Marine FinanceSecond FloorNew Uberior HouseNewLead Holdings Limited
    
    11 Earl Grey Streetc/o 83 Akti Miaouli & Flessa St,
    
    EDINBURGHPiraeus 185 38
    
    EH3 9BNGreeceFax
No:      +30 213 014 8279
Attention:    Michael Zolotas                    Nicholas Fistes
                    Michael Livanos
                    Peter Kallifidas
    
    Telephone: 0131 659 1301
Fax: 0131 659 1300
E-mail: alasdair_weir@bankofscotland.co.uk
   Commitment Letter
     
 www.bankofscotland.co.uk/corporate




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(SIGNATURE)
 AGREED
AND ACCEPTED THIS  23 DAY OF February 2010.
 FOR: NewLead Holdings Ltd.
 BY:
    
    Michael Zolotas
    
    -s- Michael ZolotasTITLE:
    
    Chief Executive Officer
 
 www.bankofscotland.co.uk/corporate




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(BANK OF SCOTTLAND CORPORATE LOGO)
    
    (BANK OF SCOTTLAND CORPORATE LOGO)
 
 TWO SINGLE PURPOSE VESSEL OWNING COMPANIES
 TO FINANCE TWO
 NEWBUILD 80,000 DWT KAMSARMAX BULK CARRIERS
 Summary Terms Conditions
 For Facilities Totalling
 US$80,000,000
  The Senior Lenders and Junior Lenders are pleased to confirm that they are prepared to offer
the Facilities (as defined below) on the following terms. The provision of the Facilities is
subject to the principal terms set out below and to documentation in form satisfactory to all
parties. These Summary Terms & Conditions are for your confidential use only and should not be
disclosed to any third party (unless required to do so by law); it does not give rise to any
liability on the part of Bank of Scotland plc, BTMU Capital Corporation or Bank of Ireland, or any
member of their groups, and should be construed in accordance with
English law.
 BANK OF SCOTLAND, MARINE FINANCE
       Page 1 of 12




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SECURED SENIOR AND JUNIOR TERM LOAN FACILITIES
 PARTIES
 BORROWERS
    
    Ayasha Trading Ltd and Bethune Properties SA. The vessel-owning companies
are to be wholly-owned by NewLead Holdings Ltd. (the Corporate Guarantor), and
will be liable for the debt as Borrowers on a joint and several basis.CORPORATE GUARANTOR
    
    NewLead Holdings Ltd. (formerly known as Aries Maritime Transport Ltd.)AGENT/SECURITY TRUSTEE
    
    Bank of Scotland plc (the
Agent).
 SENIOR LENDERS
    
    Bank of Scotland
    
    US$
    25,470,000BTMU Capital
Corporation or an affiliate
    
    US$
    25,470,000Bank of Ireland
    
    US$
    15,726,667Total Senior Term Loan Facility
    
    US$
    66,666,667JUNIOR LENDERS
    
    Bank of Scotland
    
    US$
    6,666,667BTMU Capital Corporation or an affiliate
    
    US$
    6,666,667Total Junior Term Loan Facility
    
    US$
    13,333,334
 SWAP BANK
    
    Bank of Scotland plcMAJORITY LENDERS
    
    In respect of each of the Senior and
Junior Term Loan Facility, Senior or Junior
Lenders (as applicable) whose aggregate
commitments under the Senior or Junior Term
Loan Facility represent an amount greater than
66.66% (it being understood that certain
customary issues will require the approval of
all the Senior or Junior Lenders). An
Intercreditor Agreement, acceptable to all
Lenders, will govern the relationship between
the Senior and Junior Lenders.SHIP MANAGER
    
    To be acceptable to Lenders.LENDERS LEGAL COUNSEL
    
    To be confirmed.INSURANCE CONSULTANT
    
    BankServe Insurance Services Ltd.VESSEL
PARTICULARSSECURITY VESSELS
    
    Two newbuild Kamsarmax (80,000 dwt)
bulk carriers (each a Security Vessel and,
collectively, the Security Vessels) from
COSCO Dalian Shipyard Co. Ltd. (the
Shipyard), having Hull Nos. N213 and
N216.CONTRACT PRICE
    
    US$50,000,000 per Security Vessel.Payment Terms:           30%/20%/20%/20%/10%DELIVERY DATE
    
    Hull No. N213 to be delivered in
October 2010 (the Initial Delivery Date) and
Hull No. N216 to be delivered in December 2011
(the Final Delivery Date).FLAG
    
    The Security Vessels to be entered
under the Liberian Registry, or any other flag
state subject to the prior written consent of
the Majority Lenders.CLASSIFICATION SOCIETY
    
    Det Norske Veritas (DNV), or other
IACS Member acceptable to the Lenders (the
Security Vessels to be classed with the
highest classification for Security Vessels of
this type).
 Page 2 of 12




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FACILITYTYPE OF FACILITY
    
    Pre and post-delivery Secured Senior Term Loan Facility (the Senior
Term Loan Facility), and pre and post-delivery Secured Junior Term Loan
Facility (the Junior Term Loan Facility) (together, the
Facilities).
Additionally, to provide Payment Guarantees in respect of certain
pre-delivery instalments due to be paid by the Borrowers.PURPOSE
    
    To part finance the Contract Price of each Security Vessel.FACILITY AMOUNT
    
    Senior Term Loan FacilityThe lower of US$33,333,333 or 83.33% of Fair Market Value on a
charter-free basis (FMV) of each Security Vessel upon delivery, up to a
maximum aggregate total of US$66,666,667 (Senior Facility
Amount).Payment GuaranteeAmount equal to the outstanding pre-delivery yard payments (i.e.
aggregate of the 2ndand 3rd instalments on a
reducing basis) due to be funded by the Senior Term Loan Facility in
respect of each Security Vessel. Such amount, including any drawn
amounts under the Junior Term Loan Facility, not to exceed US$40,000,000
in total.Junior Term Loan FacilityAn aggregate facility of US$13,333,334 (US$6,666,667 per Security
Vessel), which has already been fully drawn (Junior Facility
Amount).On an aggregated basis, the Senior Facility Amount and Junior
Facility Amount shall, on the relevant Delivery Date, not exceed 100% of
the FMV of each Security Vessel.AVAILABILITY
    
    Senior and Junior Term Loan FacilityPre-Delivery: The first yard instalment for each Security Vessel
(30% of Contract Price) will be deemed to have been funded by Borrowers
Equity of US$2,500,000, drawings under the Junior Term Loan Facility of
US$6,666,667 and drawings under the Senior Term Loan Facility of
US$5,833,333. The second yard instalment (20% of Contract Price) will be
funded by Borrowers Equity of US$2,500,000 and drawings under the Senior
Term Loan Facility of US$7,500,000. The remaining yard instalments up to,
but excluding, the delivery instalment (40% of Contract Price in
aggregate) to be funded by drawings under the Senior Term Loan Facility,
except that the launching instalment of each Security Vessel (20% of Contract Price)
will be funded by Borrowers Equity of US$5,000,000 (which shall either i)
be provided in the form of an unconditional and irrevocable letter of
credit or guarantee, issued by a first-class bank acceptable to the
Lenders, or ii) as a cash deposit to be placed in an account maintained
with, and pledged to, the Agent & Security Trustee and held from Closing
Date until the relevant dates on which payment of the launching
instalments shall be made) and drawings under the Senior Term Loan
Facility of US$5,000,000.Delivery: Subject to the calculation of the Senior Facility Amount,
the delivery instalment will be funded by drawings under the Senior Term
Loan Facility.Subject to applicable Conditions Precedent, each of the Senior Term
Loan Facility and Junior Term Loan Facility will be available for drawing
until 15th August 2011 (in respect of Hull No. N213) and
26th October 2012 (in respect of Hull No. N216) (each an
Availability Expiry Date).
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Payment GuaranteeUntil full payment of the 2nd
and 3rd instalments due under the
shipbuilding contracts have been made.The total combined Senior Term Loan
Facility, Junior Term Loan Facility and Payment
Guarantee drawings may not exceed the amount of
the Refund Guarantee(s) at any time.MATURITY DATE
    
    Senior and Junior Term Loan FacilityFive years from the Delivery Date of each
Security Vessel, but in any event no later than
26th October 2017 (the Final
Maturity Date).REPAYMENT
    
    Senior Term Loan FacilityThe Senior Term Loan Facility will, in
respect of each of the Security Vessels, be
repaid (in line with a 11-year straight line
full pay-out profile) by 20 consecutive
quarterly repayment instalments of US$757,576
(each a Senior Repayment), commencing three
months after the respective Delivery Date.A balloon equivalent to the remaining
outstanding balance of the Senior Term Loan
Facility, but in any event no greater than
US$18,181,813 shall be payable, in respect of
each Security Vessel, concurrently with the
final Senior Repayment.Junior Term Loan FacilityThe Junior Term Loan Facility will, in
respect of each Security Vessel, be repaid (in
line with a 25-year straight line full pay-out
profile) by 20 consecutive quarterly repayment
instalments of US$66,667 (each a Junior
Repayment), commencing 3 months after the
respective Delivery Date.A balloon payment equivalent to the
remaining outstanding balance of the Junior Term
Loan Facility, but in any event no greater than
US$5,333,327, shall be payable, in respect of
each Security Vessel, concurrently with the
final Junior Repayment.If, for any reason, the amount drawn
down under the Senior and/or Junior Term Loan
Facility is less than Senior Facility Amount
and/or Junior Facility Amount, the amount of the
relevant future scheduled Senior and/or Junior
Repayments shall be reduced on a pro rata basis
together with the relevant balloon
payment(s).PREPAYMENT
    
    Voluntary PrepaymentThe Borrowers may prepay all or part of
the indebtedness under the Facilities, by giving
5 days prior written notice to the Agent, on
interest renewal dates in minimum amounts of
US$1,000,000 (US$500,000 in the case of the
Junior Term Loan Facility) or multiples thereof.
Amounts prepaid may not be redrawn, and will be
applied against the repayment schedule in
inverse order of maturity.The following post-delivery prepayment
premiums shall be paid by the relevant
Borrower(s), though only in the case of full
refinancing (other than a refinancing involving
all of the Lenders):Up to first anniversary of Final Delivery
Date:        1% No termination of the Facility shall
be made prior to delivery of the Security
Vessels.For the avoidance of doubt, no prepayment
premium shall be payable by the Borrower(s) in
the event of the sale of one or both of the
Security Vessels.
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Mandatory PrepaymentThe Borrowers shall prepay the Facilities upon sale or total loss of either or both of the
Security Vessels by at least an amount equal to the outstanding Senior Term Loan Facility and Junior
Term Loan Facility tranches attributable to that Security Vessel, including any accrued interest.All Mandatory Prepayments will be made together with accrued interest and any associated breakage
costs (which shall be for the account of the relevant Borrower(s)), and will reduce future scheduled
Senior and Junior Repayments on a pro-rata basis together with the relevant balloon payment(s).GENERAL FACILITY
TERMSCLOSING DATE
    
    The date upon which definitive legal documentation evidencing the Facilities shall be duly
executed, but no later than 31st March 2010.INTEREST RATE/PERIODS
    
    Subject to the provisions set out in Hedging below, drawings under the Facilities will be
maintained as Eurodollar loans, which will bear interest at the LIBOR Rate for the respective Interest
Period plus the Applicable Margin plus Mandatory Cost (as applicable). Each Interest Period shall, at
the Borrowers option, be for three or six months, or such other Interest Period as the
Agent may agree, provided that the maximum period between payments of Interest shall be 3 months.HEDGING
    
    Existing hedging instruments, as applicable respectively to the Senior and Junior Term Loan
Facility, to be rolled into new Facility. Provisions of existing Senior Facility Interest Rate Hedging
Strategy Letter, and Junior Facility Interest Rate Hedging Strategy Letter, both dated 13th
December 2007, to remain in place.APPLICABLE MARGIN
    
    Prior to the Initial Delivery Date (in respect of Hull N213), and the Final Delivery Date (in
respect of Hull N216), the Applicable Margin shall, in respect of the Senior Term Loan, be 350bps per
annum and, in respect of the Junior Term Loan, 550bps per annum.The Applicable Margin, following the delivery of each Security Vessel, shall be referable to the
security coverage, calculated by means of the Security Maintenance Test, and as evidenced in the
latest Compliance Certificate, and applied from the next Interest Period after production of the
Compliance Certificate:
 Security Coverage
    
    Senior Term Loan
    
    Junior Term Loan<115%
    
    340bps per annum
    
    520bps per annum115%-129.9%
    
    320bps per annum
    
    490bps per annum>=130%
    
    275bps per annum
    
    450bps per annum
 AGENCY FEE
    
    US$10,000 per annum, payable in advance on the Closing Date, and on the anniversary of
the Closing Date thereafter until Final Maturity Date.GUARANTEE FEE
    
    Applicable Margin on all Payment Guarantees issued, payable quarterly in advance.COMMITMENT FEE
    
    50% of the Applicable Margin payable quarterly in arrears on undrawn commitments under the Senior
Term Loan Facility and Junior Term Loan Facility from the Closing Date.
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ARRANGEMENT FEE
    
    0.85% of the aggregate of the Senior Facility Amount and Junior Facility Amount, payable as to
50% on the Closing Date, with the remaining 50% payable on the first anniversary of the Closing
Date.SECURITY
    
    The security package for the Senior Term Loan Facility shall be usual and customary for a
facility of this type, including but not limited to:
 Pre-Delivery
    
    First priority assignment of the Refund Guarantees, both in a form and from counterparties
acceptable to the Agent, as security for the yard instalments to be made prior to delivery of the
Security Vessels;
    
    First priority assignment of any inter-company loan agreements to which the Borrowers are
a party;
    
    First priority assignment of the Shipbuilding Contracts for Hulls N213 & N216;
    
    First priority assignment of the Initial Vessel Charters (as hereinafter described);
    
    First priority assignment of any pre-delivery insurances taken by the Borrower(s), or
Corporate Guarantor;
    
    First priority pledge of the shares of the Borrowers; and,
    
    Unconditional and irrevocable on-demand guarantee from the Corporate
Guarantor.Post-Delivery
    
    First priority cross-collateralised mortgage over each Security Vessel;
    
    First priority assignment of all Security Vessels insurances and requisition
compensation;
    
    First priority assignment of all earnings of the Security Vessels and relevant charter
contracts, including specific assignment of the Initial Vessel Charters;
    
    First priority pledge over all relevant bank accounts of the Borrowers, which accounts
shall be established and maintained with, and pledged in favour of, the Agent & Security
Trustee;
    
    First priority pledges of the shares of the Borrowers;
    
    Ship Managers Undertaking; and,
    
    Unconditional and irrevocable on-demand guarantee from the Corporate
Guarantor.The Junior Lenders under the Junior Term Loan Facility shall benefit from a second priority
interest over the same security package both pre and post-delivery. Interest rate swaps (limited to
the amount and tenor of the Senior and Junior Term Loan Facilities) to be secured under first and
second priority mortgages, but ranked behind the Senior and Junior Term Loan Facilities,
respectively, in terms of priority.CPs TO CLOSING
    
    Usual and customary for a facility of this type, including but not limited to:
Documentation and security to be finalised in form and substance acceptable to the Senior Lenders and
Junior Lenders;
Time charter to be confirmed, in respect of Hull No. N213, for a minimum period of five years from
delivery (plus two 1-year extension options) with Nippon Yusen Kabushiki Kaisha of Japan at a minimum
daily net charter rate of US$28,710 and, in respect of Hull No. N216, for a minimum period of six
years 10 months (plus 4 months extension option) from delivery with Gujarat NRE Coke Ltd. at a
minimum
 Page 6 of 12




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daily net charter rate of US$27,300, in form and substance acceptable to the Agent (the
Initial Vessel Charters), provided that the Initial Vessel Charters shall have charter
laycan dates that expire at least one Business Day after the relevant Availability
Expiry Date;Borrowers to open two earnings bank accounts (one per Borrower), and a retention
bank account, with the Agent, which shall be pledged in favour of the Agent &
Security Trustee;Borrowers to have reached agreement with the Shipyard, in form and substance
satisfactory to the Lenders, regarding the resolution of the existing Bhatia payment
guarantees, issued in favour of the Shipyard in respect of the 4th and 5th instalments,
in respect of each Security Vessel, under the relevant shipbuilding contract(s);Receipt of satisfactory legal opinions;No material adverse change in the financial condition of the Borrowers or Corporate
Guarantor;No outstanding litigation.All Know your Customer documentation in relation to the Borrowers and
Corporate Guarantor to be provided in accordance with the Senior and Junior
Lenders anti-money laundering regulations, including receipt of documentation
evidencing an ownership structure over the Security Vessels that proves satisfactory
to the Senior and Junior Lenders;Terms and conditions of the Junior Term Loan Facility to be acceptable to the Senior
Lenders, and a Co-ordination Agreement between the Senior and Junior Lenders to be
in all respects acceptable to the Senior Lenders;All costs, fees and expenses (including, without limitation, legal fees and expenses)
payable to the Senior and Junior Lenders or payable in respect of the Facilities, shall
have been paid to the extent due; and,All necessary relevant governmental and third party approvals and/or consents in
connection with the Facilities shall have been obtained and remain in effect, and all
waiting periods shall have expired without any action being taken by any competent
authority, which, in the judgement of the Senior and/or Junior Lenders, restrains,
prevents, or imposes materially adverse conditions upon the consummation of the
Facilities. Additionally, there shall not exist any judgement, order, injunction or other
restraint prohibiting or imposing materially adverse conditions upon the Facilities.CPs TO DELIVERY
    
    Usual and customary for a facility of this type, including but not limited to:Satisfactory Classification and Flag State records pertaining to the Security Vessels,
including a copy of the Ship Managers Document of Compliance and Safety
Management Certificate;Certified copies of, inter alia, all Ship Management Agreements and any other
relevant Vessel Agreements, the terms of which to be acceptable to the Senior and
Junior Lenders in all respects;Marine Insurances for the Security Vessels (including: (a) Hull & Machinery; (b)
Protection & Indemnity; (c) War Risks; and (d) MII and MAP) to be placed in
acceptable markets and be reviewed and deemed acceptable to the Senior and Junior
Lenders by the Insurance Consultant, at the Borrowers expense.No maritime liens, possessory liens or other encumbrances to exist over the Security
Vessels.Compliance with all present and future environmental regulations.
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ONGOING CONDITIONS
  FINANCIAL 
COVENANTS
    
    The Borrowers and Corporate Guarantor, from the Initial Delivery Date and the Closing
Date respectively, to issue a covenant compliance certificate quarterly with regard to their
respective covenant obligations, confirming compliance with the following financial and
other undertakings:-
    
    Borrowers: The FMV of the Security Vessels, free of any charterparty, as determined on
the drawdown date relevant to each Security Vessel at delivery, and every six months
thereafter for the duration of the Facility (the Security Maintenance Test), to evidence
minimum security coverage (on an aggregated Senior and Junior Term Loan basis) as
follows:      Up to and including the second anniversary of Final Delivery Date, 115%;
provided that any breach of this covenant during the aforementioned period shall
not constitute an Event of Default, but shall result in a) the immediate cessation of
distribution by the Borrowers of any dividends/loans/other forms of distribution
until the date falling six months after the date on which the FMV of the Security
Vessels again meets the Security Maintenance Test (except where such compliance
is restored, in full, through Facility prepayment, or the provision of additional
security (in form and substance acceptable to the Majority Lenders), and b) on a
quarterly basis, 100% of the net cash flow generated by the Security Vessels
(Income minus the sum of reasonably and properly incurred a) operating costs
(including dry dock provision), b) general & administrative expenses, c)
management fees, d) scheduled principal repayments, e) interest paid (including,
for the avoidance of doubt, any swap payments payable by the Borrowers
pursuant to the hedging instruments in effect pursuant to the documentation
specified in Hedging above) shall be applied in Mandatory Prepayment of the
Facility in inverse order of maturity for so long as the breach subsists;      thereafter, according to the following matrix:
 Period following Final Delivery Date
    
    Minimum Security CoverageFrom 2nd anniversary up to 3rd anniversary
    
    
    120
    %From 3rd anniversary up to 4th anniversary
    
    
    125
    %From 4th anniversary to Final Maturity Date
    
    
    130
    %
 In the event of a breach of the Security Maintenance Test following the second
anniversary of the Final Delivery Date, the Borrowers will be obliged, in an amount
sufficient to remedy such breach, to either i) prepay the Senior Term Loan Facility, or ii)
provide additional security (in form and substance acceptable to the Agent), such security
to remain in place for a period of at least six months after the date on which the FMV of
the Security Vessels again meets the Security Maintenance Test.
FMV to be determined by the average of two desk-top valuations in relation to a Security
Vessel dated no earlier than 4 weeks prior to the date of such calculation, provided by
brokers appointed by the Agent (from a panel of brokers to be agreed).
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-
    
    The Borrowers shall, on a consolidated basis, at all times maintain minimum liquidity with Agent &
Security Trustee of US$750,000 per Security Vessel (the Minimum Liquidity Amount),PROVIDED THAT:a)      Where the Security Maintenance Test, undertaken on the drawdown date relevant to each Security
Vessel at delivery, demonstrates a minimum security coverage of at least 115%, the relevant Borrower
shall only be required to establish minimum liquidity of US$250,000 per Security Vessel (on a
consolidated basis) in the Earnings Account(s) of the relevant Security Vessel(s) from such drawdown
date and, subject to continuing compliance with the minimum security coverage covenant, to retain
all surplus earnings payable to the Borrowers within such Earnings Account(s) until the Minimum
Liquidity Amount is reached.b)      If, as at the date falling nine (9) months after the delivery drawdown date applicable to any
Security Vessel (the Minimum Liquidity Threshold Date),the Minimum Liquidity Amount has not been
reached, the Borrowers shall be immediately obliged to deposit an amount, sufficient to comply with
the requirement for minimum liquidity of $750,000 per Security Vessel, into the Earnings Account(s)
of the Borrowers.c)      If, at any time during the Facility term, the minimum security coverage covenant is breached,
the Borrowers shall immediately be required to deposit an amount, sufficient to comply with the
requirement for minimum liquidity (on a consolidated basis) of $750,000 per Security Vessel, into
the Earnings Account(s) of the Borrowers.-
    
    The Corporate Guarantor to maintain a minimum ratio of EBITDA to Total Debt Service Expense,
calculated on a trailing four-quarter basis, as follows:      As from financial quarter ending 30th September 2012, 1.10:1.00; and,      As from financial quarter ending 30th September 2013 onwards, 1.20:1.00.-
    
    The Corporate Guarantor, on a consolidated basis, to maintain positive working capital at all
times, including the notional (mark-to-market) cost of derivatives.-
    
    The Corporate Guarantor to maintain minimum liquidity equivalent to 5% of Total Indebtedness in
unrestricted cash throughout the term of the Facility, to be tested on a quarterly basis and to
include, for the purposes of calculation, the minimum liquidity held with Agent & Security Trustee
of US$750,000 per Security Vessel.-
    
    The Corporate Guarantor to maintain a minimum Equity Ratio of not less than:      As from financial quarter ending 30th September 2012, 25%; and,      As from financial quarter ending 30th September 2013 onwards, 30%.OTHER RELATEDCOVENANTS
    
    Including but not
limited to:-
    
    Maintenance of acceptable Classification Certificates, Flag Registration and other essential
Security Vessel certification;-
    
    Maintenance of acceptable Hull and Machinery and War Risks insurances for a minimum amount of the
higher of FMV or 120% of the total outstandings under the Facilities at any time. MII for a minimum
amount of the higher of FMV or 110% of the total outstandings under the Facilities at any time;-
    
    The Security Vessels to be operated in compliance with all laws and regulations including ISM and
ISPS code;-
    
    Notification of any default and material litigation;-
    
    Material Adverse Change of the Corporate Guarantor;
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No change in legal or beneficial ownership of the Borrowers without the consent of all the
Senior and Junior Lenders;-
    
    The Borrowers shall procure that at all times:      Grandunion Inc., or such other company or corporation nominated by it and
acceptable to the Lenders in their sole and absolute discretion (the AMT
Purchaser), maintains legal and beneficial ownership of the Corporate Guarantor
of not less than 10% of the issued shares in the capital of the Corporate Guarantor
which entitle the owner to vote at general meetings of the Corporate Guarantor;      Michael Zolotas and Nicholas Fistes together beneficially own not less than 50.1%
of the voting share capital of the AMT Purchaser;      Michael Zolotas remains the Chief Executive Officer of the Corporate Guarantor; and,Nicholas Fistes remains the Chairman and President of the Corporate Guarantor.-
    
    The Borrowers are prohibited from incurring further indebtedness (other than unsecured
trade credit in the ordinary course of business) or owning any additional assets other than
the Security Vessels;-
    
    The Borrowers and Corporate Guarantor to submit annual audited accounts within 180
days of the financial year end and unaudited quarterly accounts within 60 days of fiscal
quarter end. Such accounts to be accompanied by a Covenant Compliance Certificate.-
    
    The Security Vessels will comply with the trade sanction laws and regulations applicable
to each Lender.-
    
    Such additional covenants, undertakings or negative pledges as are appropriate under the
circumstances.DIVIDEND &
SHARE CAPITAL 
RESTRICTIONS
    
    -
    
    Other than with the prior written consent of all the Senior and Junior Lenders, the
Borrowers may not purchase or otherwise acquire for value any shares of its capital or, for
so long as:the Equity Ratio is less than 30%; and,security coverage, as calculated by means of the Security Maintenance Test, is less than
one hundred      and forty per cent (140%) of the amount outstanding under the Facilities;declare or make distributions in the form of dividends, intercompany loans or other forms
of distribution, and provided further that no breach of covenant, event of default, or
potential event of default, has occurred, or would occur as a result of such
dividends/intercompany loans/other form of distribution being declared or distributed.EVENTS OF DEFAULT
    
    
    
    Usual and customary for a facility of this type, including inter alia:-
    
    Payment default (which, for the avoidance of doubt, shall, inter alia, include non-
reimbursement by the Corporate Guarantor of any drawings made under the Payment
Guarantees, and any default arising under any hedging arrangements);-
    
    Breach of covenants/material inaccuracy of representations and warranties;-
    
    Failure to maintain acceptable insurances;-
    
    Change of control of one or more of the Borrowers, or Corporate Guarantor;-
    
    Cross Default with respect to the other obligations of the Borrowers or Corporate
Guarantor (to, inter alia, include, for the avoidance of doubt, any breach of the provisions
of the Bond Issue [to be defined as the issue by the Corporate Guarantor of the
US$145,000,000 senior unsecured, unlisted and unrated convertible 7% notes purchased
by the Bond Agent] by the Bond Agent and/or the Corporate Guarantor and/or there
occurs a Fundamental Change pursuant to the Fundamental Change Put Option as
described in the Bond Issue);
 Page 10 of 12




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-
    
    Material Adverse Change in the financial condition of one or more of the Borrowers or
Corporate Guarantor;-
    
    One or more of the Borrowers, or Corporate Guarantor, filing for bankruptcy, insolvency,
administration etc.;-
    
    The arrest or detention of any Security Vessel if not rectified within a period of 30 days; or,-
    
    With respect to the Corporate Guarantor:      any Borrower ceases to be a wholly-owned subsidiary of the Corporate Guarantor;      the Corporate Guarantor (without the prior written consent of the Lenders) ceases to be a
listed company on NASDAQ or other stock exchange acceptable to the Agent;      the legal and beneficial shareholding of the AMT Purchaser in the Corporate Guarantor falls
below 10% of the issued shares in the capital of the Corporate Guarantor which entitle the owner
to vote at general meetings of the Corporate Guarantor; and/or,      the legal and beneficial shareholding of Michael Zolotas and Nicholas Fistes together in
the AMT Purchaser falls below 50.1% of the voting share capital of the AMT Purchaser-
    
    Termination or cancellation of any employment contract(s) in respect of the Security Vessels
including, for the avoidance of doubt, the Initial Vessel Charters, or any Ship Management
Agreement.
 EXPENSES
    
    The Borrowers to reimburse the Agent (on a full indemnity basis) for all legal, valuation,
diligence and other charges/expenses (+VAT) in connection with the negotiation, preparation and
execution of the facility agreement, and executing, protecting, preserving and enforcing the
security whether or not facilities are made available.DOCUMENTARY 
CLOSING
    
    If, for whatever reason, the parties have been unable to agree to and enter into definitive
documentation prior to 31st March 2010, then this Term Sheet shall be deemed to have expired
unless extended in writing by the Senior and Junior Lenders at their sole and absolute
discretion.TRANSFERABILITY
    
    In minimum amounts of US$1,000,000 and multiples of US$500,000.ASSIGNMENTS
    
    Neither the Borrowers nor the Corporate Guarantor may assign any of its rights or obligations
under the Facilities without the prior written consent of the Lenders. Any Lender may assign,
and may sell participations in, its rights and obligations under the Facilities, subject:(a) in the case of participations, to customary restrictions on the voting rights of the
participants; and(b) in the case of assignments, to such limitations as may be established in the definitive
credit documentation, including, without limitation, (i) so long as no default or event of
default then exists under the Facilities, the consent of the Borrowers (which consent shall
not be unreasonably withheld or delayed), (ii) a minimum assignment amount of US$5
million, (iii) the approval of the Agent and (iv) payment to the Agent of a US$3,000
assignment fee.The Facilities shall provide for a mechanism, which will allow for each assignee to become a
direct signatory to the Facilities and will relieve the assigning Lender of its obligations with
respect to the assigned portion of its obligations under the Facilities.
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Notwithstanding the foregoing provisions, a Lender may freely assign any of its rights
under the Facilities or transfer by novation any of its rights and obligations under these
Facilities to any other branch, subsidiary or related party of that Lender.DISCLOSURE
    
    Financial institutions may disclose information to a proposed assignee subject to a
confidentiality agreement.GOVERNING LAW
    
    All agreements shall be subject to English Law.JURISDICTION
    
    English courts or any other courts of competent jurisdiction.
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