral
        Assignments, the Collateral Assignments of Charters, the Collateral 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, the Double Hull 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
        sixty per cent (160%) of that Vessel Tranche.

      


      "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.

      


      "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.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      "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 

              


      

      


      
        	
              	(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).

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      "Total
        Loss"
        means:


      


      
        	 	
                (a)

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

              


      

      


      
        	 	
                (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 the Swap Provider and the Borrower governed
        by
        the 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.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      "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 and the
        Vessel
        D Tranche and "Vessel
        Tranche"
        means
        any one of them.

      


      "Vessel
        A Tranche"
        means
        the lower of (i) the relevant Maximum Tranche Amount and (ii) sixty per cent
        (60%) 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) sixty per cent
        (60%) 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) sixty per cent
        (60%) 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) sixty per cent
        (60%) 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.

      


      "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 the 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 four 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 the Vessel A Tranche to the Agent
                      for the
                      account of the Lenders by six (6) consecutive quarterly instalments
                      and to
                      repay each of the Vessel B Tranche, the Vessel C Tranche and
                      the Vessel D
                      Tranche to the Agent for
                      the account of the Lenders
                      by
                      ten (10) consecutive quarterly instalments 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 and (ii)
                      31st
                      December 2010.

                  


          

           

          
            	 	
                    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 in single hull phase-out
                      If
                      three (3) or more of any of the People's Republic of China,
                      South Korea,
                      Japan, India, Indonesia, Thailand, Singapore and Taiwan enforce
                      a
                      phase-out of single hull oil tankers the Borrower shall prepay
                      the Loan
                      within three (3) Business Days of the date on which the last
                      of the three
                      (3) countries above who have enforced such phase-out, enforce
                      such
                      phase-out.

                  


          

           

          
            	 	
                    6.6

                  	
                    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.

                  


          

           

          
            	 	
                    6.7

                  	
                    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.

                  


          

           

          
            
              
              

            

            
              27

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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.

                  


          

           

          
            	 	
                    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.

                  


          

           

          
            
              
              

            

            
              28

              
                

              

            

            
              
              

            

          

           

          
            	
                  	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.

                  


          

           

          
            	 	
                    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

                  


          

           

          
            
              
              

            

            
              29

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    (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

                  


          

           

          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.

                  


          

           

          
            
              
              

            

            
              30

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    7.11

                  	
                    Interest
                      rate hedge
                      The Borrower may, if it wishes, enter into a swap to swap its
                      floating
                      interest rate under this Agreement to a fixed interest rate
                      in respect of
                      a notional amount of up to the full amount of the Loan and
                      the Borrower
                      agrees, without any commitment on its part, to offer the Swap
                      Provider a
                      right of first refusal to enter into a Transaction in respect
                      of any such
                      swap.

                  


          

           

          
            	 	
                    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,

                  


          

           

          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.

           

          
            
              
              

            

            
              31

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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 the 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 or a Collateral 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
                      or a Collateral
                      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 or a Double Hull Collateral Owner in connection
                      with a
                      Vessel or a Double Hull 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 a
                      Double Hull
                      Vessel or in discharging any lien, bond or other claim relating
                      in any way
                      to a Vessel or a Double Hull Vessel, and any sums which that
                      Finance Party may
                      pay or guarantees which it may reasonably give to procure the
                      release of a
                      Vessel or a Double Hull 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 DVB
                      Group Merchant
                      Bank (Asia) Ltd 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;

                  


          

           

          
            	 	
                    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;
                      

                  


          

           

          
            	 	
                    10.1.6

                  	
                    guarantees
                      and indemnities from the Double Hull Collateral
                      Owners;

                  


          

           

          
            	 	
                    10.1.7

                  	
                    second
                      priority statutory mortgages over the Double Hull Vessels together
                      with
                      second priority collateral deeds of
                      covenants;

                  


          

           

          
            	 	
                    10.1.8

                  	
                    second
                      priority deeds of assignment of the insurances, earnings and
                      requisition
                      compensation of the Double Hull Vessels from the Double Hull
                      Collateral
                      Owners; 

                  


          

           

          
            
              
              

            

            
              36

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    10.1.9

                  	
                    second
                      priority deeds of assignment of the Double Hull Charters or
                      any Double
                      Hull Substitute Charter from the Double Hull Collateral Owners;
                      and

                  


          

           

          
            	 	
                    10.1.10

                  	
                    second
                      priority deeds of charge over the Double Hull Accounts and
                      all amounts
                      from time to time standing to the credit of the Double Hull
                      Accounts from
                      the Double Hull 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 (ii)
                      execute in favour of the Security Agent second priority pledges
                      or charges
                      over all the Borrower's right, title and interest in and to
                      the shares of
                      each Double Hull Collateral Owner in such form as the Security
                      Agent and
                      the Borrower, acting reasonably, may agree and (iii)
                      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.

                  


          

           

          
            	 	
                    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 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

                  


          

           

          
            
              
              

            

            
              37

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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).

           

          
            	 	
                    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.

           

          
            
              
              

            

            
              38

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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;

                  


          

           

          
            	
                  	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 the 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.

                  


          

           

          
            
              
              

            

            
              39

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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, subject to the terms of
                      the
                      Coordination Agreement, immediately transferred to the Agent
                      for
                      application in accordance with the provisions of Clause 10.13
                      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

                  


          

           

          
            	 	
                    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 this Agreement and any
                      Security
                      Document,

                  


          

           

          in
            the
            following order of priority:

           

          
            	 	
                    (a)

                  	
                    firstly,
                      in or towards reimbursement of fees and expenses of the Finance
                      Parties;

                  


          

           

          
            	 	
                    (b)

                  	
                    secondly,
                      by application in or towards repayment of accrued but unpaid
                      interest and
                      fees provided that if the amount to be applied is insufficient
                      to satisfy
                      the full amount specified in paragraph (b), it shall be split
                      between the
                      Lenders on a pro-rata basis calculated by reference to the
                      proportion
                      which the amount of interest and fees owed to a Lender bears
                      to the
                      aggregate amount of interest and fees owed to all the
                      Lenders;

                  


          

           

          
            	 	
                    (c)

                  	
                    thirdly,
                      by application in or towards repayment of the balance of the
                      Indebtedness
                      provided that if the amount to be applied is insufficient to
                      satisfy the
                      full amount specified in this paragraph (c), it shall be split
                      between the
                      Lenders and the Swap Provider on a pro-rata basis calculated
                      by reference
                      to the proportion which the amount of the balance of the Indebtedness
                      owed
                      to a Lender or the Swap Provider bears to the aggregate amount
                      of the
                      balance of the Indebtedness owed to all of the Lenders and
                      the Swap
                      Provider;

                  


          

           

          
            
              
              

            

            
              40

              
                

              

            

            
              
              

            

          

           

          
            	
                  	(d)	
                    fourthly,
                      by payment to the Borrower and/or a Collateral Owner and/or
                      to anyone else
                      entitled thereto

                  


          

           

          
            	
                  	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

                  


          

           

          
            
              
              

            

            
              41

              
                

              

            

            
              
              

            

          

           

          
            	
                  	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 6.7 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.

           

          
            
              
              

            

            
              42

              
                

              

            

            
              
              

            

          

           

          
            	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.

                  


          

           

          
            
              
              

            

            
              43

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    11.1.5

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

                  


          

           

          
            	 	
                    (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, the Accounts
                      Charges, the
                      Collateral Mortgages, the Collateral Assignments, the Collateral
                      Assignments of Charters and the Collateral 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.

                  


          

           

          
            
              
              

            

            
              44

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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.

                  


          

           

          
            
              
              

            

            
              45

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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:

                  


          

           

          
            	 	
                    (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

                  


          

           

          
            
              
              

            

            
              46

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    (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.

                  


          

           

          
            
              
              

            

            
              47

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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.

           

          
            
              
              

            

            
              48

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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	
                      amaximum
                        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.

           

          
            
              
              

            

            
              49

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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) 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
                      then, in
                      accordance with Clause 12.4.1). 

                  


          

           

          
            
              
              

            

            
              50

              
                

              

            

            
              
              

            

          

           

          
            
              
                	
                      	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
                      Double 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).

                  


          

           

          
            
              
              

            

            
              51

              
                

              

            

            
              
              

            

          

           

          
            	
                  	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 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 Agreement The
                      Borrower shall not assign, novate or encumber or in any other
                      way transfer
                      any of its rights or obligations under the Master
                      Agreement.

                  


          

           

          
            
              
              

            

            
              52

              
                

              

            

            
              
              

            

          

           

          
            	
                  	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.

                  


          

           

          
            
              
              

            

            
              53

              
                

              

            

            
              
              

            

          

           

          
            	
                  	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.

                  


          

           

          
            
              
              

            

            
              54

              
                

              

            

            
              
              

            

          

           

          
            	
                  	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.

                  


          

           

          
            
              
              

            

            
              55

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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

                  


          

           

          
            	 	
                    (c)

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

                  


          

           

          
            
              
              

            

            
              56

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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.

                  


          

           

          
            	 	
                    12.4.9

                  	
                    MARPOL
                      73/79
                      The Borrower shall procure that each Collateral Owner fulfils,
                      in respect
                      of its Vessel, all requirements prescribed for single hull
                      vessels under
                      MARPOL 73/79 and the Conditional Assessment Scheme (together
                      the
                      "Single
                      Hull Regulations")
                      and, in the case of each Vessel which is more than fifteen
                      (15) years old,
                      shall provide or procure that the relevant Collateral Owner
                      provides to
                      the Agent, on or around each anniversary of the date of this
                      Agreement,
                      evidence satisfactory to the Agent (acting reasonably) that
                      such
                      requirements have been and are being
                      fulfilled.

                  


          

           

          
            
              
              

            

            
              57

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    12.4.10

                  	
                    Flag
                      state consent
                      The Borrower shall provide the Agent, prior to 30 June 2010,
                      with evidence
                      of confirmation from the country in which those Vessels over
                      which the
                      Security Agent holds an Encumbrance are then flagged (the "Flag
                      State")
                      that the Flag State will allow those Vessels to trade beyond
                      31 December
                      2010 until 31 December 2015.

                  


          

           

          
            	
                  	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.

                  


          

           

          
            	
                  	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

                  


          

           

          
            
              
              

            

            
              58

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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.

                  


          

           

          
            	
                  	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.

           

          
            
              
              

            

            
              59

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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.

                  


          

           

          
            	 	
                    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)).

                  


          

           

          
            
              
              

            

            
              60

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    (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));
                      

                  


          

           

          
            	 	
                    (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.

           

          
            
              
              

            

            
              61

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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.

                  


          

           

          
            	 	
                    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.

                  


          

           

          
            
              
              

            

            
              62

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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.

                  


          

           

          
            	 	
                    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 the Swap Provider under section 6(a) of
                      the Master
                      Agreement, or by any person under section 6(b)(iv) of the Master
                      Agreement, in either case designating an Early Termination
                      Date for the
                      purpose of the Master Agreement, or the 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 and/or Double Hull
                      Collateral
                      Owner gives notice to the Security Agent to terminate its obligations
                      under a Collateral Guarantee.

                  


          

           

          
            	
                  	13.1.18	
                    Double
                      Hull Loan Agreement
                      An
                      Event of Default occurs under the Double 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

                  


          

           

          
            
              
              

            

            
              63

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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.

                  


          

           

          
            	 	 	
                    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

                  


          

           

          
            
              
              

            

            
              64

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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.

                  


          

           

          
            	 	
                    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

                  


          

           

          
            
              
              

            

            
              65

              
                

              

            

            
              
              

            

          

           

          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.

           

          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.

                  


          

           

          
            
              
              

            

            
              66

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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:

                  


          

           

          
            	 	
                    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

                  


          

           

          
            
              
              

            

            
              67

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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

                  


          

           

          
            	 	
                    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.

                  


          

           

          
            
              
              

            

            
              68

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    15.1.3

                  	
                    The
                      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.

                  


          

           

          
            	 	
                    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.

           

          
            
              
              

            

            
              69

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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:

                  


          

           

          
            	 	
                    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.

           

          
            
              
              

            

            
              70

              
                

              

            

            
              
              

            

          

           

          
            	
                  	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

                  


          

           

          
            	 	
                    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; 

                  


          

           

          
            
              
              

            

            
              71

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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

                  


          

           

          
            	 	
                    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.

                  


          

           

          
            
              
              

            

            
              72

              
                

              

            

            
              
              

            

          

           

          
            	
                  	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;
                      

                  


          

           

          
            	 	
                    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.

                  


          

           

          
            
              
              

            

            
              73

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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.

                  


          

           

          
            	 	
                    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 the 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 the
                      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.

                  


          

           

          
            
              
              

            

            
              74

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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.

                  


          

           

          
            	 	
                    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.

                  


          

           

          
            
              
              

            

            
              75

              
                

              

            

            
              
              

            

          

           

          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.

                  


          

           

          
            	 	
                    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.

                  


          

           

          
            
              
              

            

            
              76

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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:

                  


          

           

          
            	 	
                    15.21.1

                  	
                    the
                      Lenders may (if the Agent has resigned) 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.

                  


          

           

          
            
              
              

            

            
              77

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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.

                  


          

           

          
            	 	
                    16.2

                  	
                    Master
                      Agreement rights The
                      rights conferred on the 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 the Swap Provider by the Master
                      Agreement.

                  


          

           

          
            	17	
                    Payments

                  


          

           

          
            	 	
                    17.1

                  	
                    Payments
                      Each
                      amount payable by the Borrower under a Finance Document (other
                      than the 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. 

                  


          

           

          
            
              
              

            

            
              78

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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. 

                  


          

           

          
            	 	
                    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.

                  


          

           

          
            
              
              

            

            
              79

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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
                      the 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.

                  


          

           

          
            	 	
                    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;


                  


          

           

          
            
              
              

            

            
              80

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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 Provider 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";
                      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.

           

          
            
              
              

            

            
              81

              
                

              

            

            
              
              

            

          

           

          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.

                  


          

           

          
            	 	
                    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.

                  


          

           

          
            
              
              

            

            
              82

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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.

                  


          

           

          
            	 	
                    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.

                  


          

           

          
            
              
              

            

            
              83

              
                

              

            

            
              
              

            

          

           

          
            	
                  	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.

                  


          

           

          
            
              
              

            

            
              84

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    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; 

                  


          

           

          
            	 	
                    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

                  	
                    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;

                  


          

           

          
            	 	
                    22.5.4

                  	
                    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;

                  


          

           

          
            	 	
                    22.5.5

                  	
                    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;
                      and

                  


          

           

          
            	 	
                    22.5.6

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

                  


          

           

          
            
              
              

            

            
              85

              
                

              

            

            
              
              

            

          

          


          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 $8,333,333.33 of the Vessel A Tranche

                    Up
                      to $13,333,333.33 of the Vessel B Tranche

                    Up
                      to $13,333,333.33 of the Vessel C Tranche

                    Up
                      to $15,000,000.00 of the Vessel D Tranche

                  
	 	 
	
                    Deutsche
                      Schiffsbank Aktiengesellschaft

                    Domshof
                      17

                    28195
                      Bremen

                    Germany

                    Fax
                      No.: (49) 421 3609 329

                    Attention:
                      Lars Bohlig

                  	
                    Up
                      to $1,666,666.67 of the Vessel A Tranche

                    Up
                      to $2,666,666.67 of the Vessel B Tranche

                    Up
                      to $2,666,666.67 of the Vessel C Tranche

                    Up
                      to $3,000,000.00 of the Vessel D Tranche

                  
	 	 
	
                    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 $2,500,000.00 of the Vessel A Tranche

                    Up
                      to $4,000,000.00 of the Vessel B Tranche

                    Up
                      to $4,000,000.00 of the Vessel C Tranche

                    Up
                      to $4,500,000.00 of the Vessel D 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 $2,500,000.00 of the Vessel A Tranche

                    Up
                      to $4,000,000.00 of the Vessel B Tranche

                    Up
                      to $4,000,000.00 of the Vessel C Tranche

                    Up
                      to $4,500,000.00 of the Vessel D
                      Tranche

                  


          

           

          
            
              
              

            

            
              86

              
                

              

            

            
              
              

            

          

           

          SCHEDULE
            2:

           

          Collateral
            Owners/Vessels

           

          


          
            	 	
                    Collateral
                      Owner

                  	
                    Vessel

                  	
                    Flag

                  
	
                    A

                  	
                    Shinyo
                      Jubilee Limited

                  	
                    "Shinyo
                      Jubilee"

                  	
                    Hong
                      Kong

                  
	
                    B

                  	
                    Shinyo
                      Mariner Limited

                  	
                    "Shinyo
                      Mariner"

                  	
                    Hong
                      Kong

                  
	
                    C

                  	
                    Shinyo
                      Alliance Limited

                  	
                    "Shinyo
                      Alliance"

                  	
                    Hong
                      Kong

                  
	
                    D

                  	
                    Shinyo
                      Sawako Limited

                  	
                    "Shinyo
                      Sawako"

                  	
                    Hong
                      Kong

                  


          

          


          
            
              
              

            

            
              87

              
                

              

            

            
              
              

            

          

          


          SCHEDULE
            3:

           

          Charters

           

          


          
            	 	
                    Vessel
                      

                  	
                    Charterer

                  	
                    Charter
                      

                  	
                    Expiry
                      Date

                  	
                    Net
                      Hire 

                    (in
                      $ per day)

                  
	
                    A

                  	
                    "Shinyo
                      Jubilee"

                  	
                    S-Oil
                      Corporation 

                  	
                    Tanker
                      Voyage Charter Party dated 31st
                      December 2004, as amended by an addendum no. 1 dated 11th
                      February 2005, an addendum no. 2 dated 8th
                      April 2005, an addendum no. 3 dated 1st
                      July 2006 and an addendum no. 4 dated 3rd
                      November 2006 on "Asbatankvoy" form with additional clauses.
                      

                  	
                    30.9.2009

                  	
                    To
                      be calculated in accordance with the Charter itself.

                  
	
                    B

                  	
                    "Shinyo
                      Mariner"

                  	
                    Dalian
                      Ocean Shipping Co.

                  	
                    Time
                      Charter dated 18th
                      January
                      2007 on "Shelltime 4" form with additional clauses as amended
                      by addendum
                      no. 1, no. 2 and no. 3. 

                  	
                    30.6.2010

                  	
                    31,980

                  
	
                    C

                  	
                    "Shinyo
                      Alliance"

                  	
                    Formosa
                      Petrochemical Corporation

                  	
                    Time
                      Charter dated 28th
                      September 2005, as amended by an addendum, on "Shelltime 4"
                      form with
                      additional clauses. 

                  	
                    17.10.2010

                  	
                    29,700

                  
	
                    D

                  	
                    "Shinyo
                      Sawako" 

                  	
                    Dalian
                      Ocean Shipping Co.

                  	
                    Time
                      Charter dated 18th
                      October 2006, as amended by addendum no. 1, no. 2 and no. 3
                      on "Shelltime
                      4" form with additional clauses.

                     

                  	
                    01.12.2011

                  	
                    38,111

                  


          

        

         

        
          
            
            

          

          
            88

            
              

            

          

          
            
            

          

        

         

        
          SCHEDULE
            4:

           

          Existing
            Financing

           

          
            	
                    Collateral
                      Owner

                  	
                    Existing
                      Financing 

                  	
                    Existing
                      inter-company creditor

                  
	
                    Shinyo
                      Jubilee Limited

                  	
                    Loan
                      Agreement dated June 2, 2006 between Shinyo Jubilee Limited,
                      as borrower,
                      and HSH Nordbank AG, Nordea Bank Danmark A/S and DVB Group
                      Merchant Bank
                      (Asia) Ltd., as lenders and Vanship Holdings Limited and Clipper
                      Group
                      Limited as guarantors, for a loan facility of up to
                      U.S.$15,000,000

                  	
                     

                    Van-Clipper
                      Holdings Limited

                  
	
                    Shinyo
                      Mariner Limited

                  	
                    Loan
                      Agreement dated June 2, 2006 between Shinyo Mariner Limited,
                      as borrower,
                      and HSH Nordbank AG, Nordea Bank Danmark A/S and DVB Group
                      Merchant Bank
                      (Asia) Ltd., as lenders and Vanship Holdings Limited and Clipper
                      Group
                      Limited as guarantors, for a loan facility of up to
                      U.S.$39,000,000

                  	
                     

                    Van-Clipper
                      Holdings Limited

                  
	
                    Shinyo
                      Sawako Limited

                  	
                    Loan
                      Agreement dated June 2, 2006 between Shinyo Sawako Limited,
                      as borrower,
                      and HSH Nordbank AG, Nordea Bank Danmark A/S and DVB Group
                      Merchant Bank
                      (Asia) Ltd., as lenders and Vanship Holdings Limited and Clipper
                      Group
                      Limited as guarantors, for a loan facility of up to
                      U.S.$32,000,000

                  	
                     

                    Van-Clipper
                      Holdings Limited

                  
	
                    Shinyo
                      Alliance Limited

                  	
                    Loan
                      Agreement dated July 14, 2005 between Shinyo Alliance Limited,
                      as
                      borrower, and DVB Group Merchant Bank (Asia) Ltd., as lender
                      and Vanship
                      Holdings Limited and Shinyo Kannika Limited as guarantors,
                      for a loan
                      facility of up to U.S.$32,700,000

                  	
                     

                    Vanship
                      Holdings 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
                      1 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
                      Double 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, 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;

                  


          

           

          
            	 	
                    (ix)

                  	
                    the
                      documentation evidencing the Vessel's compliance with the Single
                      Hull
                      Regulations

                  


          

           

          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, the
                      Accounts Charge, the Collateral Guarantee, the Collateral Mortgage,
                      the
                      Collateral Assignment, the Collateral Assignment of Charter
                      and the
                      Collateral Account 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, 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.  

                  	
                    $10,000,000
                      

                  


          

          


          
            
              
              

            

            
              96

              
                

              

            

            
              
              

            

          

           

          


          Vessel
            B Tranche repayment schedule

           

          
            	
                    Repayment
                      instalment

                  	
                    Amount
                      in $

                  
	
                    1. 

                  	
                    $1,500,000
                      

                  
	
                    2.  

                  	
                    $1,500,000
                      

                  
	
                    3.  

                  	
                    $1,500,000
                      

                  
	
                    4.  

                  	
                    $1,500,000
                      

                  
	
                    5.  

                  	
                    $1,500,000
                      

                  
	
                    6.  

                  	
                    $1,500,000
                      

                  
	
                    7.  

                  	
                    $1,500,000
                      

                  
	
                    8.  

                  	
                    $1,500,000
                      

                  
	
                    9.  

                  	
                    $1,500,000
                      

                  
	
                    10.  

                  	
                    $10,500,000
                      

                  


          

          
 

          
            
              
              

            

            
              97

              
                

              

            

            
              
              

            

          

           

          Vessel
            C Tranche repayment schedule

           

          
            	
                    Repayment
                      instalment

                  	
                    Amount
                      in $

                  
	
                    1.  

                  	
                    $1,500,000
                      

                  
	
                    2.  

                  	
                    $1,500,000
                      

                  
	
                    3.  

                  	
                    $1,500,000
                      

                  
	
                    4.  

                  	
                    $1,500,000
                      

                  
	
                    5.  

                  	
                    $1,500,000
                      

                  
	
                    6.  

                  	
                    $1,500,000
                      

                  
	
                    7.  

                  	
                    $1,500,000
                      

                  
	
                    8.  

                  	
                    $1,500,000
                      

                  
	
                    9.  

                  	
                    $1,500,000
                      

                  
	
                    10.  

                  	
                    $10,500,000
                      

                  


          

           

          
            
              
              

            

            
              98

              
                

              

            

            
              
              

            

          

           

          Vessel
            D Tranche repayment schedule

           

          
            	
                    Repayment
                      instalment

                  	
                    Amount
                      in $

                  
	
                    1.  

                  	
                    $1,500,000
                      

                  
	
                    2.  

                  	
                    $1,500,000
                      

                  
	
                    3.  

                  	
                    $1,500,000
                      

                  
	
                    4.  

                  	
                    $1,500,000
                      

                  
	
                    5.  

                  	
                    $1,500,000
                      

                  
	
                    6.  

                  	
                    $1,500,000
                      

                  
	
                    7.  

                  	
                    $1,500,000
                      

                  
	
                    8.  

                  	
                    $1,500,000
                      

                  
	
                    9.  

                  	
                    $1,500,000
                      

                  
	
                    10.  

                  	
                    $13,500,000
                      

                  


          

           

          
            
              
              

            

            
              99

              
                

              

            

            
              
              

            

          

           

          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] 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

          


          
            
              
                
                

              

              
                100

                
                  

                

              

              
                
                

              

            

          

          


          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 $90,000,000 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.

                    


            

             

            
              
                
                

              

              
                101

                
                  

                

              

              
                
                

              

            

             

            
              	
                      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
                        

                    


            

             

            
              
                
                

              

              
                102

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      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.

                    


            

             

            
              	
                      11

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

                    


            

             

            
              	
                      12

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

                    


            

             

            THE SCHEDULE

          

           

          
            
              	1	
                      Transferor:

                    


            

          

           

          
            
              	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

                    
	 	 	 
	
                      Current
                        Contribution

                    	 	
                      $[                 ]
                        Vessel A Tranche

                    
	 	 	 
	 	 	
                      $[                 ]
                        Vessel B Tranche

                    
	 	 	 
	 	 	
                      $[                 ]
                        Vessel C Tranche

                    
	 	 	 
	 	 	
                      $[                 ]
                        Vessel D Tranche

                    


            

          

           

          
            
              
              

            

            
              103

              
                

              

            

            
              
              

            

          

           

          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:
            

          


          


          
            
              
                
                

              

              
                104

                
                  

                

              

              
                
                

              

            

          

          


          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$90,000,000 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.]

                    


            

          

          
 

          
            
              
                
                

              

              
                105

                
                  

                

              

              
                
                

              

            

          

          


          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 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:

                    	 	
                      )

                    
	
                       

                    	 	 
	
                       

                    	 	 
	
                      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:

                    	 	
                      )

                    


            

             

            
              
                
                

              

              
                106

                
                  

                

              

              
                
                

              

            

             

            
              	
                      SIGNED
                        by
                        

                    	 	
                      )

                    
	
                      as
                        duly authorised 

                    	 	
                      )

                    
	
                      for
                        and on behalf of

                    	 	
                      )

                    
	
                      DVB
                        GROUP MERCHANT BANK

                    	 	
                      )

                    
	
                      (ASIA)
                        LTD
                        (as the Agent)

                    	 	
                      )

                    
	
                      in
                        the presence of:

                    	 	
                      )

                    
	 	 	 
	 	 	 
	
                      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

                    	 	
                      )

                    
	
                      DVB
                        GROUP MERCHANT BANK

                    	 	
                      )

                    
	
                      (ASIA)
                        LTD (as
                        the Security Agent)

                    	 	
                      )

                    
	
                      in
                        the presence of:

                    	 	
                      )

                    


            

          

        

      

    

     

    
      
        
        

      

      
        107