ex10_13.htm


    
      
        

      

    

    Exhibit
10.13

     

    
      
      

      CREDIT FACILITY
AGREEMENT

    

    
    

     

    FOR
AN AMOUNT OF UP TO USD 18,000,000

    
      


    

    
      


    

    
      between

    

    
      


    

    
      


    

    
      DEEPOCEAN
SHIPPING AS 

      as
Borrower.

       

    

    
      DEEPOCEAN
ASA

    

    
      as
Guarantor

    

    
      


    

    
      


    

    
      and

    

    
      


    

    
      


    

    
      NORDEA
BANK NORGE ASA as Agent and arranger,

    

    
      


    

    
      


    

    
      and

    

    
      


    

    
      


    

    
      THE
FINANCIAL INSTITUTIONS

      LISTED
IN SCHEDULE 1

    

    
      as
Banks

    

    
      


    

    
      


    

    
      Dated 19
November 2007

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Table of Contents

    


    
      
        
          	
                  
                    1

                  

                	
                  
                    PURPOSE

                  

                	
                  3

                
	
                  
                    2

                  

                	
                  
                    INTERPRETATION

                  

                	
                  3

                
	
                  
                    3

                  

                	
                  
                    CONSTRUCTION

                  

                	
                  8

                
	
                  
                    4

                  

                	
                  
                    COMMITMENT

                  

                	
                  8

                
	
                  
                    5

                  

                	
                  
                    AVAILABILITY
      AND DRAWDOWN

                  

                	
                  9

                
	
                  
                    6

                  

                	
                  
                    CONDITIONS
      PRECEDENT

                  

                	
                  9

                
	
                  
                    7

                  

                	
                  
                    INTEREST

                  

                	
                  10

                
	
                  
                    8

                  

                	
                  
                    REPAYMENT...

                  

                	
                  11

                
	
                  
                    9

                  

                	
                  
                    OPTIONAL
      PREPAYMENT/CANCELLATION

                  

                	
                  11

                
	
                  
                    10

                  

                	
                  
                    MANDATORY
      PREPAYMENT

                  

                	
                  11

                
	
                  
                    11

                  

                	
                  
                    SET-OFF

                  

                	
                  12

                
	
                  
                    12

                  

                	
                  
                    PAYMENTS
      AND CALCULATIONS

                  

                	
                  12

                
	
                  
                    13

                  

                	
                  
                    SECURITY

                  

                	
                  13

                
	
                  
                    14

                  

                	
                  
                    REPRESENTATIONS
      AND WARRANTIES

                  

                	
                  14

                
	
                  
                    15

                  

                	
                  
                    COVENANTS
      AND UNDERTAKINGS

                  

                	
                  15

                
	
                  
                    16

                  

                	
                  
                    EVENTS
      OF DEFAULT

                  

                	
                  19

                
	
                  
                    17

                  

                	
                  
                    CHANGES
      IN CIRCUMSTANCE

                  

                	
                  21

                
	
                  
                    18

                  

                	
                  
                    FEES
      AND COSTS

                  

                	
                  22

                
	
                  
                    19

                  

                	
                  
                    CURRENCY
      INDEMNITY

                  

                	
                  22

                
	
                  
                    20

                  

                	
                  
                    TRANSFER
      AND PARTICIPATION

                  

                	
                  23

                
	
                  
                    21

                  

                	
                  
                    GUARANTEE
      AND INDEMNITY

                  

                	
                  23

                
	
                  
                    22

                  

                	
                  
                    AGENCY

                  

                	
                  26

                
	
                  
                    23

                  

                	
                  
                    NOTICES
      AND MISCELLANEOUS

                  

                	
                  28

                
	
                  
                    24

                  

                	
                  
                    LAW
      AND JURISDICTION

                  

                	
                  29

                
	
                  
                    25

                  

                	
                  
                    SIGNATURES

                  

                	
                  29

                


        

      

    

    
       

       

    

    
      
        
          
            	
                     SCHEDULES

                  	 
	 	 
	
                    
                      1.

                    

                  	
                    
                      List
      of Banks and Financial Institutions

                    

                  
	
                    
                      2.

                    

                  	
                    
                      Conditions
      Precedent

                    

                  
	
                    
                      3.

                    

                  	
                    
                      Form
      of Drawdown Notice

                    

                  
	
                    
                      4.

                    

                  	
                    
                      Form
      of Certificate of Compliance

                    

                  
	
                    
                      5.

                    

                  	
                    
                      Form
      of Assignment Agreement

                    

                  
	
                    
                      6.

                    

                  	
                    
                      Form
      of Isle of Man First Priority Mortgage

                    

                  
	
                    
                      7.

                    

                  	
                    
                      Form
      of Deed of
Covenants

                    

                  


          

        

      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    
       

      This
credit facility agreement (the "Loan Agreement") has been
entered into on this 19th day of
November 2007 between:

       

    

    
      


    

    
      
        	
                (1)

              	
                DeepOcean Shipping AS, a
      Norwegian limited company registered with company registration number 979
      456 107 with its registered address at Stoltenberggaten 1, 5527 Haugesund,
      Norway (the "Borrower");

              


      

    

    
      


    

    
      
        	
                (2)

              	
                DeepOcean ASA, a
      Norwegian limited company registered with company registration number 980
      722 805 with its registered address at Stoltenberggaten 1, 5527 Haugesund,
      Norway (the "Guarantor");

              


      

    

    
      


    

    
      
        	
                (3)

              	
                The
      financial institutions listed in Schedule 1 as banks, including their
      successors in title and assignees and transferees (the "Banks");
      and

              


      

    

    
      


    

    
      
        	
                (4)

              	
                Nordea Bank Norge ASA,
      PO Box 1166 Sentrum, 0107 Oslo, Norway (the "Agent").

              


      

    

    
      


    

    
       

      WHEREAS:

    

    
      


    

    
      
        	
                (A)

              	
                Pursuant
      to a loan agreement dated 20 December 2004 (as later amended) the Borrower
      has taken up a term loan facility in the original amount of USD
      12,329,212.39 and a revolving credit facility in the original amount of
      USD 3,600,000 (the "Original Loan") for the
      purpose of re-financing the acquisition and refurbishment of MV Atlantic
      Challenger, an offshore construction vessel of 3,372 dwt built in 1990 and
      rebuilt in 1999 (the
"Vessel").

              


      

    

    
      


    

    
      
        	
                (B)

              	
                The
      Borrower wishes to refinance the Original Loan, and the Banks have agreed
      to provide such refinancing, on the terms and conditions of this Loan
      Agreement.

              


      

    

    
      


    

    
       

      NOW
THEREFORE IT IS HEREBY AGREED as follows:

    

    
      


    

    
      
        	
                1

              	
                PURPOSE

              


      

    

    
      


    

    
      
        	
                1.1

              	
                The
      Banks have, according to the terms and conditions set out in this Loan
      Agreement, agreed to make available to the Borrower a credit facility in
      the maximum amount of USD 18,000,000 for the purpose of assisting the
      Borrower in refinancing of the Original
Loan.

              


      

    

    
      


    

    
      
        	
                1.2

              	
                The
      Borrower's obligations pursuant to his Loan Agreement shall be guaranteed
      by the Guarantor as further described
herein.

              


      

    

    
      


    

    
      
        	
                2

              	
                INTERPRETATION

              


      

    

    
      


    

    
      
        	
                2.1

              	
                In
      this Loan Agreement, unless the context otherwise requires, the following
      capitalized words and expressions shall have the meaning set opposite them
      below:

              


      

    

    
       

    

    
      
        
          
            	
                    
                      "Assignment
      Agreement"

                    

                  	
                    
                      the
      assignment agreement between the Agent and the
      Borrower, substantially in the form set out in Schedule
      5.

                    

                  


          

        

      

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      
        
          
            	
                    
                      "Assignment
      of Earnings"

                    

                  	
                    
                      the
      assignment of the Earnings as set out in the Assignment
      Agreement.

                    

                  
	 	 
	
                    
                      "Assignment
      of Insurances"

                    

                  	
                    
                      the
      assignment of the Vessel's insurances as set out in the Assignment
      Agreement.

                    

                  
	 	 
	
                    
                      "Banking
      Day"

                    

                  	
                    
                      any
      day on which dealings in deposits of USD are carried on in the London
      Interbank Eurocurrency Market and on which banks are open for business in
      Oslo and London,

                    

                  
	 	 
	
                    
                      "Banks"

                    

                  	
                    
                      each
      and all of the lenders as set forth in Schedule
1.

                    

                  
	 	 
	
                    
                      "Certificate
      of Compliance"

                    

                  	
                    
                      the
      certificate to be delivered by the Guarantor pursuant to Clause 15.3,
      substantially in the form set out in Schedule 4.

                    

                  
	 	 
	
                    
                      "Commitment"

                    

                  	
                    
                      the
      Banks' commitment to make available to the Borrower a term loan facility
      in the maximum amount of up to USD 18,000,000 to the extent not cancelled
      or reduced pursuant to the terms and conditions of this Loan
      Agreement.

                    

                  
	 	 
	
                    
                      "Deed
      of Covenants"

                    

                  	
                    
                      the
      deed of covenants related to the Mortgage, substantially in the form set
      out in Schedule 7 hereto.

                    

                  
	 	 
	
                    
                      "Drawdown
      Date"

                    

                  	
                    
                      the
      Banking Day on which the Commitment is drawn by the Borrower, such date to
      be agreed between the Borrower and the Agent but not to be later than 30
      November 2007.

                    

                  
	 	 
	
                    
                      "Drawdown
      Notice"

                    

                  	
                    
                      the
      irrevocable notice of drawdown from the Borrower as required by Clause 5.1
      (b) and substantially in the form as set out in Schedule
      3.

                    

                  
	 	 
	
                    
                      "Earnings"

                    

                  	
                    
                      all
      (i) hire payable to the Borrower for the use of the Vessel, (ii)
      compensation payable to the Borrower in the event of requisition of the
      Vessel, (iii) remuneration for salvage and other services performed by the
      Vessel payable to the Borrower, (iv) demurrage and retention moneys
      receivable by the Borrower in relation to the Vessel, (v) damage for
      breach (or payments for variation or termination) of any contract of
      employment of the Vessel and (vi) other monies whatsoever due or to become
      due to the Borrower from any third parties in respect of the Vessel or
      otherwise.

                    

                  


          

        

      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      
        
          	
                  
                    "Environmental
      Laws"

                  

                	
                  
                    all
      national, international and state laws, rules, regulations, treaties and
      conventions applicable to the Vessel and, pertaining to the pollution or
      protection of human health or the environment including, without
      limitation, the carriage of Pollutants and actual or threatened emissions,
      spills, releases or discharges of Pollutants.

                  

                
	 	 
	
                  
                    "Event
      of Default"

                  

                	
                  
                    each
      event defined as an Event of Default in Clause
16.

                  

                
	 	 
	
                  
                    "Factoring
      Agreement"

                  

                	
                  
                    the
      factoring agreement in respect of the Borrower's earnings in the amount of
      NOK 190,000,000 entered into between the Borrower and Bergensbanken ASA 8
      January 1999 and assigned 21 December 2004 to the
    Agent.

                  

                
	 	 
	
                  
                    "Finance
      Documents"

                  

                	
                  
                    this
      Loan Agreement, the Security Documents and any document or agreement from
      time to time entered into pursuant to the terms of any such
      document.

                  

                
	 	 
	
                  
                    "Final
      Maturity Date"

                  

                	
                  
                    the
      date falling on the fourth anniversary of the Drawdown Date. If such date
      is not a Banking Day the Final Maturity Date shall be the first following
      Banking Day unless it would thereby fall in a new calendar month in which
      case it shall be the first preceding Banking Day.

                  

                
	 	 
	
                  
                    "GAAP"

                  

                	
                  
                    the
      generally accepted accounting principles in Norway, including the
      international Financial Reporting Standards
  (IFRS).

                  

                
	 	 
	
                  
                    "Group
      "

                  

                	
                  
                    the
      Guarantor and its Subsidiaries

                  

                
	 	 
	
                  
                    "Interest
      Payment Date"

                  

                	
                  
                    the
      last day of each Interest Period or if the Agent and the Banks should
      consent to longer Interest Periods than six (6) months, the last Banking
      Day of each six months period during that Interest Period and the last day
      of that Interest Period save as provided by Clause
    7.2.

                  

                
	 	 
	
                  
                    "Interest
      Period"

                  

                	
                  
                    each
      period for the calculation of interest on the Loan as described in Clause
      7.2.

                  

                
	 	 
	
                  
                    "ISDA
      Agreement"

                  

                	
                  
                    The
      master hedging agreement by the International Swap Dealers Association
      Inc. including the relevant schedule(s) thereto and any other related
      document and/or agreement all with terms and conditions acceptable to the
      Swap Provider and the
Agent.

                  

                


        

      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      
        
          
            	
                    
                      "ISM
      Code"

                    

                  	
                    
                      the
      International Safety Management Code for the Safe Operation of Ships and
      for Pollution Prevention constituted pursuant to Resolution A.741 (18) of
      the International Maritime Organisation and incorporated into the Safety
      of Life Sea Convention and include any amendments or extensions of it and
      any regulation issued pursuant to it.

                    

                  
	 	 
	
                    
                      "LIBOR"

                    

                  	
                    
                      for
      any Interest Period:

                    

                  
	 	 
	 
      	 (a)	
                    
                      the
      rate per annum equal to the offered

                    

                    
                      quotation
      for deposits in USD ascertained by the Agent to be the rate established by
      the British Bankers' Association and appearing on the Reuter page LIBOR 01
      (or its replacement), published or reported by Reuter through its monitor
      service or any equivalent successor to such service at or about 11:00
      hours a.m. (London time) on the applicable Quotation Date;
      or

                    

                  
	 	 
	 
      	 (b)
      	
                    
                      if
      no such rate is available, the rate per

                    

                    
                      annum
      at which the Agent is able to acquire the relevant currency for the
      relevant Interest Period in the London Interbank Market at about 1.1.00
      hours a.m. (London time) on the applicable Quotation Date, as conclusively
      certified by the Agent to the Borrower.

                    

                  
	 	 
	
                    
                      "Loan"

                    

                  	
                    
                      the
      total aggregate amount outstanding from time to time hereunder, including
      but not limited to accrued interest, fees, costs and any amount due or to
      become due and payable hereunder.

                    

                  
	 	 
	
                    
                      "Majority
      Banks"

                    

                  	
                    
                      any
      Banks whose contribution to the Loan totals more than 67 % of the
      Loan.

                    

                  
	 	 
	
                    
                      "Margin"

                    

                  	
                    
                      0.80
      % (zero point eighty per cent) per annum.

                    

                  
	 	 
	
                    
                      "Market
      Value"

                    

                  	
                    
                      the
      fair market value of the Vessel in USD determined as the arithmetic
      average of independent valuations of the Vessel obtained from two
      independent and well-reputed brokers appointed by the Agent on behalf of
      the Banks and accepted by the Borrower. Such valuations to be made with or
      without physical inspection of the Vessel (as the Agent may require), on
      the basis of a sale for prompt delivery for cash at arm's length on normal
      commercial terms as between a willing buyer and seller, on an "as is where
      is" basis free of any existing charters or other contract of
      employment.

                    

                  


          

        

      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      
        
          
            
              	
                      
                        "Mortgage"

                      

                    	
                      
                        the
      first priority mortgage on the Vessel to be executed by the Borrower in
      favour of the Agent (on behalf of the Banks) as security for its
      obligations under this Loan Agreement and being registered against the
      Vessel in its ships registry, substantially in the form set out in
      Schedule 6.

                      

                    
	 	 
	
                      
                        "Principal"

                      

                    	
                      
                        the
      principal amount outstanding hereunder.

                      

                    
	 	 
	
                      
                        "Repayment
      Date"

                      

                    	
                      
                        each
      date falling at quarterly consecutive intervals starting at 3 months after
      the Drawdown Date and ending on the Final Maturity
    Date.

                      

                    
	 	 
	
                      
                        "Safety
      Regulations"

                      

                    	
                      
                        all
      applicable safety and other regulations and as required by the
      classification society, the flag state or such jurisdictions where the
      Vessel will be employed under any charter or otherwise from time to
      time.

                      

                    
	 	 
	
                      
                        "Security
      Documents"

                      

                    	
                      
                        the
      security documents specified in Clause 13.

                      

                    
	 	 
	
                      
                        "Subsidiary"

                      

                    	
                      
                        a
      subsidiary as defined in Section 1 -3 of the Norwegian Private Limited
      Liability Companies Act 1997 No. 45 (as amended)
      ("aksjeloven").

                      

                    
	 	 
	
                      
                        "Swap
      Provider"

                      

                    	
                      
                        the
      provider of the relevant interest rate hedge (swap) for the Borrower, on
      the terms and conditions of the ISDA Agreement, being Nordea Bank Finland
      Plc. or any other swap provider acceptable to the
    Agent.

                      

                    
	 	 
	
                      
                        "Taxes"

                      

                    	
                      
                        any
      present or future taxes, levies, duties, imposts, charges, fees,
      deductions or withholdings levied or imposed by any governmental or other
      public taxing or similar authority.

                      

                    
	 	 
	
                      
                        "Total
      Loss"

                      

                    	
                      
                        a
      total loss as any occurrence in consequence whereof the Vessel has become
      or is likely to become a total loss which expression shall
      include;

                      

                    
	 	 
	 
      	 (a)
      	
                      
                        any
      actual, constructive, agreed,

                      

                      
                        compromised
      or arranged total loss of the Vessel; or

                      

                    
	 	 
	 
      	 (b)
      	
                      
                        requisition
      for title or any other compulsory acquisition of the Vessel;
      or

                      

                    
	 	 
	 
      	 (c)
      	
                      
                        any
      other event which the insurers consider at total
    loss.

                      

                    
	 	 
	
                      
                        "USD"

                      

                    	
                      
                        the
      lawful currency of the United States of
  America.

                      

                    


            

          

        

      

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      
        
          	
                  
                    "Vessel"

                  

                	
                  
                    MV
      Atlantic Challenger, a 1990 built and 1999 rebuilt offshore construction
      vessel of 3,372
dwt.

                  

                


        

      

    

    
      


    

    
      


    

    
      
        	
                3

              	
                CONSTRUCTION

              


      

    

    
      


    

    
      
        	
                3.1

              	
                In
      this Loan Agreement, unless the context or any express provisions of this
      Loan Agreement otherwise
requires:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                words
      importing the singular shall include the plural and vice versa. In
      particular, for so long as it is the only Bank, references to the Banks
      and/or the Majority Banks shall be construed as a reference to Nordea Bank
      Norge ASA.;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                reference
      to any party shall be deemed to be a reference to or include, as
      appropriate, their respective permitted successors and assigns or
      transferees;

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                references
      to Clauses and Schedules are references to clauses and schedules to this
      Loan Agreement;

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                all
      references to statutes and other legislation include all modifications,
      re-enactments and amendments
thereof;

              


      

    

    
      


    

    
      
        	
              	
                (e)

              	
                a
      reference to this Loan Agreement or to any other agreement or document
      shall be construed as including a reference to all permitted amendments
      and/or variations thereof or supplements thereto from time to time in
      force.

              


      

    

    
      


    

    
      


    

    
      
        	
                4

              	
                COMMITMENT

              


      

    

    
      


    

    
      
        	
                4.1

              	
                The
      obligation of each Bank under this Loan Agreement shall be to contribute
      that proportion of the Loan which its commitment bears to the total of the
      Commitment of all Banks.

              


      

    

    
      


    

    
      
        	
                4.2

              	
                Subject
      to the provisions related to the Majority Banks' decisions as set out
      herein, the obligations of each Bank are several, but not joint. The
      failure of any Bank to perform such obligations shall not relieve any
      other Bank, the Agent or the Borrower of any of their respective
      obligations or liabilities under this Loan Agreement or the Security
      Documents nor shall the Agent be responsible for the obligations of any
      Bank (except for its own obligations, if any, as a Bank) nor shall any
      Bank be responsible for the obligations of any other Bank under this Loan
      Agreement.

              


      

    

    
      


    

    
      
        	
                4.3

              	
                The
      obligations of the Borrower under this Loan Agreement and the Security
      Documents shall not be affected
by:

              


      

    

     

    
      
        	
              	
                (a)

              	
                any
      time or waiver granted to or composition with any third
    party;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                any
      failure to enforce any rights, remedy or security against any third
      party;

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                any
      legal limitation, incapacity or other circumstances relating to any third
      party; or

              


      

    

    
      

        
          
             


          

          
            8

            
              

            

          

          
             


          

        

      

       

    

    
      
        	
              	
                (d)

              	
                this
      Loan Agreement or any of the Security Documents becoming invalid or
      unenforceable against any
      third party.

              


      

    

    
      


    

    
      
        	
                4.4

              	
                The
      Borrower shall not claim any set-off or counterclaim against any third
      party until the Banks have received all amounts due or to become due to
      them under this Loan Agreement and the Security
  Documents.

              


      

    

    
      


    

    
      


    

    
      
        	
                5

              	
                AVAILABILITY
      AND DRAWDOWN

              


      

    

    
      


    

    
      
        	
                5.1

              	
                The
      Commitment shall be available for drawdown in one drawing on the Drawdown
      Date on the following
conditions:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                the
      conditions precedent as per Clause 6 shall have been
  met;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                the
      Borrower shall have given to the Agent a Drawdown Notice which shall be received by the Agent
      prior to 11 a.m. London time not less than three (3) Banking Days
      prior to the Drawdown Date unless a shorter notice period is accepted in
      writing by the Banks;

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                no
      event shall have occurred which constitutes and continues to constitute an
      Event of Default or which by giving of notice and/or lapse of time would
      constitute an Event of Default;
and

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                the
      representations and warranties contained in Clause 14 shall be true and
      accurate at the time of giving of the Drawdown Notice and at the Drawdown
      Date with reference to the facts then
  subsisting.

              


      

    

    
       

    

    
      
        	
                5.2

              	
                The
      Commitment shall be available for the purpose set out in Clause 1
      only.

              


      

    

    
      


    

    
      
        	
                5.3

              	
                Any
      undrawn part of the Commitment shall be cancelled on 31 December
      2007.

              


      

    

    
      


    

    
      


    

    
      
        	
                6

              	
                CONDITIONS
      PRECEDENT

              


      

    

    
      


    

    
      
        	
                6.1

              	
                The
      obligations of the Agent and each Bank hereunder are subject to the
      condition that the Agent, on behalf of the Banks, has received, at least 3
      Banking Days prior to the Drawdown Date, all the documents set forth in
      Schedule 2 hereto in a form and substance satisfactory to the
      Agent.

              


      

    

    
      


    

    
      
        	
                6.2

              	
                If the documents set out in Schedule 2 are not
      submitted as originals, the Agent may require that a Norwegian
      attorney-at-law certify photocopies of any such documents as true and
      correct.

              


      

    

    
      

        
          
             


          

          
            9

            
              

            

          

          
             


          

        



    

    
      
        	
                7

              	
                INTEREST

              


      

    

    
      


    

    
      
        	
                7.1

              	
                The
      Borrower shall pay interest on the Principal on each Interest Payment Date
      at the annual rate which is conclusively certified by the Agent (save for
      manifest error) to be the aggregate of the Margin and
    LIBOR.

              


      

    

    
      


    

    
      
        	
                7.2

              	
                The
      Borrower may elect Interest Periods for the Principal of one (1), three
      (3)or, six (6) months duration or alternatively such other Interest
      Periods (if available to the Banks) to which the Agent with the consent of
      the Banks shall agree to, provided
that:

              


      

    

     

    
      
        	
              	
                (a)

              	
                the
      Borrower shall select the first Interest Period for the Loan in the
      Drawdown Notice. Each subsequent Interest Period shall commence on the
      expiry of the preceding Interest
Period;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                the
      Borrower shall select the length of the subsequent Interest Periods by
      informing the Agent in writing no later than 10:00 a.m. three Banking Days
      before the beginning of the next Interest
  Period;

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                if
      any Interest Period would otherwise end on a day which is not a Banking
      Day i shall be extended to end on the first following Banking Day unless
      it would thereby end in a new calendar month in which case it shall be
      shortened to end or the first preceding Banking
  Day;

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                if
      any Interest Period would otherwise extend beyond a Repayment Date there
      shall be a separate Interest Period ending on the Repayment Date for the
      amount then falling due;

              


      

    

    
      


    

    
      
        	
              	
                (e)

              	
                Interest
      Periods of one (1) month duration may only be selected three times per
      calendar year; and

              


      

    

    
      


    

    
      
        	
              	
                (f)

              	
                If
      the Borrower fails to select an Interest Period in accordance with this
      clause 7.2, that Interest Period shall be three (3)
  months.

              


      

    

    
       

    

    
      
        	
                7.3

              	
                If
      the Borrower fails to pay an amount on its due date for payment under this
      Loan Agreement, the Borrower shall pay interest on such amount on demand
      from that date up to and including the date of actual payment, to be
      compounded at the end of each of the periods under (c) below, at an annual
      rate which is conclusively certified by the Agent (save for manifest
      error) to be the aggregate
of:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                the
      Margin;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                3
      % per annum;
      and

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                LIBOR
      for such period as the Agent may select from time to time and for amounts
      comparable with the amounts which the Borrower has failed to
      pay.

              


      

    

    
      

        
          
             


          

          
            10

            
              

            

          

          
             


          

        



    

    
      
        	
                8

              	
                REPAYMENT

              


      

    

    
      


    

    
      
        	
                8.1

              	
                The
      Borrower shall repay the Principal in 16 quarterly instalments of USD
      500,000 each on each Repayment Date. The remaining Loan shall be repaid in
      one instalment on the Final Maturity
Date.

              


      

    

    
      


    

    
      
        	
                8.2

              	
                Any
      repayment of Principal according to this Clause 8 may not be
      re-borrowed.

              


      

    

    
      


    

    
      


    

    
      
        	
                9

              	
                OPTIONAL
      PREPAYMENT/CANCELLATION

              


      

    

    
      


    

    
      
        	
                9.1

              	
                The
      Borrower may cancel the Commitment or prepay the Principal in whole or in
      part in amounts equalling USD 100,000 or whole multiples thereof, or any
      other amount as agreed with the Agent, on any Interest Payment Date upon
      giving the Agent not less than five (5) Banking Days irrevocable written
      notice of such cancellation or prepayment. Prepayment on any other day
      than the Interest Payment Date for the amounts to be prepaid, are subject
      to payment of any breakage costs (excluding the Margin) and redeployment
      losses to the Banks.

              


      

    

    
      


    

    
      
        	
                9.2

              	
                Any
      prepaid amounts according to Clause 9.1 of this Loan Agreement shall,
      unless in the event of prepayment as a consequence of a sale or Total Loss
      of the Vessel, reduce the Principal in inverse order of maturity, starting
      with the final instalment. Prepaid amounts may not be
      re-borrowed.

              


      

    

    
      


    

    
      


    

    
      
        	
                10

              	
                MANDATORY
      PREPAYMENT

              


      

    

    
      


    

    
      
        	
              	
                10.1

              	
                In
      case of:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                sale
      or other disposition of the Vessel;
or

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                Total
      Loss; or

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                in
      the event of a capture, seizure, arrest, detention or confiscation of the
      Vessel by any government or by persons acting or purporting to act on
      behalf of any government unless the Vessel shall be released from such
      capture, seizure, arrest, detention or confiscation within two months
      after the occurrence thereof; then the Loan shall be prepaid in full
      according to this Clause 10.

              


      

    

    
      


    

    
      
        	
                10.2

              	
                In
      the event set forth in Clause 10.1 (a) or (c), the Loan shall immediately
      be due and payable.

              


      

    

    
      


    

    
      
        	
                10.3

              	
                In
      die event of a Total Loss, the Borrower shall prepay the Loan on the
      earlier of (i) 180 days from the occurrence of the Total Loss and (ii)
      upon receipt of insurance
proceeds.

              


      

    

    
      


    

    
      
        	
                10.4

              	
                Any
      prepaid amounts under Clause 10 of this Loan Agreement may not be
      re-borrowed.

              


      

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      
        	
                10.5

              	
                Any
      breakage costs (excluding the Margin) and redeployment losses incurred by
      any Bank as a consequence of prepayment according to this Clause 10 on any
      other date than on Interest Payment Date for prepaid amounts shall be due
      and payable to the Agent on
demand.

              


      

    

    
       

    

    
       

    

    
      
        	
                11

              	
                SET-OFF

              


      

    

    
      


    

    
      
        	
                11.1

              	
                The
      Borrower authorises the Agent (on behalf of the Banks) to apply any credit
      balance to which the Borrower is then entitled on any account of the
      Borrower with the Agent or with any of the Banks in satisfaction of any
      sum due and payable from the Borrower to the Agent and the Banks under
      this Loan Agreement. For this purpose, the Agent and the Banks are
      authorised to purchase with the monies standing to the credit of such
      account such other currencies as may be necessary to effect such
      application.

              


      

    

    
      


    

    
      


    

    
      
        	
                12

              	
                PAYMENTS
      AND CALCULATIONS

              


      

    

    
      


    

    
      
        	
                12.1

              	
                The
      Borrower shall at all times ensure that there are sufficient funds in its
      bank accounts on any Repayment Date to cover the payment of the next
      instalment of Principal and/or interest on the next Interest Payment
      Date.

              


      

    

    
      


    

    
      
        	
                12.2

              	
                All
      payments to be made by the Borrower hereunder shall be made to such
      accounts of the Agent or the Banks with such banks as the Agent shall
      notify the Borrower from time to time, by not later than 11. a.m. London
      time in USD in freely transferable funds which are for same day settlement
      or in such other USD funds as shall for the time being be customary for
      the settlement of transactions of this
nature.

              


      

    

    
      


    

    
      
        	
                12.3

              	
                All
      payments by the Borrower shall be made without set-off or counterclaim and
      free and clear of and without deduction for or on account of any present
      or future Taxes of any nature, unless the Borrower is compelled by law to
      make payment subject to any such Taxes. In the event that the Borrower is
      compelled by law to deduct or withhold any such Taxes, the Borrower shall
      (i) pay to the Agent such additional amount as may be necessary to ensure
      that the Agent and the Banks receive a net amount equal to that which they
      would have received had such deductions or withholdings not been made and
      (ii) deliver to the Agent as soon as practicable after any request by it
      an official receipt of the payment of any Taxes so
    deducted.

              


      

    

    
      


    

    
      
        	
                12.4

              	
                If
      the date on which a payment is due to be made hereunder is not a Banking
      Day, such date of payment shall be the first following Banking Day unless
      payment would thereby be made in a new calendar month, in which case the
      payment shall be made on the preceding Banking
  Day.

              


      

    

    
      


    

    
      
        	
                12.5

              	
                Interest
      and any other payments hereunder of an annual nature shall accrue from day
      to day and be calculated on the actual number of days elapsed on the basis
      of a 360 days year.

              


      

    

    
      


    

    
      
        	
                12.6

              	
                If
      any amount of Principal is for any reason repaid on a day other than a
      Repayment Date, the
      Borrower shall pay to the Agent on demand such amount as may be necessary
      to compensate the Agent and the Banks for any loss, premium or penalty
      incurred by them in respect of the liquidation or reemployment of funds
      borrowed for the purpose of maintaining the amount
      repaid.

              


      

    

    
      

        
          
             


          

          
            12

            
              

            

          

          
             


          

        

      

       

    

    
      
        	
                12.7

              	
                The
      Borrower shall promptly, on demand by a Bank, pay to that Bank the amount
      of any increased cost relating to this Loan Agreement incurred by it as a
      result of:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                any
      change in, or any change in the interpretation or application by any
      competent authority of, any relevant law or regulation after the date of
      this Loan Agreement; or

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                compliance
      with any regulation made by a competent authority of the jurisdiction in
      which it is incorporated and/or in which its principal office is located
      after the date of this Loan Agreement, including any law or regulation
      relating to taxation (save for tax on overall net income and to the extent
      such increased cost is attributable to a Tax deduction or withholding
      required by law to be made by the Borrower or compensated for by Clause
      12.3), or reserve asset, special deposit, cash ratio, liquidity or capital
      adequacy requirements or any other form of banking or monetary
      control.

              


      

    

    
      


    

    
      
        	
                12.8

              	
                In
      this Loan Agreement, "increased cost"
means:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                an
      additional cost incurred by a Bank as a result of the Bank having entered
      into, or performing, maintaining or funding its obligations under this
      Loan Agreement save for an increase in general administration cost of such
      Bank;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                a
      reduction in any amount payable to a Bank or the effective return to a
      Bank on its capital which would not have occurred had that Bank not
      entered into this Loan Agreement;
or

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                the
      amount of any payment made by a Bank, or the amount of any interest or
      other return foregone by a Bank, calculated by reference to any amounts
      received or receivable by that Bank from the Agent or the Borrower under
      this Loan Agreement,

              


      

    

    
      


    

    
      all as
certified by the relevant Bank, such certificate to set out in reasonable detail
the circumstances giving rise to the claim for payment of increased costs and
the calculations of the amount claimed and shall be conclusive evidence, save
for manifest error, of the amount due from the Borrower.

    

    
      


    

    
      


    

    
      
        	
                13

              	
                SECURITY

              


      

    

    
      


    

    
      
        	
                13.1

              	
                The
      Loan shall at all times, as long as there are any outstanding amount due
      according to this Loan Agreement, be secured by the Guarantee stated in
      this Loan Agreement and the following Security
  Documents:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                the
      Mortgage; and

              


      

    

    
      

        
          
             


          

          
            13

            
              

            

          

          
             


          

        

      

       

    

    
      
        	
              	
                (b)

              	
                the
      Assignment Agreement, containing the Assignment of Insurances and the
      Assignment of Earnings.

              


      

    

    
      


    

    
      
        	
                13.2

              	
                All
      the Security Documents shall serve as security for the Loan on a pari
      passu basis on first priority over the respective
  assets.

              


      

    

    
      


    

    
      
        	
                13.3

              	
                The
      Swap Provider's exposure under the ISDA Agreement shall at all times be
      secured by the second priority mortgage on the
  Vessel.

              


      

    

    
      


    

    
      


    

    
      
        	
                14

              	
                REPRESENTATIONS
      AND WARRANTIES

              


      

    

    
      


    

    
      
        	
                14.1

              	
                The
      Borrower represents and warrants to the Agent and the Banks as
      follows:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                The
      Borrower is a limited liability company wholly owned by the Guarantor,
      duly incorporated and validly existing under the laws of Norway, in good
      standing, and has the power to own and operate its
  assets;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                The
      Borrower has the power to enter into and perform, and has taken all
      necessary corporate action to authorise the entry into, performance and
      delivery of each of the Finance Documents, and the transactions
      contemplated therein;

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                Each
      of the Finance Document constitutes (or will, when executed by the
      respective parties thereto, constitute) legal, valid and binding
      obligations of the Borrower and/or the Guarantor, enforceable in
      accordance with its terms and, save as provided for therein and/or as have
      been or shall be completed prior to the Drawdown Date, no registration,
      filing, payment of Tax or fees or other formalities are necessary or
      desirable to render the relevant Finance Document enforceable against the
      respective parties and, in respect of the Vessel, for the Mortgage to
      constitute valid and enforceable first priority
  mortgage;

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                The
      entry into and performance by the Borrower of the Finance Documents and
      the transactions contemplated thereby do not and will not conflict
      with:

              


      

    

    
      


    

    
      
        	
                
                

              	
                (i)

              	
                any
      present law or regulation or judicial or official order applicable to
      it;

              


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                its
      articles of association or other constitutional documents;
    or

              


      

    

    
      


    

    
      
        	
              	
                (iii)

              	
                any
      document or agreement which is binding on the
  Borrower;

              


      

    

    
      


    

    
      
        	
              	
                (e)

              	
                All
      authorisations and consents required in connection with the entry into,
      performance, validity and enforceability of, and the transactions
      contemplated by, each of the Finance Documents, and for the Borrower to
      carry on its business, have been obtained and are in full force and
      effect, or will be obtained prior to the Borrower serving the Drawdown
      Notice hereunder;

              


      

    

    
      


    

    
      
        	
              	
                (f)

              	
                The
      accounts of the Borrower most recently delivered to the
    Agent:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                have
      been prepared in accordance with generally accepted accounting principles
      in Norway, consistently
applied;

              


      

    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      
        	
              	
                (ii)

              	
                fairly
      represent the financial conditions of the Borrower, as at the date on
      which they were drawn up;

              


      

    

    
      


    

    
      and there
has been no material adverse change in the financial condition of the Borrower
since the date on which those accounts were drawn up, which might reasonably be
expected to have a material adverse effect on the ability of the Borrower to
perform its obligations under the Finance Documents;

    

    
      


    

    
      
        	
              	
                (g)

              	
                AH
      financial documents and information relating to the Borrower or otherwise
      relevant to the matters contemplated by this Loan Agreement which have
      been supplied by or on behalf of the Borrower to the Agent are complete
      and, as at the date of such documents or information, correct in all
      material respects, and the Borrower has not omitted to disclose to the
      Agent any off-balance sheet liabilities or other information, documents or
      agreements which, if disclosed, could reasonably be expected to affect the
      decision of the Agent or the Banks to enter into this Loan
      Agreement.

              


      

    

    
      


    

    
      
        	
              	
                (h)

              	
                No
      litigation, arbitration or administrative proceedings are current or, to
      theBorrower's knowledge, pending or threatened against the Borrower which
      might, if adversely determined, be reasonably expected to have a material
      adverse effect on its ability to perform its obligations under any of the
      Finance Documents;

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                The
      Borrower is operating its business and the Vessel in compliance with all
      relevant applicable laws, including but not limited to the Safety
      Regulations, the Environmental Laws, and any other applicable laws and
      regulations;

              


      

    

    
      


    

    
      
        	
              	
                (j)

              	
                The
      Borrower has delivered all necessary tax returns to the relevant taxation
      authorities and the Borrower is not in default in the payment of Taxes,
      and no material claim is being asserted with respect to
    Taxes;

              


      

    

    
      


    

    
      
        	
              	
                (k)

              	
                The
      Borrower complies in all respects with all Environmental Laws applicable
      to it or the Vessel, including without limitation, requirements relating
      to establishment of financial responsibility and obtained the
      Environmental Approval applicable to it and the
  Vessel.

              


      

    

    
      


    

    
      
        	
                14.2

              	
                The
      representations and warranties set out in Clause 14 are made by the
      Borrower on the date of this Loan Agreement and shall be deemed to be
      repeated by the Borrower at the date of the Drawdown Notice and each
      Interest Period selection notice, as well as the first day in each
      Interest Period, with reference to the facts and circumstances then
      existing, unless otherwise notified to the Agent in writing, and if not
      permitted under this Loan Agreement, waived by the Banks prior to such
      dates.

              


      

    

    
      


    

    
      


    

    
      
        	
                15

              	
                COVENANTS
      AND UNDERTAKINGS

              


      

    

    
      


    

    
      
        	
                15.1

              	
                Each
      of the Borrower and the Guarantor undertakes with the Banks that, as long
      as any amount is owed to the Banks hereunder, it will comply with the
      following covenants and undertakings set out in this Clause 15. Each of
      the Borrower and the Guarantor undertake to promptly inform the Agent in
      writing of any occurrence or event which constitutes or may constitute a
      breach of the covenants and undertakings which apply to it pursuant to
      this Clause 15.

              


      

    

    
      

        
          
             


          

          
            15

            
              

            

          

          
             


          

        

      

       

    

    
      
        	
                15.2

              	
                Each
      of the Borrower and the Guarantor undertakes to deliver to the Agent the
      following (which, upon the reasonable request of the Agent shall be in the
      English language):

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                1
      (one) copy confirmed by its auditor (who shall be an authorised public
      accountant) of its audited balance sheets as of the close of each
      financial year and audited statement(s) of profit and loss, cash flow
      reports and annual reports within 150 (one hundred and fifty) days after
      the close of each financial
year;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                its
      unaudited consolidated financial statements within 90 (ninety) days after
      the end of the 1st,
      2nd
      and 3rd
      calendar quarter;

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                such
      financial and other information as the Agent, in its sole discretion, may
      from time to time reasonably
request;

              


      

    

    
      


    

    
      
        	
                15.3

              	
                The
      Guarantor undertakes, within 90 (ninety) days after the end of each
      calendar quarter, to deliver Certificate of Compliance to the Agent, as
      confirmation of the Guarantor's compliance with the following financial
      covenants, all calculated on a consolidated basis and in accordance with
      GAAP:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                Working
      Capital: The ratio of Current Assets to Current Liabilities to
      remain greater than 1.1:1.0.

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                Minimum Leverage
      Ratio: The ratio of consolidated Net Interest Bearing Debt to
      EBITDA (including any lease obligations) on a trailing four quarter basis
      shall at no time be greater than
4:1.

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                Minimum Book
      Equity: The Book Equity shall at all times be no less than 35% of
      the aggregate of (i) the Book Equity and (ii) the Total
      Liabilities.

              


      

    

    
      


    

    
      The above
financial terms shall in the context of this clause 15.3 on the date of
calculation be defined as follows all in accordance with
GAAP:

    

    
      


    

    
      "Current Assets" shall mean on
a consolidated basis for the Group, the aggregate of (i) the account
receivables, Free Cash and marketable securities, trade and other receivables
realisable within one year and (ii) inventories and prepaid expenses which are
to be charged to income within one year.

    

    
      


    

    
      "Free
Cash" shall mean on a consolidated basis for the Group, the aggregate amount
(expressed in USD or as a USD equivalent) of all amounts of the Guarantor which
are standing to the credit of current and deposit accounts with banks and other
deposit talcing institutions, excluding prepaid amounts and any amounts to which
the right of access or use is blocked or restricted (whether by way of
encumbrance or otherwise).

    

    
      


    

    
      "Current Liabilities" shall
mean on a consolidated basis for the Group, the aggregate amount of the
Guarantor's trade credits and the aggregate liabilities towards other creditors
in respect of operating items payable within one year, including any accrued
interest.

    

    
      

        
          
             


          

          
            16

            
              

            

          

          
             


          

        



    

    
      "EBITDA" shall mean on a
consolidated basis for the Group, the consolidated earnings before interest,
taxes, depreciation, amortisation, and any gain or loss from sale of assets or
other extraordinary gains and losses.

    

    
      


    

    
      "Net Interest Bearing Debt"
shall mean on a consolidated basis for the Group, the aggregate interest
bearing debt including financial lease obligations less Free Cash.

       

    

    
      "Book Equity" shall mean the
book equity on a consolidated basis for the Group.

    

    
      


    

    
      "Total Liabilities" shall mean
the book value of the total liabilities on a consolidated basis for the
Group.

    

    
      


    

    
      
        	
                15.4

              	
                The
      Borrower further undertakes that as long as any amount is outstanding
      under this Loan Agreement:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                it
      will promptly inform the Agent of any occurrence or event of which it
      becomes aware which constitutes an Event of Default or will materially
      adversely affect the Borrower's ability to perform its obligations
      hereunder or under any of the Finance
Documents;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                It
      will provide the Agent in writing, promptly upon becoming aware of them,
      relevant details of any litigation, arbitration or administrative
      proceedings, hereunder any environmental claim, which are current or, to
      its knowledge, threatened or pending against it and which might, if
      adversely determined, be reasonably expected to have a material adverse
      effect on its ability to perform its obligations under the Finance
      Documents, and further details of any such matters previously disclosed to
      the Agent, as the Banks may reasonably
request;

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                it
      will not make any changes to its by-laws or merge, demerge, consolidate or
      liquidate or in any other way make any amendments to its corporate status
      without the prior written consent of the Agent on behalf of the
      Banks;

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                it
      will not make any changes in its fiscal year, the nature of its business,
      its company name, its legal structure or organisation and/or its corporate
      seat without the Agent's prior written consent on behalf of the
      Banks;

              


      

    

    
      


    

    
      
        	
              	
                (e)

              	
                it
      will at all times manage its business and the Vessel in compliance with
      all relevant applicable laws and regulations and notify the Agent
      immediately of any breach thereof;

              


      

       

    

    
      
        	
              	
                (f)

              	
                it
      will procure that the Vessel is insured according to the following terms
      and conditions:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                the
      Vessel shall be fully insured against such risks, in such amounts, on such
      terms (always applying Norwegian law and including the terms of the
      Norwegian Marine Insurance Plan of 1996, version 2002 (as amended from
      time to time) as the Agent may approve (such approval not to be
      unreasonably withheld). Such insurances shall include, but not be limited
      to Hull and Machinery, Hull Interest, Freight Interest, Protection &
      Indemnity (including a maximum club cover for oil pollution liability for
      the Vessel, presently USD 1,000,000,000), War Risk (including terrorism)
      and Loss of Hire.

              


      

    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                Insurance
      shall be maintained with first class underwriters and insurance companies
      and at terms acceptable to the Agent and shall note and maintain the
      notation of the Agent (on behalf of the Banks) as mortgagee and as further
      set out in the loss payable clause in the Assignment
      Agreement.

              


      

       

    

    
      
        	
              	
                (iii)

              	
                The
      insured value of the Vessel shall at all times be equal to or higher than
      its Market Value, and the aggregate insured value of the Vessel shall be
      equal to or greater than 125 % (hundred and twenty
      five per cent) of the Loan.

              


      

    

    
      


    

    
      
        	
              	
                 
      

              	
                Furthermore,
      the Hull and Machinery insured value of each Vessel shall at all times
      cover 80 % (eighty per cent) of its Market Value, and the aggregate Hull
      and Machinery insured value of all Vessels shall be equal to or greater
      than the Loan, while the remaining cover may be taken out by way of Hull
      and Freight Interest
insurances.

              


      

    

    
      


    

    
      
        	
              	
                (iv)

              	
                insurance
      premiums shall be paid punctually and the Borrower shall renew the
      insurances timely and deliver the annual certificates to the Agent
      evidencing that the Vessel is insured and that the Agent (on behalf of the
      Banks) is noted as mortgagee in the Vessel's insurance policies with first
      priority; and

              


      

    

    
      


    

    
      
        	
              	
                (v)

              	
                In
      addition to the insurances specified above, the Agent may require (a) a
      Mortgagees Interest Insurance (M.I.I) and (b) when and if the Vessel is
      operating the territory of the United States of America, Mortgagee
      Interest Additional Perils insurance, in which case the Borrower shall
      procure that the Agent be reimbursed, or reimburse the Agent, in full all
      and any costs incurred by the Agent to secure the interest of the Banks in
      relation thereto.

              


      

    

    
      


    

    
      
        	
              	
                (g)

              	
                it
      will at all times comply with the Safety Regulations and the Environmental
      Laws applicable to any of them from time to time, and comply with all
      international conventions and regulations, including SOLAS conventions and
      the International Management code for the Safe Operation of Ships and for
      Pollution Prevention adopted by the International Maritime Organisation.
      In particular, the Borrower shall ensure compliance with the ISM Code and
      shall ensure that any charterer and any company performing management
      services on behalf of the Borrower complies with said conventions and
      regulations;

              


      

    

    
      


    

    
      
        	
              	
                (h)

              	
                it
      will deliver to the Agent copies of all relevant certificates required
      under the Safety Regulations and Environmental Laws when such certificates
      are required by the relevant
authorities.

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                it
      will promptly notify the Agent in writing (in case of urgency by telefax)
      of:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                any
      accident to the Vessel involving repairs where the cost is likely to
      exceed USD 100,000 (or the equivalent in any other
    currency);

              


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                any
      occurrence in consequence whereof the Vessel has become or is likely to
      become a Total Loss;

              


      

    

    
      


    

    
      
        	
              	
                (iii)

              	
                any
      arrest, capture, seizure, detention or confiscation of the Vessel or the
      exercise or purported exercise of any lien on the
  Vessel;

              


      

    

    
      

        
          
             


          

          
            18

            
              

            

          

          
             


          

        

      

       

    

    
      
        	
              	
                (j)

              	
                it
      will as soon as possible and in no event later than 30 days after the
      Borrower, or any of its key employees become aware of the same, procure
      that any arrest or other similar charges against the Vessel shall be
      released;

              


      

    

    
      


    

    
      
        	
              	
                (k)

              	
                the
      Borrower shall maintain the Vessel classified in the highest class with
      either Bureau Veritas or another classification society acceptable to the
      Agent, and not change such classification society without the prior
      written consent of the Agent;

              


      

    

    
      


    

    
      
        	
              	
                (1)

              	
                it
      will not change the flag of the Vessel or register or grant or permit
      any  mortgage
      or other encumbrance over the Vessel other than permitted by this Loan
      Agreement (hereunder the second priority mortgage over the Vessel as
      security for the Borrower's obligations under the Swap arrangement with
      the Swap Provider) without the prior written consent of the Agent on
      behalf of the Banks;

              


      

    

    
      
         

      

    

    
      
        	
              	
                (m)

              	
                it
      shall semi-annually (or up to quarterly if the Agent deem that the
      circumstances require updated reports) establish the Market Value and
      submit the written report thereof to the Agent, and shall procure that the
      Market Value at all times exceeds 130% of the
  Loan.

              


      

    

    
      


    

    
      
        	
                15.5

              	
                The
      Guarantor further undertakes that as long as any amount is outstanding
      under this Loan Agreement:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                it
      will not permit any changes of ownership and/or control of the Borrower
      without the prior written consent of the Agent on behalf of the
      Banks;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                it
      will not make any changes in its fiscal year, the nature of its business
      or that of its subsidiaries, its company name, its legal structure or
      organisation and/or its corporate seat without the Agent's prior written
      consent on behalf of the
Banks;

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                it
      will promptly inform the Agent of any occurrence or event of which it
      becomes aware which constitutes an Event of Default or will materially
      adversely affect the Borrower's or the Guarantor's ability to perform
      their respective obligations hereunder or under any of the Finance
      Documents;

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                it
      will not, and shall ensure that the subsidiaries of the Guarantor shall
      not, merge, demerge, consolidate or liquidate or in any other way make any
      amendments to its corporate status without the prior written consent of
      the Agent on behalf of the Banks;

              


      

       

    

    
      
        	
              	
                (e)

              	
                it
      will maintain its listing on the Oslo Stock Exchange at all
      times.

              


      

    

    
      


    

    
      
        	
                15.6

              	
                The
      Borrower may enter into interest rate hedging arrangements on the terms
      and conditions of the ISDA Agreement for a notional amount not exceeding
      the Loan and for periods up to the Final Maturity
  Date.

              


      

    

    
      


    

    
      


    

    
      
        	
                16

              	
                EVENTS
      OF DEFAULT

              


      

    

    
      


    

    
      
        	
                16.1

              	
                Each
      of the following events or circumstances is an Event of
      Default:

              


      

    

    
      

        
          
             


          

          
            19

            
              

            

          

          
             


          

        

      

       

    

    
      
        	
              	
                (a)

              	
                the
      Borrower fails to pay any sum due hereunder on the due date provided,
      however, that it shall not be an Event of Default if such failure is due
      to an administrative or technical banking error and such failure is
      remedied within three (3) Banking
Days;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                the
      Borrower and/or the Guarantor otherwise defaults in the due performance or
      observance of any undertaking, covenant or other obligation or term
      contained herein or in any of the Finance Documents. No Event of Default
      under this paragraph (b) will occur if, in the reasonable opinion of the
      Agent, the failure to comply is capable of remedy and is remedied within
      10 Business Days of the earlier of the Agent giving notice to the Borrower
      and/or the Guarantor and the Borrower and/or the Guarantor becoming aware
      of the failure to comply. For the avoidance of doubt, a breach of Clauses
      15.4 (f) (insurances) and 15.4(1) (flag) is not capable of
      remedy.

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                a
      change of ownership and/or control of the Borrower shall occur without the
      Agent's prior written
consent;

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                any
      representation or warranty made by the Borrower in this Loan Agreement or
      in the Finance Documents or in any notice, certificate or statement
      delivered or made pursuant hereto proves to have been inaccurate or
      misleading in any material respect when
made;

              


      

    

    
      


    

    
      
        	
              	
                (e)

              	
                a
      material adverse change shall occur with respect to the financial
      condition of the Borrower and/or the Guarantor or any creditor of the said
      parties declares a default, or is capable of declaring a default under any
      agreement imposing obligations upon the Borrower or the Guarantor in
      amounts exceeding USD 1,000,000 and USD 5,000,000, respectively, provided
      that the defaulting party is unable to demonstrate to the satisfaction of
      the Banks within seven (7) Banking Days after the declaration of such
      default that the subject party is not in
  default;

              


      

    

    
      


    

    
      
        	
              	
                (f)

              	
                the
      Borrower and/or the Guarantor is unable or admits in writing its inability
      to pay its lawful debts as they mature or makes a general assignment for
      the benefit of its creditors;

              


      

    

    
      


    

    
      
        	
              	
                (g)

              	
                any
      proceedings are commenced or any judgement or order is given by a
      competent court or any effective resolution is passed for or with the view
      to bankruptcy, liquidation or reorganisation of the Borrower and/or the
      Guarantor or for the appointment of a receiver, trustee or liquidator of
      the Borrower and/or the Guarantor or all or any substantial part of its
      assets unless contested in good
faith;

              


      

    

    
      


    

    
      
        	
              	
                (h)

              	
                the
      Borrower and/or the Guarantor ceases or threatens to cease to carry on
      its  business
      otherwise than, in case of the Borrower, following the voluntary sale of
      the Vessel, or disposes or threaten to dispose of a substantial part of
      its assets or the same are seized or appropriated for any
      reason;

              


      

    

    
      
         

      

    

    
      
        	
              	
                (i)

              	
                the
      Borrower shall suffer a material adverse change in its financial position
      which, in the reasonable opinion of the Banks, will adversely affect the
      Borrower's ability to repay the
Loan;

              


      

    

    
      


    

    
      
        	
              	
                (j)

              	
                any
      governmental or other consent, approval or authorisation necessary for the
      Borrower to fulfil all its obligations hereunder or otherwise to give full
      effect to any of the Finance Documents is revoked or otherwise modified in
      a manner unacceptable to the Banks in their reasonable
      opinion;

              


      

    

    
      

        
          
             


          

          
            20

            
              

            

          

          
             


          

        

      

    

    
      


    

    
      
        	
              	
                (k)

              	
                any
      of the Security Documents cease to be in full force and effect on the
      priority as required by Clause 13;
and

              


      

    

    
      


    

    
      
        	
              	
                (1)

              	
                it
      becomes impossible or unlawful for the Borrower to fulfil any of its 
      undertakings
      or other obligations under this Loan Agreement and the Security Documents
      or for the Agent or the Banks to exercise any of their rights
      thereunder.

              


      

    

    
      
         

      

    

    
      
        	
                16.2

              	
                Upon
      the occurrence of an Event of Default the Agent may, and if so instructed
      by the Majority Banks, give notice to the Borrower declaring that the
      obligations of the Banks hereunder shall terminate forthwith and the Loan
      shall become immediately due and payable by the Borrower together with
      accrued interest thereon as set out in Clause
7.

              


      

    

    
      


    

    
      
        	
                16.3

              	
                Notwithstanding
      any notice under Clause 16.2, the Banks shall be entitled to exercise any
      remedy conferred upon the Banks by this Loan Agreement and any of the
      Security Documents upon the occurrence of an Event of
    Default.

              


      

    

    
      


    

    
      


    

    
      
        	
                17

              	
                CHANGES
      IN CIRCUMSTANCE

              


      

    

    
      


    

    
      
        	
                17.1

              	
                In
      the event that any of the Banks by reason of circumstances affecting the
      market are unable at the relevant time to obtain deposits in USD in the
      London Interbank Eurocurrency Market to fund the Commitment or the Loan
      (as the case may be), the Agent shall forthwith notify the Borrower
      thereof and until such notice is withdrawn the obligation of the Banks to
      advance the Commitment or the Loan (as the case may be) shall be
      suspended. The Banks shall then endeavour to fund the relevant part of the
      Commitment or the Loan (as the case may be) with USD from such alternative
      sources as may be available to them and in such case the rate of interest
      payable on such amount by the Borrower shall be the aggregate of the
      Margin and the rate as the Banks shall from time to time certify as being
      the cost to them of the relevant
funds.

              


      

    

    
      


    

    
      
        	
                17.2

              	
                If
      any of the Banks are unable to fund the relevant USD amount from
      alternative sources, or the Borrower does not accept the terms of such
      alternative funding (which the Borrower shall be at liberty to do), the
      Borrower shall repay to the Agent (for the account of the Banks) the Loan
      or the affected part thereof together with accrued interest thereon on the
      earlier of the date falling five (5) Banking Days after receipt of written
      notice thereof and the next Interest Payment
  Date.

              


      

    

    
      


    

    
      
        	
                17.3

              	
                If,
      at any time when any of the Banks are funding from alternative sources,
      they find that USD deposits again are available to diem in the London
      Eurocurrency Market they shall forthwith notify the Borrower via the Agent
      and resume the ordinary terms of this Loan Agreement as soon as the
      alternative source funding may be converted into ordinary funding
      hereunder.

              


      

    

    
      


    

    
      
        	
                17.4

              	
                In
      the event that it shall become unlawful for any of the Banks or the Agent
      to make the Commitment available or maintain or fund the Loan (as the case
      may be) or any part thereof, then the Banks' obligations shall terminate
      and all amounts owing by the Borrower to all the Banks hereunder shall
      become due and payable on demand.

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

         

      

    

    
      
        	
                17.5

              	
                In
      the event that any law, regulation or official directive (having the force
      of law) or change in the same shall subject any of the Banks to any Taxes
      or impose any reserve, deposit or other requirement (including capital
      adequacy) which results in an increase in the cost to any of the Banks of
      making available the Commitment or maintaining or funding the Loan (as the
      case may be) or results in a reduction in the amount of Principal or
      interest receivable by any of the Banks by an amount which is deemed by
      such Banks to be material, then such Banks shall promptly upon becoming
      aware of the same notify the Borrower in writing via the Agent of the
      amount required to compensate such Banks for such additional cost or
      reduced receipt. Such amount which is relevant in the circumstances shall
      be payable by the Borrower on the earlier of the date falling ten (10)
      Banking Days after receipt of such written notice and the next following
      Interest Payment Date. If the Borrower chooses to prepay the Loan, the
      Borrower shall nevertheless compensate the Banks for such reasonable
      additional cost or reduced receipt up to and including the date of
      prepayment.

              


      

    

    
      


    

    
      


    

    
      
        	
                18

              	
                FEES
      AND COSTS

              


      

    

    
      


    

    
      
        	
                18.1

              	
                The
      Borrower shall pay to the
Agent:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                a
      non-refundable arrangement fee in an amount equal to 0.25 % (zero point
      twenty five per cent) of the Commitment due and payable to the Agent on
      the Drawdown Date for further distribution to the Banks at the discretion
      of the Agent;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                a
      non-refundable commitment fee of 0.25% (zero point twenty five per cent)
      per annum calculated on the basis of the difference between the Commitment
      and the amount drawn under the Original Loan, payable from the signing of
      the firm offer until the Commitment is fully drawn (or such earlier date
      as the Commitment is cancelled or
terminated);

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                a
      non-refundable agency fee of NOK 25,000 per year, due and payable to the
      Agent in advance for each year, first time on the Drawdown Date and
      thereafter on each anniversary thereof until the earlier of the Final
      Repayment Date or cancellation or termination of the
  Loan;

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                upon
      demand, all legal expenses (including external legal assistance) and other
      reasonable expenses incurred by the Agent and the Banks in connection with
      the preparation, syndication, execution and (where appropriate) recording
      of this Loan Agreement and the Security Documents and any other document
      incidental hereto and in protecting or enforcing any rights of the Agent
      and the Banks hereunder or otherwise in connection with the Loan and the
      Finance Documents.

              


      

    

    
      


    

    
      


    

    
      
        	
                19

              	
                CURRENCY
      INDEMNITY

              


      

    

    
      


    

    
      
        	
                19.1

              	
                The
      Borrower hereby agrees that no payment to the Agent or the Banks
      hereunder pursuant to any
      judgement or order of any court or otherwise shall operate to discharge
      the obligations of the Borrower unless and until payment in full shall
      have been received in the currency in which the Loan is outstanding. To
      the extent that the amount of any such payment shall be made in a currency
      other than the currency of the Loan and on actual conversion from such
      currency shall fall short of the amount of the relevant obligation
      expressed in the currency of the Loan, the Agent and the Banks shall have
      a further and separate cause of action against the Borrower for the
      recovery of such sum as shall after conversion into the currency of the
      Loan be equal to the amount of the
  shortfall.

              


      

    

    
      

        
          
             


          

          
            22

            
              

            

          

          
             


          

        

      

       

    

    
      


    

    
      
        	
                20

              	
                TRANSFER
      AND PARTICIPATION

              


      

    

    
      


    

    
      
        	
                20.1

              	
                This
      Loan Agreement shall be binding upon and inure to the benefit of the
      Banks, the Agent, the Borrower and the Guarantor and their respective
      successors and permitted
assigns.

              


      

    

    
      


    

    
      
        	
                20.2

              	
                The
      Borrower or the Guarantor may not assign or transfer any of the rights or
      obligations under this Loan Agreement without the prior written consent of
      the Banks.

              


      

    

    
      


    

    
      


    

    
      
        	
                20.2

              	
                The
      Banks may transfer the Commitment and the Loan in whole or in part to
      other banks or financial institutions. The Borrower and the Guarantor
      agree to sign all documents which in the reasonable opinion of the Agent
      or the Banks are necessary or desirable to effectuate such transfer,
      including but not limited to relevant supplements or renewals for the
      Security Documents. The transferring Bank shall cover costs related to
      initial transfers to affiliated banks. Reasonable costs related to
      subsequent transfers to other banks or financial institutions shall be
      covered by the Borrower only in the event such transfer is motivated by
      reasons (such as new regulations) outside the control of the transferring
      Bank. The Agent shall in any event continue to act as
    Agent.

              


      

    

    
      


    

    
      
        	
                20.3

              	
                In
      the event the Banks transfer any part of the Commitment and/or the Loan
      according to Clause 21.2, references herein to the Banks shall, as the
      context shall permit, be understood to mean the Banks and/or their
      transferees. The obligations and liabilities of each Bank in relation to
      the Commitment and in relation to renewals of and otherwise with respect
      to the Loan, shall be several in proportion to their respective
      participation in the Commitment and the Loan unless otherwise specified
      herein.

              


      

    

    
      


    

    
      


    

    
      
        	
                21

              	
                GUARANTEE
      AND INDEMNITY

              


      

    

    
      


    

    
      
        	
                21.1

              	
                The
      Guarantor irrevocably and
unconditionally:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                guarantees
      to the Agent and each Bank, as and for its own debt and not merely as
      surety (Norwegian:"
      selvskyldnerkausjonist"), the punctual performance by the Borrower
      of all of the Borrower's obligations under the Finance
      Documents;

              


      

       

    

    
      
        	
              	
                (b)

              	
                undertakes
      with the Agent and each Bank that whenever the Borrower does not pay any
      amount when due under or in connection with any of Finance Documents, the
      Guarantor shall immediately on demand by the Agent pay that amount as if
      it were the principal obligor;
and

              


      

    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                indemnifies
      the Agent and each Bank immediately on demand against any cost, loss or
      liability suffered by that party if any obligation guaranteed by the
      Guarantor is or becomes unenforceable, invalid or illegal. The amount of
      the cost, loss or liability shall be equal to the amount which that party
      would otherwise have been entitled to
recover.

              


      

    

    
      


    

    
      
        	
                21.2

              	
                The
      obligations of the Guarantor hereunder (the "Guarantee Obligations")
      are continuing obligations and will extend to the ultimate balance
      of sums payable by the Borrower under the Finance Documents, regardless of
      any intermediate payment or discharge in whole or in
  part.

              


      

    

    
      


    

    
      
        	
                21.3

              	
                The
      liability of the Guarantor hereunder shall be limited to USD 18,000,000,
      plus any unpaid amount of interest, fees, liability and expenses under the
      Finance Documents.

              


      

    

    
      


    

    
      
        	
                21.4

              	
                If
      any payment by the Borrower or any discharge given by a Bank (whether in
      respect of the obligations of the Borrower or any security for those
      obligations or otherwise) is avoided or reduced as a result of insolvency
      or any similar event:

              


      

    

    
       

    

    
      
        	
              	
                (a)

              	
                the
      liability of the Guarantor shall continue as if the payment, discharge,
      avoidance or reduction had not occurred;
and

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                each
      Bank shall be entitled to recover the value or amount of that security or
      payment from the Guarantor, as if the payment, discharge, avoidance or
      reduction had not occurred.

              


      

    

    
      


    

    
      
        	
                21.5

              	
                The
      obligations of the Guarantor under this Clause 21 will not be affected by
      an act, omission, matter or thing which, but for this Clause 21, would
      reduce, release or prejudice any of its obligations under this Clause 21
      (without limitation and whether or not known to it or any Bank)
      including:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                any
      time, waiver or consent granted to, or composition with, the Borrower or
      other person;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                the
      release of the Borrower or any other person under the terms of any
      composition or arrangement with any creditor of the
    Borrower;

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                the
      taking, variation, compromise, exchange, renewal or release of, or refusal
      or neglect to perfect, take up or enforce, any rights against, or security
      over assets of the Borrower or other person or any non-presentation or
      non-observance of any formality or other requirement in respect of any
      instrument or any failure to realise the full value of any
      security;

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                any
      incapacity or lack of power, authority or legal personality of or
      dissolution or change in the members or status of the Borrower or any
      other person;

              


      

    

    
      


    

    
      
        	
              	
                (e)

              	
                any
      amendment (however fundamental) or replacement of any of the Finance
      Documents or any other document or
security;

              


      

    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    
      
        	
              	
                (f)

              	
                any
      unenforceability, illegality or invalidity of any obligation of any person
      under any of the Finance Documents or any other document or security;
      or

              


      

    

    
      


    

    
      
        	
              	
                (g)

              	
                any
      insolvency or similar
proceedings.

              


      

    

    
      


    

    
      
        	
                21.6

              	
                Furthermore,
      the Guarantor specifically waives all rights under the provisions of the
      Norwegian Financial Agreements Act 1999 (as amended) not being mandatory
      provisions, including (but not limited to) the following provisions (the
      main contents of the relevant provisions being as indicated in the
      brackets):

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                §
      63 (1) - (2) (to be notified of any Event of Default hereunder and to be
      kept informed thereof);

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                §
      63 (3) (to be notified of any extension granted to the Borrower in payment
      of principal and/or
interest);

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                §
      63 (4) (to be notified of the Borrower's bankruptcy proceedings or debt
      reorganisation proceedings and/or any application for the
      latter);

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                §
      65 (3) (that the consent of the Guarantor is required for the Guarantor to
      be bound by amendments to the Finance Documents that may be detrimental to
      its interest);

              


      

       

    

    
      
        	
              	
                (e)

              	
                §
      67 (2) (about any reduction of the Guarantor's liabilities hereunder,
      since no such reduction shall apply as long as any amount is outstanding
      under the Finance Documents);

              


      

    

    
      


    

    
      
        	
              	
                (f)

              	
                §
      67 (4) (that the Guarantor's liabilities hereunder shall lapse after ten
      (10) years, as the Guarantor shall remain liable hereunder as long as any
      amount is outstanding under any of the Finance
  Documents);

              


      

    

    
      


    

    
      
        	
              	
                (g)

              	
                §
      70 (as the Guarantor shall have no right of subrogation into the rights of
      the Agent and/or theBanks under the Finance Documents until and unless the
      Agent and the Banks shall have received all amounts due or to become due
      to them under the Finance
Documents);

              


      

    

    
      


    

    
      
        	
              	
                (h)

              	
                §
      71 (as the Agent or the Banks shall have no liability first to make demand
      upon or seek to enforce remedies against the Borrower or any other
      security provided in respect of the Borrower's liabilities under the
      Transaciton Documents before demanding payment under or seeking to enforce
      the Guarantee Obligations of the Guarantor
  hereunder);

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                §
      72 (as all interest and default interest due under any of the Finance
      Documents shall be secured by the Guarantee Obligations of the Guarantor
      hereunder);

              


      

    

    
      


    

    
      
        	
              	
                (j)

              	
                §
      73 (l)-(2) (as all costs and expenses related to an Event of Default under
      this Loan Agreement shall be secured by the Guarantee Obligations of the
      Guarantor hereunder); and

              


      

    

    
      
         


      

    

    
      
        	
              	
                (k)

              	
                § 74 (1) -
      (2) (as the Guarantor shall not make any claim against the Borrower for
      payment until and unless the Agent and the Banks first shall have received
      all amounts due or to become due to them under the Finance
      Documents).

              


      

    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    
      
        	
                21.7

              	
                The
      Guarantor waives any right it may have of first requiring any Bank (or the
      Agent on its behalf) to proceed against or enforce any other rights or
      security or claim payment from any person before claiming from the
      Guarantor under this Clause 21. This waiver applies irrespective of any
      law or any provision of any of the Finance Documents to the
      contrary.

              


      

    

    
      


    

    
      
        	
                21.8

              	
                Until
      all amounts which may be or become payable by the Borrower under or in
      connection with the Finance Documents have been irrevocably paid in full,
      each Bank (or the Agent on its behalf)
may:

              


      

    

    
       

    

    
      
        	
              	
                (a)

              	
                refrain
      from applying or enforcing any other moneys, security or rights held or
      received by that Bank (or the Agent on its behalf) in respect of those
      amounts, or apply and enforce the same in such manner and order as it sees
      fit (whether against those amounts or otherwise) and the Guarantor shall
      be entitled to the benefit of the same;
and

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                hold
      in an interest-bearing suspense account any moneys received from the
      Guarantor or on account of the Guarantor's liability under this Clause
      21.

              


      

    

    
      


    

    
      
        	
                21.8

              	
                Until
      all amounts which may be or become payable by the Borrower under or in
      connection with the Finance Documents have been irrevocably paid in full
      and unless the Agent otherwise directs, the Guarantor shall not exercise
      any rights which it may have by reason of performance by it of its
      obligations under the Finance
Documents:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                to
      be indemnified by the
Borrower;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                to
      take the benefit (in whole or in part and whether by way of subrogation or
      otherwise) of any rights of the Agent or the Banks under the Finance
      Documents or security taken pursuant
thereto.

              


      

    

    
      


    

    
      
        	
                21.9

              	
                This
      guarantee is in addition to and is not in any way prejudiced by any other
      guarantee or security now or subsequently held by the Agent or any
      Bank.

              


      

    

    
      


    

    
      


    

    
      
        	
                22

              	
                AGENCY

              


      

    

    
      


    

    
      
        	
                22.1

              	
                Each
      Bank irrevocably authorizes the Agent to take such action on such Bank's
      behalf and to exercise such powers under this Loan Agreement as are
      specifically delegated to the Agent by the terms hereof together with all
      such other powers as are reasonably incidental thereto. The relationship
      between the Agent and each Bank is that of agent and principal only, and
      nothing herein shall be deemed to impose on the Agent any obligations
      other than those for which express provision is made herein. In performing
      its duties and functions hereunder, the Agent shall exercise the same care
      as it normally exercises in making and handling loans for its own account.
      The Agent assumes no responsibility and neither the Agent nor any of its
      officers, directors, employees or agents shall be liable to the Banks or
      any of them for any action taken or omitted to be taken hereunder or in
      connection with the Finance Documents unless caused by its or its
      employees' or its agents' gross negligence or willful
      misconduct.

              


      

    

    
      


    

    
      
        	
                22.2

              	
                Except
      as otherwise expressly provided herein, the Agent shall distribute
      promptly to each of the Banks, in proportion to each Bank's participation
      in the Loan, all sums
      received by it on behalf of the Banks
  hereunder.

              


      

    


    
      
         


      

      
        26

        
          

        

      

      
         


      

    

    
      


    

    
      
        	
                22.3

              	
                If
      any Bank at any time receives or recovers by set-off or otherwise any sum
      which it is obliged (or being so entitled has elected) to apply towards
      payment of any amount due to it hereunder (otherwise than amounts
      specifically payable at that Bank under the terms of this Loan Agreement)
      then such Bank shall be obliged to offer to each other Bank through the
      Agent such payment by way of an adjustment in the amount as may be
      necessary to ensure that at all times each Bank receives the same
      proportion of principal, interest and commitment commission due to it
      under this Loan Agreement as each other Bank, provided, however, that such
      offer may be conditional upon each Bank who may accept such offer (the
      "Accepting Bank") agreeing to indemnify the Bank making such offer (the
      "Offering Bank") in terms reasonably acceptable to the Offering Bank
      against any loss (other than the loss suffered by such payment by way of
      adjustment) which the Offering Bank may subsequently suffer by reason of
      having made such payment by way of adjustment to such Accepting
      Bank.

              


      

    

    
      


    

    
      As
between the Borrower and the Offering Banks, the Borrower shall remain indebted
to the Offering Bank under this Loan Agreement in the amount paid by the
Offering Bank to the Accepting Banks as if the Offering Bank had not received or
recovered such amount.

    

    
      


    

    
      
        	
                22.4

              	
                The
      Agent will promptly advise the Banks of each notice received by it from
      the Borrower and/or the Guarantor hereunder unless the subject matter of
      such notice calls for action or attention to the Agent only. The Agent
      shall not be under any obligation to ascertain or inquire as to the
      performance or observance by the Borrower of its obligations hereunder
      other than (a) the Borrower's obligations to make payments on the due date
      therefore, and (b) the monitoring of continued insurance of the Vessel in
      accordance with this Loan
Agreement.

              


      

    

    
      


    

    
      
        	
                22.5

              	
                Each
      Bank shall, in proportion to such Bank's participation in the Commitment
      and the Loan, reimburse the Agent on demand for all expenses incurred by
      the Agent in connection with the negotiation, preparation and execution of
      this Loan Agreement and the Security Documents and any amendments thereto,
      the preservation or enforcement of any right of the Agent or the Banks
      hereunder and thereunder or otherwise in connection with the Loan, and
      shall indemnify and hold the Agent harmless against any loss or liability
      which the Agent may suffer or incur by reason of an action taken or
      omitted by it as the Agent hereunder except such as results from the
      Agent's gross negligence or wilful misconduct, all to the extent that such
      expenses are reimbursable under Clause 12.7 but shall not have been
      recovered from or indemnified by the
Borrower.

              


      

    

    
      


    

    
      
        	
                22.6

              	
                In
      performing its duties and exercising its power hereunder the Agent will be
      entitled to rely in good faith on (a) any document and communication
      believed by it to be genuine and to have been signed or sent by the person
      by whom it purports to have been signed or sent and (b) the opinions and
      statements of professional advisers selected by it in connection herewith,
      and shall not be liable to any other party for any consequence of any such
      reliance.

              


      

    

    
      


    

    
      
        	
                22.7

              	
                The
      Agent shall not be responsible to any Bank for the truth or accuracy of
      any representation warranty, undertaking or covenant given or made herein
      nor for the validity, effectiveness, adequacy or enforceability of this
      Loan Agreement. The Agent shall not be required to make any enquiry as to
      the performance or observance by the Borrower and/or theguarantor of any
      of the terms, provisions or conditions of this Loan Agreement nor the
      existence or possible existence of any Event of
  Default.

              


      

    


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    
      
        	
                22.8

              	
                Each
      Bank shall be responsible for making its own independent investigation of
      the financial condition and affairs of the Borrower and the Guarantor in
      connection with the Commitment and continuance of the Loan and has made
      its own appraisal of the creditworthiness of the Borrower and the
      Guarantor.

              


      

    

    
      


    

    
      


    

    
      
        	
                23

              	
                NOTICES
      AND MISCELLANEOUS

              


      

    

    
      


    

    
      
        	
                23.1

              	
                All
      notices, requests, demands or other communications to or upon the
      respective parties hereto shall be deemed to have been truly given or made
      when delivered in writing or by facsimile, at their respective addresses
      given below or at such other addresses as the parties may hereafter
      specify to each other in
writing:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                The
      Agent:

              


      

    

    
      


    

    
      For credit
matters:

    

    
      


    

    
      Nordea
Bank Norge ASA

    

    
      Att:
Oddbjorn Warpe

    

    
      PO BOX
1166 Sentrum

    

    
      0107
OSLO

    

    
      


    

    
      Telefax:
+47 22 48 66 68

    

    
      


    

    
      For Loan
Administration:

    

    
      


    

    
      Nordea
Bank Norge ASA

    

    
      Att:
International Loan Administration

    

    
      PO BOX
1166 Sentrum

    

    
      0107
OSLO

    

    
      


    

    
      Telefax:
+47 22 48 42 78

    

    
      


    

    
      


    

    
      
        	
              	
                (ii)

              	
                The
      Borrower:

              


      

    

    
      


    

    
      DeepOcean
Shipping AS

    

    
      


    

    
      Att: CEO
Gerhard Skaleskog

    

    
      


    

    
      Telefax:+
47 52 70 04 0J

    

    
      


    

    
      


    

    
      
        	
              	
                (iii)

              	
                The Guarantor:
      

                 

                DeepOcean
      ASA

              


      

    

    
      


    

    
      Att: CFO
Gerhard Skaleskog

    

    
      


    

    
      Telefax:+
47 52 70 04 01

    


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    
      
        	
                23.2

              	
                Communications
      sent by letter or telefax shall be effective on receipt if received within
      normal business hours on a Banking Day at the place of receipt and
      otherwise at 09.00 hours on the next following Banking Day. Any
      communication by telefax sent by the Borrower or the Guarantor to the
      Agent or the Banks shall be confirmed by letter if so
      requested.

              


      

    

    
      


    

    
      
        	
                23.3

              	
                Any
      notice given under or in connection with any Finance Document must be in
      English. All other documents provided under or in connection with any
      Finance Document must be:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                in
      English; or

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                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. The Agent may require an English translation only if
      one or more of the Finance Parties is
  non-Norwegian.

              


      

    

    
      


    

    
      
        	
                23.4

              	
                No
      failure or delay on the part of the Banks or the Agent to exercise any
      power, right or remedy under this Loan Agreement or any of the Security
      Documents shall operate as a waiver thereof, nor shall any single or
      partial exercise by the Banks or the Agent of any power, right or remedy
      preclude any other or further exercise thereof or the exercise of any
      other power, right or remedy. The remedies provided herein and in the
      Security Documents are cumulative and are not exclusive of any remedies
      provided by law.

              


      

    

    
      


    

    
      


    

    
      
        	
                24

              	
                LAW
      AND JURISDICTION

              


      

    

    
      


    

    
      
        	
                24.1 

              	
                This
      Loan Agreement shall be governed by and interpreted under the laws of
      Norway.

              


      

    

    
      


    

    
      
        	
                24.2

              	
                Any
      action or proceeding against the Borrower and/or the Guarantor under this
      Loan Agreement may be brought and enforced in the courts in the City of
      Oslo and in any other court having jurisdiction, whether concurrently or
      not.

              


      

    

    
      


    

    
      
        	
                24.3

              	
                The
      choice of venue shall not prevent the Banks from enforcing any of the
      Security Documents in other jurisdictions the Banks deem more appropriate,
      specifically actions against the Vessel may be enforced where the Vessel
      is located or registered,

              


      

    

    
      


    

    
      


    

    
      
        	
                25

              	
                SIGNATURES

              


      

    

    
      


    

    
      This
Agreement has been entered into in three counterparts by their duly authorised
representatives on the date first mentioned above.

    

    
      

        
          
             


          

          
            29

            
              

            

          

          
             


          

        

      

       

    

    
      
        	 	
                
                  For
      and on behalf of

                

              	 	
                
                  For
      and on behalf of

                

              	 
	 	
                
                  DEEPOCEAN
      SHIPPING AS

                

              	 	
                
                  NORDEA
      BANK NORGE ASA

                

              	 
	 	
                
                  (as
      Borrower)

                

              	 	
                
                  (as
      Agent)

                

              	 
	 	 	 	 	 
	 	
                ILLEGIBLE

              	 	ILLEGIBLE	 
	 	
                
                  Signature

                

              	 	
                
                  Signature

                

              	 
	 	 
      	 	 
      	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                
                  For
      and on behalf of

                

              	 	
                
                  For
      and on behalf of

                

              	 
	 	
                
                  DEEPOCEAN
      ASA

                

              	 	
                
                  NORDEA
      BANK NORGE ASA.

                

              	 
	 	
                
                  (as
      Guarantor)

                

              	 	
                
                  (as
      Bank)

                

              	 
	 	 	 	 	 
	 	ILLEGIBLE	 	ILLEGIBLE	 
	 	
                
                  Signature

                

              	 	
                
                  Signature

                

              	 
	 	 
      	 	 
      	 
	 	 	 	 	 


      

    


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    
      Schedule
1

    

    
      to the
Loan Agreement

    

    
      dated 19
November 2007

    

    
      between
DeepOcean Shipping AS and

    

    
      Nordea
Bank Norge ASA

    

    
      


    

    
      


    

    
      
         
LIST
OF BANKS AND FINANCIAL INSTITUTIONS 

         

         

        THE
BANKS AND THEIR COMMITMENT

      

    

    
      


    

    


    
      
        	
                
                  Banks

                

              	
                
                  Commitment

                

              
	 	 
	
                
                  Nordea
      Bank Norge ASA

                

              	
                
                  USD
      18,000,000

                

              
	 	 
	
                
                  Total

                

              	
                
                  USD
      18,000,000

                

              


      

    


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    
      Schedule
2

    

    
      to the
Loan Agreement

    

    
      dated 19
November 2007

    

    
      between
DeepOcean Shipping AS and

    

    
      Nordea
Bank Norge ASA

    

    
      


    

    
      


    

    
      CONDITIONS
PRECEDENT

       

    

    
      


    

    
      
        	
                1.

              	
                Documents
      in respect of the Borrower:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                the
      Articles of Association (Norwegian:
      "Vedtekter");

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                a
      Certificate of Registration (Norwegian:
      "Firmaattest");

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                a
      resolution of the board of directors authorising the execution of the
      Finance Documents to which it is a
party;

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                a
      power of attorney to its representatives for the execution and
      registration of the Finance Documents to which it is a
    party;

              


      

    

    
      


    

    
      
        	
              	
                (e)

              	
                all
      approvals, authorisations and consents required by any government or other
      authorities in order for the Borrower to enter into and perform its
      obligations under this Loan Agreement and/or any of the Finance Documents
      to which it is a party;

              


      

    

    
      


    

    
      
        	
              	
                (f)

              	
                a
      budget, to be delivered to the Agent evidencing the projected operating
      expenses of the Vessel on an annual
basis;

              


      

    

    
      


    

    
      
        	
              	
                (g)

              	
                Confirmation
      of acceptance by the Borrower to the Agent's letter setting out the
      effective annual interest;
and

              


      

    

    
      


    

    
      
        	
              	
                (h)
      

              	
                Evidence
      that the fees, costs and expenses then due from the Borrower pursuant to
      Clause 18 (Fees and Costs) have been paid or will be paid on the Drawdown
      Date.

              


      

    

    
      


    

    
      
        	
                2.

              	
                Documents
      in respect of the Guarantor:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                the
      Articles of Association (Norwegian:
      "Vedtekter");

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                a
      Certificate of Registration (Norwegian:
      "Firmaattest");

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                a
      resolution of the Board of Directors authorising the execution of this
      Loan Agreement; and

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                most
      recent (dated 31 December 2006 or later) audited financial statements
      .

              


      

    

    
      


    

    
      
        	
                3.

              	
                Documents
      in respect of the Vessel:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                evidence
      that the Vessel is registered in the name of the Borrower in the Isle of
      Man ship registry and that the Mortgage is executed and recorded with its
      intended first priority over the Vessel and that no other encumbrances
      (except for a second priority mortgage over the Vessel in favour of the
      Swap Provider) are registered against the
  Vessel;

              


      

    

    
      

        
          
             


          

          
            32

            
              

            

          

          
             


          

        

      

       

    

    
      
        	
              	
                (b)

              	
                an
      updated class certificates in respect of the Vessel from the relevant
      classification society, confirming that the Vessel is in class with no
      overdue conditions or
recommendations;

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                copies
      of insurance policies/cover notes documenting that insurance cover has
      been taken out in respect of the Vessel in accordance with Clause 15.4 k)
      (Insurances), and evidence that the Agent's (on behalf of the Banks)
      security interests in the insurance policies have been noted in accordance
      with relevant notices and acknowledgements as required under the
      Assignment of Insurances; and

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                copies
      of the document of compliance with applicable Safety Regulations and any
      certificates issued with respect to the Vessel as required by the relevant
      authorities at such time.

              


      

    

    
      


    

    
      
        	
                4.

              	
                The
      Finance Documents and related
documents:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                this
      Loan Agreement executed by the Borrower in three (3)
      originals;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                a
      copy of the ISDA Agreement and the second priority mortgage over the
      Vessel in favour of the Swap
Provider;

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                the
      Drawdown Notice;

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                the
      Certificate of Compliance;

              


      

    

    
      


    

    
      
        	
              	
                (e)

              	
                the
      Assignment of Insurances;

              


      

    

    
      


    

    
      
        	
              	
                (f)

              	
                the
      Assignment of Earnings;

              


      

    

    
      


    

    
      
        	
              	
                (g)

              	
                the
      Mortgage;

              


      

    

    
      


    

    
      
        	
              	
                (h)

              	
                the
      Deed of Covenants; and

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                the
      notices of assignment to and acknowledgement and consent from the relevant
      parties as required in the Assignment of Insurances and the Assignment of
      Earnings.

              


      

    

    
      


    

    
      
        	
                5.

              	
                Legal
      opinions

              


      

    

    
      


    

    
      Favourable
legal opinions in form and substance satisfactory to the Agent from lawyers
appointed by the Agent on matters concerning all relevant
jurisdictions.

    

    
      


    

    
      
        	
                6.

              	
                Other
      documents;

              


      

    

    
      


    

    
      Such
other documents as the Agent may reasonable require and which shall be requested
in writing from the Borrower within two (2) Banking Days prior to the Drawdown
Date at the latest.

    

    
      

        
          
             


          

          
            33

            
              

            

          

          
             


          

        

      

    

    
      


    

    
      Schedule
3

    

    
      to the
Loan Agreement

    

    
      dated 19
November 2007

    

    
      between
DeepOcean Shipping AS and

    

    
      Nordea
Bank Norge ASA

    

    
      


    

    
      


    

    
      FORM
OF DRAWDOWN NOTICE

       

      

        
          
             


          

          
            34

            
              

            

          

          
             


          

        



    

    
      FORM OF
DRAWDOWN NOTICE:

    

    
      [Place
and date]

    

    
       NORDEA
BANK NORGE ASA

    

    
      


    

    
      Att:

    

    
      


    

    
      


    

    
      Dear
Sirs,

    

    
      


    

    
      RE:
USD 18,000,000 CREDIT FACILITY AGREEMENT

    

    
      


    

    
      


    

    
      We refer
to the credit facility agreement dated 19 November 2007 (the "Loan Agreement")
made between Nordea Bank Norge ASA and certain banks as lenders (the "Banks"),
and Nordea Bank Norge ASA as Agent on behalf of the Banks, and the undersigned
as Borrower, in respect of the captioned loan.

    

    
      


    

    
      Capitalized
words and expressions are used herein as defined in the Loan
Agreement.

    

    
      


    

    
      We hereby
give you notice that we wish to draw USD 18,000,000 of the Commitment in the
amount of USD 18,000,000 on [•] 2007 to refinance the loan provided to us
pursuant to the loan agreement dated 20 December 2004 (as later amended) and ask
you upon your satisfaction of the conditions of Clause 6 of the Loan Agreement
to transfer the amount to [account no., account bank and account holder to be
specified].

    

    
      


    

    
      We hereby
select that the initial Interest Period shall be ____ months.

    

    
      


    

    
      We hereby
represent and warrant that no event has occurred which constitutes an Event of
Default or which by giving of notice and/or lapse of time would constitute an
Event of Default. We furthermore represent and warrant that our representations
contained in the Loan Agreement are true and accurate at the time hereof with
reference to the facts now subsisting.

    

    
      


    

    
      


    

    
      Yours
faithfully,

    

    
      


    

    
       DeepOcean
Shipping AS

    

    
      


    

    
      


    

    
      ___________________

       

    

    
      [signed
by duly authorised persons of the Borrower]


    


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    
      Schedule
4

    

    
      to the
Loan Agreement

    

    
      dated 19
November 2007

    

    
      between
DeepOcean Shipping AS and

    

    
      Nordea
Bank Norge ASA.

    

    
      


    

    
      


    

    
      FORM
OF CERTIFICATE OF COMPLIANCE

       

    


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    
      FORM OF
COMPLIANCE CERTIFICATE:

    

    
      [Place
and date]

       

      NORDEA
BANK NORGE ASA Attn:

    

    
      


    

    
      


    

    
      Dear
Sirs,

    

    
      


    

    
      DEEPOCEAN
SHIPPING AS - USD 18,000,000 CREDIT FACILITY AGREEMENT

    

    
      


    

    
      We refer
to the credit facility agreement dated 19 November 2007 (the "Loan Agreement")
made between Nordea Bank Norge ASA. and the financial institutions as lenders
(the "Banks"), and Nordea Bank Norge ASA as Agent and arranger on behalf of the
Banks, and the undersigned as Guarantor, in respect of the captioned
loan.

    

    
      


    

    
      Capitalised
terms defined in the Loan Agreement shall have the same meaning when being used
in this compliance certificate.

    

    
      


    

    
      With
reference to clause 15.3 of the Agreement, we confirm that as at [date] the following to be a
true:

    

    
      


    

    
      Covenants
regarding the Guarantor:

    

    
      


    

    
      
        
          
            
              
                
                  	
                          
                            Covenant

                          

                        	
                          
                            Status
      at the date hereof

                          

                        	
                          
                            Minimum
      requirement

                          

                        
	
                          
                            Working
      Capital

                          

                        	 
      	
                          
                            The
      ratio of Current Assets to Current Liabilities to be greater than
      1.1:1.0.

                          

                        
	
                          
                            Minimum
      Leverage Ratio

                          

                        	 
      	
                          
                            The
      ratio of consolidated Net Interest Bearing Debt to EBITDA (including any
      lease obligations) on a trailing four quarter basis shall at no time be
      greater than 4:1.

                          

                        
	
                          
                            Minimum
      Book Equity

                          

                        	 
      	
                          
                            The
      Book Equity shall at all times be no less than 35% of the aggregate of (i)
      the Total Book Assets and (ii) the Total
  Liabilities

                          

                        


                

              

            

          

        

      

    

    
      


    

    
      No event
has occurred which with or without notice and/or lapse of time would constitute
an Event of Default under the Loan Agreement.

    

    
      


    

    
      We hereby
repeat the representations and warranties of the Loan Agreement clause 14 which
relate to us to be true and correct in all respects at the date
thereof.


    


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    
      Yours
faithfully,

    

    
      


    

    
      DEEPOCEAN
ASA

    

    
      


    

    
      


    

    
      __________________

    

    
      [signed
by duly authorised persons of the Guarantor]

    


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    
      Schedule
5

    

    
      to the
Loan Agreement

    

    
      dated ] 9
November 2007

    

    
      between
DeepOceanShipping AS and

    

    
      Nordea
Bank Norge ASA.

    

    
      


    

    
      


    

    
      FORM OF ASSIGNMENT
AGREEMENT

    

    
      


    


    
      
         


      

      
        39

        
          

        

      

      
         


      

    

    
      


    

    
      


    

    
      ASSIGNMENT
AGREEMENT

    

    
       

    

    
       

    

    
      between

    

    
       

    

    
       

    

    
      NORDEA
BANK NORGE ASA

    

    
      as
Agent and arranger

    

    
       

    

    
       

    

    
      and

    

    
       

    

    
       

    

    
      DEEPOCEAN
SHIPPING AS as Borrower

    

    
      


    

    
      


    

    
      Dated 19
November 2007

    


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    
      This
assignment agreement (the "Assignment Agreement") has
been entered into on this 19th day of
November 2007 between:

       

    

    
      


    

    
      
        	
                (1)

              	
                Nordea Bank Norge ASA,
      PO Box 1166, Sentrum, 0107 Oslo, Norway, acting as agent for a
      syndicate of banks and as bank under the Loan Agreement (as defined below)
      (the "Agent");
      and

              


      

    

    
      


    

    
      
        	
                (2)

              	
                DeepOcean Shipping AS, a
      Norwegian limited liability company with company registration number 979
      45 107 with registered address at Stoltenberggaten 1, 5527 Haugesund,
      Norway (the "Borrower").

              


      

    

    
       

       

    

    
      The
parties to this Assignment Agreement shall be referred to collectively as the
"Parties" and
individually as a "Party".

    

    
      


    

    
      


    

    
      WHEREAS:

    

    
      


    

    
      
        	
                (A)

              	
                By
      a long term credit facility (the "Loan Facility") in the
      maximum amount of USD 18,000,000 (eighteen million) on the terms and
      conditions set out in a loan agreement dated 19 November 2007 (the "Loan Agreement", which
      expression shall include a reference to any agreement and/or instrument
      prolonging or refinancing, in part or in whole, the financial indebtedness
      as set out therein), between certain banks (the "Banks") (as lenders)
      and the Borrower, the Banks have, according to their several obligations,
      made the Loan Facility available to the Borrower with the purpose of
      refinancing the existing indebtedness in respect of the MV Atlantic
      Challenger, a 1990 built /1999 rebuilt offshore construction vessel of
      3,372 dwt (the "Vessel")
      owned by the Borrower;

              


      

    

    
      


    

    
      
        	
                (B)

              	
                Any
      amount outstanding under the Loan Agreement from time to time shall be
      secured by (i) the Assignment of Earnings (including the Factoring
      Agreement) and the Assignment of Insurances, as set out in thisAssignment
      Agreement, (ii) a first ranking mortgage over the Vessel and (iii) an
      on-demand guarantee from DeepOcean ASA, as set forth in the Loan
      Agreement.;

              


      

    

    
      


    

    
      
        	
                (C)

              	
                It
      is a condition precedent for the utilisation of the Loan Facility that the
      Borrower enter into this Assignment Agreement and grants, in favour of the
      Agent (on behalf of the Banks) the collateral security set out
      herein.

              


      

    

    
      


    

    
      


    

    
      NOW
THEREFORE IT IS HEREBY AGREED as follows:

    

    
      


    

    
      


    

    
      
        	
                1

              	
                DEFINITIONS

              


      

    

    
      


    

    
      
        	
                1.1

              	
                In
      this Assignment Agreement including the preamble hereto (unless the
      context otherwise requires) any term or expression defined in the preamble
      shall have the meaning
      ascribed to it therein. In addition, terms and expressions not defined
      herein but which are defined in the Loan Agreement shall have the meaning
      ascribed to them in the Loan
Agreement.

              


      

    

    
      

        
          
             


          

          
            41

            
              

            

          

          
             


          

        

      

       

       

    

    
      
        	
                2

              	
                ASSIGNMENT

              


      

    

    
      


    

    
      
        	
                2.1

              	
                To
      secure the payment and the discharge of the Borrower's obligations under
      the Loan Agreement and the payment of all sums which from time to time may
      become due thereunder, and to secure the performance and observance of and
      compliance with all the covenants, terms and conditions contained in the
      Loan Agreement, the Borrower hereby assigns to the Agent (on behalf of the
      Banks) on first priority:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                all
      (i) freight and hire including, but not limited to all payments in respect
      of the Vessel to be made to the Borrower as a consequence of the operation
      of the Vessel under any charter party and any other contract of employment
      related to the Vessel; (ii) compensation payable to the Borrower in the
      event of any requisition of the Vessel; (iii) remuneration for salvage and
      other services performed by the Vessel payable to the Borrower; (iv)
      demurrage and retention money receivable by the Borrower in relation to
      any Vessel; (v) damage for breach (or payments for variation or
      termination) of any contract of employment of the Vessel; and (vi) other
      monies whatsoever due or to become due to the Borrower from any third
      parties in respect of the Vessel or otherwise (the aforesaid hereinafter
      collectively referred to as the "Earnings");
      and

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                all
      amounts due or to become due from any insurers as payment of losses or as
      return of premium or otherwise, under any insurances policies taken out
      for the Vessel and all other sums whatsoever due or to become due in
      respect of the Vessel or the insurance thereof (collectively the "Insurances").

              


      

    

    
      


    

    
      
        	
                2.2

              	
                The
      Borrower undertakes promptly to give notice of the assignment of the
      Earnings and Insurances to any charterer and the insurers and any other
      third party from which any of the Earnings or amounts may become payable
      in the form set out in Schedules 1 and
      2 hereto,
      respectively, or such other form as deemed sufficient by the Agent, and
      procure that any recipient of such notice acknowledges receipt of the
      notice as set out
therein.

              


      

    

    
      


    

    
      


    

    
      
        	
                3

              	
                PERFECTION

              


      

    

    
      


    

    
      
        	
                3.1

              	
                The
      Borrower agrees that at any time and from time to time upon the written
      request of the Agent, it will promptly and duly execute and deliver to the
      Agent any and all such further instruments and documents as the Agent on
      behalf of the Banks may reasonably deem necessary or desirable to register
      this Assignment Agreement in any applicable registry, and to maintain
      and/or perfect the security created by this Assignment Agreement and the
      rights and powers herein granted. This shall include the Factoring
      Agreement in the amount of NOK 190,000,000 currently registered against
      the Borrower in the Norwegian Register of Moveable Property (Losoreregisteret).

              


      

    


    
      
         


      

      
        42

        
          

        

      

      
         


      

    

    
 

    
      
        	
                4

              	
                ASSIGNMENT
      OF THIS AGREEMENT

              


      

    

    
      


    

    
      
        	
                4.1

              	
                The
      Banks may assign or transfer their rights hereunder to any person to whom
      the rights and obligations of the Banks under the Loan Agreement are
      wholly or partially assigned in accordance with Clause 20 ("Transfer and Participations")
      of the Loan Agreement.

              


      

    

    
      


    

    
      


    

    
      
        	
                5

              	
                NO
      FURTHER ASSIGNMENT OR PLEDGE

              


      

    

    
      


    

    
      
        	
                5.1

              	
                The
      Borrower shall not, unless prior written consent has been obtained from
      the Agent or otherwise permitted under the Loan Agreement, be entitled to
      further assign or pledge the Earnings and/or the
    Insurances.

              


      

    

    
      


    

    
      


    

    
      
        	
                6

              	
                ADDITIONAL
      AND CONTINUING SECURITY

              


      

    

    
      


    

    
      
        	
                6.1

              	
                The
      security contemplated by this Assignment Agreement shall be in addition to
      any other security granted in accordance with the Loan Agreement, and
      shall be a continuing security in full force and effect as long as any
      obligations are outstanding under the Loan
  Agreement.

              


      

    

    
      


    

    
      


    

    
      
        	
                7

              	
                CONFLICT
      WITH THE LOAN AGREEMENT

              


      

    

    
      


    

    
      
        	
                7.1

              	
                As
      between the Borrower and the Agent, in the event of any conflict or
      inconsistency between the terms of the Loan Agreement and this Assignment
      Agreement, the terms of the Loan Agreement will
  prevail.

              


      

    

    
      


    

    
      


    

    
      
        	
                8

              	
                NOTICES

              


      

    

    
      


    

    
      
        	
                8.1

              	
                Every
      notice or demand under this Assignment Agreement shall be in writing, but
      may be given or made by fax which shall be sent to each Party at their
      respective addresses:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                The
      Agent

              


      

    

    
      


    

    
      For
credit matters:

    

    
      


    

    
      Nordea
Bank Norge ASA

    

    
      Att:
OddbjomWarpe

    

    
      PO BOX
1166 Sentrum

    

    
      0107
OSLO

    

    
      


    

    
      Telefax:
+47 22 48 66 68

    


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


    
      For Loan
Administration:

    

    
      


    

    
      Nordea
Bank Norge ASA

    

    
      Att:
International Loan Administration

    

    
      PO BOX
1166 Sentrum

    

    
      0107
OSLO

    

    
      


    

    
      Telefax:
+47 22 48 42 78

    

    
      


    

    
      


    

    
      (ii)           The
Borrower:

    

    
      


    

    
      DeepOcean
Shipping AS

    

    
      


    

    
      Att: CEO
Gerhard Skaleskog

    

    
      


    

    
      Telefax:
+47 52 70 04 01


    

    
      
 

    

    
      
        	
                9

              	
                MISCELLANEOUS

              


      

    

    
      


    

    
      
        	
                9.1

              	
                The
      Parties hereby confirm that they have received a copy of the Loan
      Agreement.

              


      

    

    
      


    

    
      


    

    
      
        	
                10

              	
                GOVERNING
      LAW AND JURISDICTION

              


      

    

    
      


    

    
      
        	
                10.1

              	
                This
      Assignment Agreement shall be governed by and construed in accordance with
      Norwegian law. The undersigned hereby unconditionally and irrevocably
      submits to the non-exclusive jurisdiction of the Norwegian courts, the
      venue to be Oslo City Court.

              


      

    

    
      


    

    
      


    

    
      IN WITNESS WHEREOF the
undersigned hereby execute this Assignment Agreement on 19 November
2007.

    

    
      


    

    


    
      
        	 	
                
                  For
      and on behalf of

                

              	 	
                
                  For
      and on behalf of

                

              	 
	 	
                
                  Nordea Bank Norge ASA.

                

              	 	
                
                  DeepOcean
      Shipping AS

                

              	 
	 	
                
                  (as
      Agent)

                

              	 	
                
                  (as Borrower)

                

              	 
	 	 
      	 	 
      	 
	 	 
      	 	 
      	 
	 	
                
                  Signature

                

              	 	
                
                  Signature

                

              	 
	 	 
      	 	 
      	 
	 	 
      	 	 
      	 
	 	
                
                  Name
      and title in block letters

                

              	 	
                
                  Name
      and title in block letters

                

              	 


      

    


    
      
         


      

      
        44

        
          

        

      

      
         


      

    


    
      Schedules 1
(A)

    

    
      to the
Assignment Agreement

    

    
       dated
19 November 2007

    

    
      


    

    
      


    

    
      FORM
OF NOTICE OF ASSIGNMENT

    

    
      AND
LOSS PAYABLE CLAUSE

    

    
      (in
respect of Insurances - for endorsement to the policy)

    

    
      


    

    
      MV
ATLANTIC CHALLENGER

    

    
      (the
"Vessel")

    

    
      


    

    
      
        	
                1.

              	
                Notice of
      Assignment

              


      

    

    
      


    

    
      Please
take notice that by an assignment in writing dated the date hereof we (the "Assignors") have assigned to
Nordea Bank Norge ASA as "Agent" on behalf of the banks
(the "Banks") as defined
in the loan agreement as of the date hereof between the Agent and DeepOcean
Shipping AS as borrower, all our rights, title and interest in all insurances
relating to the Vessel. This includes the insurances constituted by the policy
whereon this notice is endorsed.

    

    
      


    

    
      
        	
                2.

              	
                Loss Payable
      Clause

              


      

    

    
      


    

    
      You are
hereby irrevocably instructed to pay all and any sums receivable in respect of
the insurances you have effected on or in relation to the Vessel as
follows:

    

    
      


    

    
      To the
Hull & Machinery, Hull Interest and War Risks insurers:

    

    
      


    

    
      
        	
              	
                (A)

              	
                Any
      and every sum receivable in respect of a Total Loss and any and every sum
      receivable in respect of a casualty, shall be paid directly and in full to
      the Agent; and

              


      

    

    
      


    

    
      
        	
              	
                (B)

              	
                All
      other sums receivable in respect of the insurances hereunder shall be paid
      to the Assignors unless and until you have received written notice from
      the Agent that all sums receivable in respect of the insurances hereunder
      shall be paid directly to the Agent or its
  order.

              


      

    

    
      


    

    
      For the
purpose of the above loss payable clause "Total Loss" shall mean (a) an
actual or constructive or compromised or arranged total loss of the Vessel and
(b) a requisition for title or other compulsory acquisition of the Vessel
otherwise than requisition for hire or (c) a capture, seizure, arrest detention
or confiscation of the Vessel by any government, unless the Vessel are released
from such capture, seizure arrest or detention within one month after the
occurrence thereof.


    


    
      
         


      

      
        45

        
          

        

      

      
         


      

    


    
      
        	
                 
      

              	
                To
      the P&I insurers:

              


      

    

    
      


    

    
      Payment
of any recovery DeepOcean Shipping AS (the "Owner") or any charterer is
entitled to make out of the funds of the Association in respect of any
liability, costs or expenses incurred by him shall be made to his order unless
and until the Association receives notice to the contrary from the Agent in
which event all recoveries shall thereafter be paid to the Agent or their order;
provided always that no liability whatsoever shall attach to the Association,
its managers or their agents for failure to comply with the latter obligation
until after the expiry of two clear business days from the receipt of such
notice.


    

    
      


    

    
      
        	
                3.

              	
                Notice
      of Cancellation

              


      

       

      The Agent
shall be advised:

    

    
      


    

    
      
        	
              	
                (A)

              	
                if
      the insurers cancel or give notice of cancellation of the policy whereon
      this notice is endorsed at least 14 days (7 days in case of war risk)
      before such cancellation is to take
effect;

              


      

    

    
      


    

    
      
        	
              	
                (B)

              	
                of
      any alteration in or termination or expiry of the policy at least 14 days
      before any such alteration, termination or expiry is to take
      effect;

              


      

    

    
      


    

    
      
        	
              	
                (C)

              	
                of
      any default in the payment of any premium or failure to renew the
      insurances constituted by the policy at least 14 days prior to the date of
      renewal thereof; and

              


      

    

    
      


    

    
      
        	
              	
                (D)

              	
                of
      any act or omission or of any other event of which the insurers have
      knowledge and which might invalidate or render unenforceable in whole or
      in part the insurances constituted by the
  policy.

              


      

    

    
      


    

    
      


    

    
      Oslo, [•]
2007

    

    
      


    

    
      


    

    
      For and
on behalf of

    

    
      DeepOcean
Shipping AS

    

    
      as
Assignor

      
 

    

    
      
        
          	 
      
	
                  
                    Signature

                  

                
	 
      
	 
      
	
                  
                    Name
      and title in block
letters

                  

                


        

      

    


    
      
         


      

      
        46

        
          

        

      

      
         


      

    


    
      Schedules 1
(B)

    

    
      to the
Assignment Agreement

    

    
       dated
19 November 2007

    

    
      


    

    
      


    

    
      FORM
OF

    

    
      ACKNOWLEDGEMENT
OF NOTICE OF ASSIGNMENT

    

    
      (in
respect of Insurances)

       

    

    
      In
duplicate:

    

    
      


    

    
      To:

    

    
      Nordea
Bank Norge ASA

    

    
      Attention:
Loan Administration Department

    

    
      Telefax:+
47 22 48 42 78

    

    
      


    

    
      


    

    
      Dear
Sirs, 

      MV Atlantic Challenger (the
"Vessel")

    

    
      


    

    
      We hereby
acknowledge having received the attached Notice of Assignment from DeepOcean
Shipping AS (the "Owner")
related to the Vessel.

    

    
      


    

    
      We have
duly noted and do accept that our payments due to the Owners, under the
insurance policy(-ies) taken out for the Vessel as an Owners' entry pursuant to
our rules, shall be made in accordance with the instructions set out in the
Notice of Assignment, including the loss payable clause therein, and payment due
to the mortgagee will be made to such account as from time to time instructed by
you, which bank has been duly noted by ourselves as the first priority mortgagee
of the said Vessel on its own behalf and on behalf of certain other banks as
agent therefore.

    

    
      


    

    
      Place and
date: [*]

    

    
       

    

    
      
        	
                
                  For
      and on behalf of

                

              
	
                
                  [Name
      of Insurer]

                

              
	 
      
	 
      
	
                
                  Signature

                

              
	 
      
	 
      
	
                
                  Name
      with capital
fetters

                

              


      

    


    
      
         


      

      
        47

        
          

        

      

      
         


      

    


    
      Schedules 2
(A)

    

    
      to the
Assignment Agreement dated 19 November 2007

    

    
      


    

    
      


    

    
      To:
[•].

    

    
      


    

    
      FORM
OF NOTICE OF ASSIGNMENT

    

    
      (in
respect of Earnings)

    

    
      


    

    
      MV
ATLANTIC CHALLENGER

    

    
      (the
"Vessel")

    

    
      


    

    
      We refer
to the charter party dated on [•] (the "Charter Party") made between
yourself as charterer and ourselves as owners in respect of the
Vessel.

    

    
      


    

    
      We hereby
give you notice that:

    

    
      


    

    
      
        	
                (i)

              	
                by
      a general assignment dated 19 November 2007 (the "Assignment") made
      between ourselves and Nordea Bank Norge ASA (on behalf of certain other
      banks) (the "Agent"),
      we have assigned absolutely and have agreed to assign absolutely to
      and in favour of the Agent all our rights, title and interest, present and
      future to all moneys due and payable by yourselves to ourselves under the
      Charter Party;

              


      

    

    
      


    

    
      
        	
                (ii)

              	
                by
      the Assignment Agreement, the Agent (or its nominee) is entitled to (but
      without obligation to do so), if an Event of Default shall occur (as more
      particularly described therein) and if it shall decide, by written notice
      to you and ourselves, to enter into and fulfil the obligations of the
      undersigned as party to the Charter Party as if it were a party thereto
      from the date hereof;

              


      

    

    
      


    

    
      
        	
                (iii)

              	
                you
      are hereby irrevocably authorised and instructed to continue the
      performance of your obligations under the Charter Party towards us and
      receive instructions from us, until such time as the Agent shall direct to
      the contrary whereupon all instructions or demands for actions shall be
      made by the Agent and payments are due to the Agent or as it may direct;
      and

              


      

    

    
      


    

    
      
        	
                (iv)

              	
                that
      the Assignment by reference to a credit facility agreement dated 19
      November 2007 includes provisions that no amendments shall be made to the
      Charter Party (nor shall you be released from your obligations thereunder)
      without the previous written consent of the Agent and that we shall remain
      liable to perform all our obligations under the Charter Party and the
      Agent shall be under no obligations of any kind whatsoever in respect
      thereof.

              


      

    


    
      
         


      

      
        48

        
          

        

      

      
         


      

    


    
      The
authority and instructions herein contained cannot be revoked or varied by us
without the consent of the Agent. The provisions of this notice and its
acknowledgement shall be governed by the laws of Norway

    

    
      


    

    
      For and
on behalf of

    

    
      DeepOcean
Shipping AS

    

    
      as
Assignor

       

    

    


    
      
        
          	 
      
	
                  
                    Signature

                  

                
	 
      
	 
      
	
                  
                    Name
      and title in block
letters

                  

                


        

      

    


    
      
         


      

      
        49

        
          

        

      

      
         


      

    


    
      Schedules 2
(B)

    

    
      to the
Assignment Agreement

    

    
      dated 19
November 2007

    

    
      


    

    
      


    

    
      FORM
OF ACKNOWLEDGEMENT OF NOTICE OF ASSIGNMENT

    

    
      (in
respect of Earnings)

    

    
      


    

    
      In
duplicate:

    

    
      


    

    
      To:

    

    
      Nordea
Bank Norge ASA

    

    
      Attention:
Loan Administration Department

    

    
      Telefax:+47
22 48 42 78

    

    
      


    

    
      


    

    
      Dear
Sirs,

    

    
      


    

    
      MV
ATLANTIC CHALLENGER - the "Vessel"

    

    
      


    

    
      We
acknowledge having received the attached Notice of Assignment of Earnings, and
agree to pay all such monies as aforesaid in accordance with the instruction set
out therein.

    

    
      


    

    
      Furthermore,
we hereby undertake not to terminate in part or in full the charterparty as a
consequence of any breach by DeepOcean Shipping AS (or any of its assignees) of
any of its financial obligations unless towards us and not waived or
remedied.


    

    
      


    

    


    
      
        	
                
                  Place
      and date: [*]

                

              
	 
	
                
                  For
      and on behalf of

                

              
	
                
                  [Name
      of charterer]

                

              
	 
	 
      
	
                
                  Signature

                

              
	 
      
	 
      
	
                
                  Name
      with capital
letters

                

              


      

    


    
      
         


      

      
        50

        
          

        

      

      
         


      

    


    
      Schedule
6

    

    
      to the
Loan Agreement

    

    
      dated ] 9
November 2007

    

    
      between
DeepOceaiiShipping AS and

    

    
      Nordea
Bank Norge ASA.

    

    
      


    

    
      


    

    
      FORM
OF ISLE OF MAN FIRST PRIORITY MORTGAGE


    

    
      


    


    
      
         


      

      
        51

        
          

        

      

      
         


      

    


    
      Mortgage
to Secure Account Current, etc. (Body Corporate)

    

    


    
      
        	
                
                  IMO
      number 

                

              	
                
                  Official
      number

                

              	
                At
      Name
      of ship

              	
                Port
      of registry

              
	
                8607311

              	
                739295

              	
                Atlantic
      Challenge

              	
                Douglas

              
	 
      	 
      	 
      	
                 
      M

              	
                
                  cm

                

              	
                
                  Sailing,
      steam or

                   motor
      ship

                

              	
                
                  Horse
      power of 

                  engines

                   (if
      any)

                

              
	
                
                  Length

                

              	 
      	 
      	
                
                  108

                

              	
                
                  12

                

              	
                
                  MOTOR

                

              	
                
                  5296
      kW

                

              
	
                
                  Main
      breadth

                

              	 
      	 
      	
                
                  19

                

              	
                
                  00

                

              	 
      	 
      
	
                
                  Depth

                

              	 
      	 
      	
                
                  12

                

              	
                
                  22

                

              	
                
                  Gross
      tonnage 

                  7,320
      tons

                

              	
                
                  Register
      tonnage

                   2,197

                

              
	 
      	 
      	 
      	 
      	 
      	
                (for
      dual tonnages stated 3
      the higher)

              
	
                and
      as desc described
      in more detail
      in the Register
      Book

              


      

    

    
      


    

    
      WHEREAS
there is an account current between (1) DEEP OCEAN SHIPPING AS (the
Mortgagor) a company
incorporated under the laws of Norway whose registered office and principal
place of business is at Stoltenberggaten 1, 5527 Haugesund, Norway and (2) Nordea Bank Norge ASA acting
through its office at P O Box 1166, Sentrum, 0107 Oslo, Norway (the Mortgagee, which expression
shall include its successors and assigns) regulated by (a) a loan agreement
dated             
2007 between (i) the Mortgagor as borrower, (ii) Deep Ocean ASA as guarantor,
(iii) the financial institutions listed in schedule 1 thereto as banks and (iv)
Nordea Bank Norge ASA as agent (the Loan Agreement) and (b) a Deed
of Covenants of even date herewith made between the Mortgagor and the Mortgagee
(the Deed of Covenants)
AND WHEREAS pursuant to the Loan Agreement the Mortgagor has agreed to
execute this Mortgage for the purpose of securing payment by the Mortgagor to
the Mortgagee of all sums from time to time due or owing under the Loan
Agreement and/or the Deed of Covenants, whether in respect of principal interest
or costs and all other sums from time to time owing to the Mortgagee in the
manner and at the times set forth in the Loan Agreement and/or the Deed of
Covenants AND WHEREAS the amount of principal and interest and other sums due at
any given time can be ascertained by reference to the Loan Agreement and/or Deed
of Covenants or to the books of account or other accounting records of the
Mortgagee AND WHEREAS all references to the Loan Agreement and the Deed of
Covenants mean those documents as they may from time to time be amended,
restated, varied, extended, supplemented or novated.

    

    
      


    

    
      NOW WE
DEEP OCEAN SHIPPING AS
in consideration of the premises for ourselves and our successors
covenant with the said Nordea
Bank Norge ASA and its assigns, to pay to it the sums for the time being
due on this security, whether by way of principal or interest at the times and
manner aforesaid. And for the purpose of better securing to the mortgagee the
payment of such sums as last aforesaid, we do hereby mortgage to the mortgagee,
64/64lh shares
of which we are the owner in the ship above particularly described and in her
boats and appurtenances. Lastly we for ourselves and our successors covenant
with the mortgagee and its assigns that we have the power to mortgage in manner
aforesaid the above mentioned shares and that the same are free from
encumbrances.

    

    
      


    

    
      IN WITNESS WHEREOF the
Mortgagor has caused this Mortgage to be executed as a deed.

    

    
      


    

    
      
        
          
            	
                    Executed as a Deed on

                  	
                    2007

                  


          

        

      

    

    
      By
DEEP OCEAN SHIPPING AS

    

    
      Acting
by

    

    
      Its
duly authorised Attorney

    

    
      pursuant to a power of
attorney

    

    
      
        	
                dated

              	
                2007

              


      

       

    

    
      Signature
of witness: 

      Status:

       

    

    
      


    

    
      
        	
                Notes

              	
                1.
      

              	
                The
      prompt registration of a mortgage deed at the ship's port of registry is
      essential to the security of the mortgage as a mortgage takes its priority
      from the date of production for registry, not (ram the date of the
      instrument.

              


      

    

    
      
        
          	
                	
                  2.

                	
                  Registered
      owners or mortgagees must inform the Registrar of British Ships of any
      changes of address.

                


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      Schedule
7

    

    
      to the
Loan Agreement

    

    
      dated 19
November 2007

    

    
      between
DeepOceanShipping AS and

    

    
      Nordea
Bank Norge ASA.

    

    
      


    

    
      


    

    
      FORM
OF DEED OF COVENANTS


    

    
       

    

    
      

        
          
             


          

          
            52

            
              

            

          

          
             


          

        

      

       

    

    
      
        	DATED
      	
                
                  2007

                

              
	 
      
	
                
                  DEEP
      OCEAN SHIPPING AS

                

                
                  (as
      the Owner)

                

              
	 
	 
	
                
                  and

                

              
	 
	 
	
                
                  NORDEA
      BANK NORGE ASA

                

                
                  (as
      the Mortgagee)

                

              
	 
	 
	
                
                  DEED
      OF COVENANTS

                

                
                  (m.v.
      "Atlantic Challenger")

                

              
	 
      


      

       

       

       

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                Contents

              
	 	 	 
      
	 	
                 1.

              	
                
                  Definitions
      and Interpretation

                

              
	 	
                 2.

              	
                
                  Payment
      by Owner

                

              
	 	
                 3.

              	
                
                  Mortgage
      and Charge

                

              
	 	
                 4.

              	
                
                  Covenants
      for Title

                

              
	 	
                 5.

              	
                
                  Insurances
      and Requisition Compensation

                

              
	 	
                 6.

              	
                
                  Earnings

                

              
	 	
                 7.

              	
                
                  Owner's
      Obligations to Maintain the Vessel Etc

                

              
	 	
                 8.

              	
                
                  Owner's
      Obligations to Maintain Registration Etc

                

              
	 	
                 9.

              	
                
                  Representations
      and Warranties

                

              
	 	
                 10.

              	
                
                  Exclusion
      of Liabilities

                

              
	 	
                 11.

              	
                
                  Default
      and Enforcement

                

              
	 	
                 12.

              	
                
                  Receivers

                

              
	 	
                 13.

              	
                
                  Protection
      of Third Parties

                

              
	 	
                 14.

              	
                
                  Protection
      of Security

                

              
	 	
                 15.

              	
                
                  New
      Accounts

                

              
	 	
                 16.

              	
                
                  Application
      of Moneys

                

              
	 	
                 17.

              	
                
                  Power
      of Attorney

                

              
	 	
                 18.

              	
                
                  Delegation

                

              
	 	
                 19.

              	
                
                  Indemnities

                

              
	 	
                 20.

              	
                
                  Currency
      Clauses

                

              
	 	
                 21.

              	
                
                  Miscellaneous

                

              
	 	
                 22.

              	
                
                  Assignment

                

              
	 	
                 23.

              	
                
                  Notices

                

              
	 	
                 24.

              	
                
                  Governing
      Law

                

              
	 	
                 25.

              	
                
                  Jurisdiction

                

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      Deed
of Covenants

       

    

    
      
        
          	
                  Dated

                	
                  
                      2007

                  

                

                                       

      

    

    
      Between

    

    
      


    

    
      
        	
                1.

              	
                DEEP OCEAN SHIPPING AS a
      company incorporated in Norway whose registered office is at
      Stoltenberggaten 1, 5527 Haugesund, Norway (the Owner);
    and

              


      

    

    
      


    

    
      
        	
                2.

              	
                NORDEA BANK NORGE ASA, a
      company incorporated in Norway of PO Box 1166 Sentrum, 0107 Oslo, Norway
      (the Mortgagee).

              


      

       

    

    
      Introduction

    

    
      


    

    
      
        	
                A

              	
                The
      Owner is the sole, absolute and unencumbered beneficial and registered
      owner of sixty four sixty-fourth shares in the Vessel (as defined
      below).

              


      

    

    
      


    

    
      
        	
                B

              	
                Pursuant
      to a loan agreement dated 20 December 2004 (as amended) the Ownerhas taken
      up a term loan facility in the original amount of US$12,329,212.39 and a
      revolving credit facility in the original amount of US$3,600,000 (the
      Original Loan) for
      the purposes of refinancing the acquisition and refurbishment of the
      Vessel (as defined below).

              


      

    

    
      


    

    
      
        
          	
                  C

                	
                  Pursuant
      to a Loan Agreement
      dated            
       2007
      (the Loan
      Agreement)between (i) the Owner as borrower, (ii) Deep Ocean ASA as
      guarantor, (iii) the financial institutions listed in schedule 1 thereto
      as banks (the Banks)
      and (iv) Nordea Bank Norge ASA as agent (the Agent) the Banks agreed
      to make a US$18,000,000 loan facility available to the Owner to refinance
      the Original Loan.

                


        

      

    

    
      


    

    
      
        	
                D

              	
                It
      is a condition precedent to the availability of the facility under the
      Loan Agreementthat the Owner executes, delivers and registers the Mortgage
      (as defined below) relating to the Vessel in favour of the Mortgagee and
      enters into this Deed as security for the Secured Liabilities (as defined
      below).

              


      

    

    
      


    

    
      
        	
                E

              	
                The
      Owner has executed the Mortgage relating to the Vessel in favour of the
      Mortgagee.

              


      

    

    
      


    

    
      
        	
                F

              	
                This
      Deed is collateral to the Mortgage and is the Deed of Covenants referred
      to in the Mortgage but shall nevertheless continue in full force and
      effect notwithstanding any discharge of the
  Mortgage.

              


      

    

    
      


    

    
      
        	
                G

              	
                The
      Owner and the Mortgagee intend this Deed to take effect as a
      deed.

              


      

    

    
      


    

    
      It
is agreed:

    

    
      


    

    
      
        	
                1.

              	
                DEFINITIONS
      AND INTERPRETATION

              


      

    

    
      


    

    
      
        	
                1.1

              	
                Definitions

              


      

    

    
      


    

    
      In this
Deed (including for the avoidance of doubt the Introduction), unless the context
requires otherwise, the following definitions apply:

    

    
      


    

    


    
      
        
          	
                   

                	
                  
                    Business
      Day

                  

                	
                  
                    means
      any day (other than a Saturday or Sunday or public or bank holiday) on
      which dealings in deposits of US dollars are carried on in
      the London Interbank Eurocurrency Market and on which banks in the Isle of
      Man, Oslo and London are open for
  business;

                  

                


        

      

    

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      
        
          	
                   

                	
                  
                    Classification
      Society

                  

                	
                  
                    has
      the meaning given in Clause 7.1;

                  

                
	 	 	 
	 	
                  
                    Deed

                  

                	
                  
                    means
      this deed as amended, restated, novated, varied or supplemented from time
      to time;

                  

                
	 	 	 
	 	
                  
                    Earnings

                  

                	
                  
                    has
      the meaning given to it in the Loan Agreement.

                  

                
	 	 	 
	 	
                  
                    Environmental
      Claim

                  

                	
                  
                    means
      any claim by any government, judicial or regulatory authority that arises
      out of an Environmental Incident or an alleged Environmental Incident or
      which relates to any Environmental Law or any claim by any other person
      that relates to an Environmental Incident or to an alleged Environmental
      Incident;

                  

                
	 	 	 
	 	
                  
                    Environmental
      Incident

                  

                	
                  
                    means
      in relation to the Vessel:

                  

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

                  

                
	 	 	 
	 	 
      	
                  (b)

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

                  

                
	 	 	 
	 	 
      	(c)	
                  
                     any
      incident in which Environmentally Sensitive Material is released otherwise
      than from the Vessel and in connection with which the Vessel is actually
      or potentially liable to be arrested and/or where the Owner and/or any
      other operator or manager of the Vessel is at fault or allegedly at
      fault;

                  

                
	 	 	 
	 	
                  
                    Environmental
      Law

                  

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

                  

                


        

      

    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      
        	
                 

              	
                
                  Environmentally
      Sensitive Material

                

              	
                
                  means
      any radioactive emissions and any natural or artificial substance, whether
      in solid or liquid form or in the form of a gas or vapour and whether
      alone or in combination with any other substance, capable of causing harm
      to man or any other living organism or damaging the environment or public
      health or welfare including but not limited to any controlled, special,
      hazardous, toxic, radioactive or dangerous waste;

                

              
	 	 	 
	 	
                
                  Event
      of Default

                

              	
                
                  has
      the meaning given to it in the Loan Agreement;

                

              
	 	 	 
	 	
                
                  Finance
      Document

                

              	
                
                  has
      the meaning given to it in the Loan Agreement;

                

              
	 	 	 
	 	
                
                  insurances

                

              	
                
                  means
      the insurances placed by the Owner pursuant to Ciause 5 (but not any
      insurance placed by the Mortgagee under Clause
  5.3);

                

              
	 	 	 
	 	
                
                  Insurers

                

              	
                
                  means
      the underwriters, insurance companies and mutual insurance associations
      with whom the Insurances are placed;

                

              
	 	 	 
	 	
                
                  1SDA
      Agreement

                

              	
                
                  has
      the meaning given to it in the Loan Agreement;

                

              
	 	 	 
	 	
                
                  Mortgage

                

              	
                
                  means
      the first priority Isle of Man statutory ship mortgage relating to the
      Vessel dated the same date as this Deed;

                

              
	 	 	 
	 	
                
                  Receiver

                

              	
                
                  means
      a receiver and manager or a receiver (whether appointed pursuant to this
      Deed, pursuant to any statute, by a court or otherwise) of the Vessel or
      any part of it;

                

              
	 	 	 
	 	
                
                  Requisition
      Compensation

                

              	
                
                  means
      compensation payable because of requisition for title or other compulsory
      acquisition of the Vessel by any government;

                

              
	 	 	 
	 	
                
                  Second
      Priority Security

                

              	
                
                  means
      any second priority mortgage and/or collateral deed of covenants in
      relation to the Vessel entered into by the Owner in favour of the Swap
      Provider pursuant to the ISDA Agreement;

                

              
	 	 	 
	 	
                
                  Secured
      Liabilities

                

              	
                
                  means
      all present and future obligations and liabilities of the Owner to the
      Mortgagee and/or the Banks under or in relation to this Deed, the Loan
      Agreement, the Mortgage, the Security Documents or any other Finance
      Document, whether actual or contingent, whether owed jointly
      or severally and whether owed as principal or surety or in any other
      capacity, together with all costs, charges and expenses incurred by the
      Mortgagee and/or the Banks in connection with the protection, preservation
      or enforcement of its rights under this Deed, the Loan Agreement, the
      Mortgage, the Security Documents or any other Finance
      Document;

                

              


      

    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      
        	
                 

              	
                
                  Security
      Documents

                

              	
                
                  has
      the meaning given to it in the Loan Agreement;

                

              
	 	 	 
	 	
                
                  Security
      Period

                

              	
                
                  means
      the period beginning on the date of this Deed and ending on the date on
      which the Mortgagee is satisfied that all of the Secured Liabilities have
      been unconditionally and irrevocably paid and discharged in
      full;

                

              
	 	 	 
	 	
                
                  Swap
      Provider

                

              	
                
                  has
      the meaning given to it in the Loan Agreement;

                

              
	 	 	 
	 	
                
                  Total
      Loss

                

              	
                
                  has
      the meaning given to it in the Loan Agreement;

                

              
	 	 	 
	 	
                
                  Vessel

                

              	
                
                  means
      the vessel m.v. Atlantic Challenger registered in the name of the Owner
      under the laws and flag of the Isle of Man under Official Number 739295
      and with IMO Number 8607311 and includes any share or interest therein and
      her engines, machinery, boats, tackle, outfit, spare gear, fuel,
      consumable or other stores, belongings and appurtenances whether on board
      or ashore and whether now owned or hereafter
    acquired.

                

              


      

    

    
      


    

    
      
        	
                1.2

              	
                Interpretation

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                In
      this Deed capitalised terms defined in the Loan Agreement have, unless
      expressly defined in this Deed, the same meaning in this
    Deed.

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                In
      this Deed, unless the contrary intention appears, a reference
      to:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                an
      amendment includes
      a supplement, restatement, amendment, novation or re-enactment and amended is to be
      construed accordingly;

              


      

    

    
      


    

    
      assets includes properties,
revenues and rights of every description;

    

    
      


    

    
      an authorisation includes an
authorisation, consent, approval, resolution and licence;

    

    
      


    

    
      a month or months is a reference to a
period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month or the calendar month in which it
is to end, except that:

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    
      


    

    
      
        	
              	
                (aa)

              	
                if
      the numerically corresponding day is not a Business Day, the period will
      end on the next Business Day in that month (if there is one) or the
      preceding Business Day (if there is
not);

              


      

       

    

    
      
        	
              	
                (bb)

              	
                if
      there is no numerically corresponding day in that month, that period will
      end on the last Business Day in that month;
and

              


      

    

    
       

      
        	
              	
                (cc)

              	
                notwithstanding
      sub-paragraph (aa) above, a period which commences on the last Business
      Day of a month will end on the last Business Day in the next month or the
      calendar month in which it is to end, as
  appropriate;

              


      

    

    
      


    

    
      a person includes any person,
firm, company, corporation, partnership, association, organisation, government,
state, agency, trust or other entity (in each case whether or not having
separate legal personality);

    

    
      


    

    
      a regulation includes any
regulation, order, rule, official directive, request or guideline (whether or
not having the force of law) of any governmental body, agency, department or
regulatory or self regulatory authority or organisation;

    

    
      


    

    
      
        	
              	
                (ii)

              	
                any
      statute or statutory provision or any provision of law includes a
      reference to that statute or statutory provision or provision of law as
      from time to time amended, extended, replaced, re-enacted or consolidated
      and all subordinate legislation made pursuant to
  it;

              


      

    

    
      


    

    
      
        	
              	
                (iii)

              	
                a
      clause or a Schedule is a reference to a clause of or a Schedule to this
      Deed;

              


      

    

    
      


    

    
      
        	
              	
                (iv)

              	
                a
      person includes its permitted successors and assigns under this
      Deed;

              


      

    

    
      


    

    
      
        	
              	
                (v)

              	
                any
      Finance Document or a document is a reference to that Finance Document or
      document as it may have been amended, varied, restated, novated or
      supplemented from time to
time;

              


      

    

    
      


    

    
      
        	
              	
                (vi)

              	
                a
      time of day is a reference to London time unless otherwise
      stated;

              


      

    

    
      


    

    
      
        	
              	
                (vii)

              	
                an
      obligation of the Owner to do something shall include an obligation to
      procure that it is done and an obligation not to do something shall
      include an obligation not to permit, suffer or allow
  it;

              


      

    

    
      


    

    
      
        	
              	
                (viii)

              	
                words
      denoting the singular include the plural and vice versa and words denoting
      any gender include all
genders;

              


      

    

    
      


    

    
      
        	
              	
                (ix)

              	
                "includes",
      "including" and "in particular" shall not limit general words and
      expressions in connection with which they are used;
  and

              


      

    

    
      

        
          
             


          

          
            5

            
              

            

          

          
             


          

        

      

       

    

    
      
        	
              	
                (x)

              	
                winding-up,
      liquidation, dissolution or bankruptcy includes any equivalent or
      analogous proceedings under the laws of any jurisdiction other than the
      Isle of Man and any reference to an administrator, receiver,
      administrative receiver, trustee or manager includes the equivalent
      official in such
jurisdiction.

              


      

    

    
      


    

    
      
        	
                (c)

              	
                In
      this Deed all obligations, covenants, undertakings, representations and
      warranties on the part of two or more persons are entered into, given or
      made by such persons jointly and
severally.

              


      

    

    
      


    

    
      
        	
                (d)

              	
                The
      index to and the headings in this Deed are for convenience only and shall
      not affect the construction or interpretation of this
  Deed.

              


      

    

    
      


    

    
      
        	
                (e)

              	
                if
      the Mortgagee considers that an amount paid to it is capable of being
      avoided or otherwise set aside on the liquidation, winding up,
      administration, dissolution or bankruptcy of the person that paid that
      amount or otherwise, then that amount shall not be considered to have been
      irrevocably paid for the purposes of this
Deed.

              


      

    

    
      


    

    
      
        	
                2.

              	
                PAYMENT
      BY OWNER

              


      

    

    
      


    

    
      
        	
                2.1

              	
                Covenant
      to pay Secured Liabilities

              


      

    

    
      


    

    
      The Owner
undertakes to duly and punctually pay to the Mortgagee on demand the Secured
Liabilities and to observe and perform all its other obligations under this
Deed, the Loan Agreement, the Mortgage and any other Security Documents to which
it is a party and the Finance Documents to which it is a
party.

    

    
      


    

    
      
        	
                2.2

              	
                No
      Withholding or Set-Off

              


      

    

    
      


    

    
      The Owner
shall make all payments due to the Mortgagee in immediately available funds,
without any set off or counterclaim, and without deduction or withholding by the
Owner (except as required by law) for any present or future taxes. If any
deduction or withholding has to be made by law from any such payment in respect
of taxes, the Owner shall increase the amount to be paid so that after any such
deduction or withholding the Mortgagee receives and retains a net amount equal
to the amount which it would have received and retained had no such deduction or
withholding been made and the Owner shall account to the relevant taxation
authority for the amounts so deducted or withheld within the applicable time
limit.

    

    
      


    

    
      
        	
                2.3

              	
                Default
      Interest

              


      

    

    
      


    

    
      The Owner
shall pay interest on demand at the default rate of interest specified in the
Loan Agreement on all amounts (including principal, interest, costs and amounts
recoverable from the Owner by way of indemnity) due but not paid by the Owner to
the Mortgagee under this Deed from the due date of payment until the date of the
actual payment to the Mortgagee whether before or after
judgment.

    

    
      


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      
        	
                2.4

              	
                Certificate

              


      

    

    
      


    

    
      The
certificate of an officer of the Mortgagee as to the amount of the Secured
Liabilities at any time shall be conclusive and binding on the
Owner.

    

    
      


    

    
      
        	
                3.

              	
                MORTGAGE
      AND CHARGE

              


      

    

    
      


    

    
      
        	
                3.1

              	
                Mortgage

              


      

    

    
      


    

    
      As
security for the payment and discharge of the Secured Liabilities to the
Mortgagee and the performance of its obligations under this Deed, the Loan
Agreement, the Mortgage, the Security Documents and any Finance Documents, the
Owner as beneficial owner mortgages and charges the Vessel to the Mortgagee on
the terms of this Deed.

    

    
      


    

    
      
        	
                3.2

              	
                Continuing
      Security

              


      

    

    
      


    

    
      
        	
                (a)

              	
                The
      security created by the Mortgage and this Deed shall be held by the
      Mortgagee as a continuing security for the payment and discharge of the
      Secured Liabilities and shall not be released or discharged by any
      intermediate payment or satisfaction of part of the Secured
      Liabilities.

              


      

    

    
      


    

    
      
        	
                (b)

              	
                The
      Mortgage and this Deed shall remain in full force and effect until the
      Secured Liabilities shall have been unconditionally and irrevocably paid
      in full to the Mortgagee (which expression shall not include a payment of
      a dividend in a liquidation, winding up or bankruptcy of less than 100%).
      When the Secured Liabilities have been unconditionally and irrevocably
      paid in full the Mortgagee shall at the cost of the Owner discharge the
      Mortgage and this Deed.

              


      

    

    
      


    

    
      
        	
                3.3

              	
                Additional
      Security

              


      

    

    
      


    

    
      
        	
                 
      

              	
                This
      Deed is in addition to and independent of, and shall not prejudice or
      merge with any other security (or any right of set-off) which the
      Mortgagee may hold at any time for the Secured Liabilities or any part of
      the Secured Liabilities.

              


      

    

    
      


    

    
      
        	
                4.

              	
                COVENANTS
      FOR TITLE

              


      

    

    
      


    

    
      
        	
                 
      

              	
                The
      Owner covenants for the benefit of the Mortgagee
  that:

              


      

    

    
      


    

    
      
        	
                (a)

              	
                it
      is the sole absolute legal and beneficial owner of the Vessel and has the
      right to mortgage and charge the Vessel pursuant to the terms of this Deed
      and the Mortgage;

              


      

    

    
      


    

    
      
        	
                (b)

              	
                it
      is mortgaging and charging the Vessel free from all other encumbrances
      (save for any Second Priority Security) and free from all rights
      exercisable by third parties;
and

              


      

    

    
      


    

    
      
        	
                (c)

              	
                it
      will, at its own cost, do all that it reasonably can to give the Mortgagee
      the security interest in the Vessel conferred by this Deed and/or the
      Mortgage.

              


      

    

    
      


    

    
      
        	
                5.

              	
                INSURANCES
      AND REQUISITION
COMPENSATION

              


      

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    
       

    

    
      
        	
                5.1

              	
                Undertakings

              


      

    

    
      


    

    
      The Owner
undertakes with the Mortgagee during the Security Period:

    

    
      


    

    
      
        	
                (a)

              	
                to
      insure the Vessel in the joint names of the Owner and the Mortgagee in
      United States Dollars in the full insurable value of the Vessel but for
      not less than 125% of the Loan against fire, marine, war, third party and
      other risks covered by hull and machinery policies on terms, through
      insurance brokers and with insurers, approved in writing by the
      Mortgagee;

              


      

    

    
      


    

    
      
        	
                (b)

              	
                to
      enter the Vessel in the name of the Owner in a protection and indemnity
      association approved in writing by the Mortgagee for its full value and
      tonnage for all third party liability risks, pollution risks and other
      risks usually insured by such protection and indemnity
      association;

              


      

    

    
      


    

    
      
        	
                (c)

              	
                to
      place such additional insurances (including insurance against oil
      pollution and other environmental risks) as the Mortgagee may consider to
      be necessary;

              


      

    

    
      


    

    
      
        	
                (d)

              	
                to
      pay on the due date all premiums (including additional premiums), calls,
      contributions or other amounts payable in connection with the Insurances
      and to produce evidence of the payment of such amounts when so requested
      by the Mortgagee;

              


      

    

    
      


    

    
      
        	
                (e)

              	
                to
      provide such guarantees and indemnities as the protection and indemnity
      and war risks associations in which the Vessel is entered may require at
      any time;

              


      

    

    
      


    

    
      
        	
                (f)

              	
                to
      renew the Insurances not less than fourteen days before they expire and to
      procure that the brokers and the insurers confirm in writing to the
      Mortgagee that they have been
renewed;

              


      

    

    
      


    

    
      
        	
                (g)

              	
                to
      procure that the brokers retain the original insurance policies, cover
      notes, certificates of entry and other documents issued in relation to the
      insurances to the order of the Mortgagee and give the Mortgagee copies of
      all such documents;

              


      

    

    
      


    

    
      
        	
                (h)

              	
                to
      procure that the protection and indemnity and the war risks associations
      in which the Vessel is entered give the Mortgagee a duplicate of the
      certificates of entry or
policies;

              


      

    

    
      


    

    
      
        	
                (i)

              	
                to
      procure that the brokers and the protection and indemnity and war risks
      associations in which the Vessel is entered each provide the Mortgagee
      with a letter of undertaking in such form as the Mortgagee may require in
      which they agree (inter alia) to give fourteen days' prior written notice
      to the Mortgagee if the Insurances are to be cancelled or not renewed and
      to give the Mortgagee the right to pay any premiums or calls within a
      reasonable time if the Owner has failed to pay them on the due
      date;

              


      

    

    
      


    

    
      
        	
                (j)

              	
                not
      to do or omit to do anything nor allow anything to be done as a result of
      which any Insurance may be cancelled or
avoided;

              


      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      
        	
                (k)

              	
                not
      to allow the Vessel to load any cargo or make any voyage which is not
      covered under the Insurances unless the Owner has placed additional
      insurance to cover the proposed voyage on terms approved in writing by the
      Mortgagee;

              


      

    

    
      


    

    
      
        	
                (I)

              	
                not
      to allow the Vessel to enter any zone which is declared a war zone by any
      government or by the Vessel's war risks Insurers unless the Owner shall
      have informed the war risks insurers of the proposed voyage and paid any
      applicable additional premium in accordance with the terms of the war
      risks policy; and

              


      

    

    
      


    

    
      
        	
                (m)

              	
                to
      procure that all amounts payable under the Insurances are paid in
      accordance with any relevant loss payable clause and to apply all amounts
      that are paid to the Owner to the repair of the damage to the Vessel and
      the settlement of any liability or loss in respect of which the amount
      shall have been received.

              


      

    

    
      


    

    
      
        	
                5.2

              	
                Failure
      to insure

              


      

    

    
      


    

    
      If the
Owner fails to insure the Vessel in accordance with Clause 5.1 or fails to pay
the premiums and calls due the Mortgagee shall have the right to place the
Insurances and pay the premiums and calls due and the Owner shall pay to the
Mortgagee on demand all amounts so paid or payable by the
Mortgagee.

    

    
      


    

    
      
        	
                5.3

              	
                Mortgagee's
      Interest Insurance

              


      

    

    
      


    

    
      The Owner
undertakes to pay to the Mortgagee on demand all premiums or other amounts paid
or payable by the Mortgagee in placing mortgagee's interest insurance and
mortgagee's additional perils (pollution) insurance in the name of the
Mortgagee.

    

    
      


    

    
      
        	
                5.4

              	
                Requisition
      Compensation

              


      

    

    
      


    

    
      In the
event of the requisition for title or other compulsory acquisition of the Vessel
by any government the Owner undertakes to execute any assignment of the
Requisition Compensation requested by the Mortgagee and if such Requisition
Compensation is paid to the Owner to hold all amounts so received on trust for
the Mortgagee.

    

    
      


    

    
      
        	
                6. 

              	
                EARNINGS

              


      

    

    
      


    

    
      The Owner
undertakes with the Mortgagee during the Security Period:

    

    
      


    

    
      
        	
                (a)

              	
                to
      inform the Mortgagee of the use and operation of the Vessel and, when so
      requested by the Mortgagee, to give the Mortgagee copies of all charters
      and other documents relating to the use and operation of the
      Vessel;

              


      

    

    
      


    

    
      
        	
                (b)

              	
                to
      duly perform all obligations undertaken by the Owner in all charters,
      bills of lading or other contracts entered into by the Owner for the use
      of the Vessel and the carriage of cargo;
and

              


      

    

    
      


    

    
      
        	
                (c)

              	
                to
      take all necessary steps to enforce the performance by charterers and
      shippers of all charterparties and other contracts of employment and all
      bills of lading and other contracts relating to the
  Vessel.

              


      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      
        	
                7.

              	
                OWNER'S
      OBLIGATIONS TO MAINTAIN THE VESSEL
ETC

              


      

    

    
      


    

    
      
        	
                7.1 

              	
                Owner's
      Undertakings

              


      

    

    
      


    

    
      The Owner
undertakes with the Mortgagee during the Security Period:

    

    
      


    

    
      
        	
                (a)

              	
                to
      keep the Vessel seaworthy and in good order and condition in accordance
      with best ship management
practice;

              


      

    

    
      


    

    
      
        	
                (b)

              	
                to
      maintain the Vessel in a condition entitling the Vessel to the highest
      class applicable to vessels of her type of a classification society
      approved by the Mortgagee (the "Classification Society")
      free of recommendations and qualification and each year to procure
      that the Classification Society confirms to the Mortgagee that such
      classification is maintained;

              


      

    

    
      


    

    
      
        	
                (c)

              	
                to
      arrange for the Vessel to be inspected and surveyed in accordance with the
      rules of the classification Society and, when so requested by the
      Mortgagee, to give the Mortgagee copies of all inspection and survey
      reports and any other documents relating to the classification of the
      Vessel;

              


      

    

    
      


    

    
      
        	
                (d)

              	
                to
      inform the Mortgagee immediately of any recommendation or requirement
      notified to the Owner by the Classification Society or by any governmental
      or international authority which is not complied with within the time
      limit specified;

              


      

    

    
      


    

    
      
        	
                (e)

              	
                to
      allow the Mortgagee or its authorized representative unrestricted access
      to the Vessel at all reasonable times for the purpose of inspecting the
      condition of the Vessel;

              


      

    

    
      


    

    
      
        	
                (f)

              	
                to
      give the Mortgagee no less than five Business Days' prior notice of any
      dry-docking or any underwater inspection so that the Mortgagee can arrange
      for its representatives to attend such dry-docking or inspection if it
      decides that this is
necessary;

              


      

    

    
      


    

    
      
        	
                (g)

              	
                not
      to give possession of the Vessel to a shipyard for repairs to be carried
      out to the Vessel the cost of which will exceed the amount of US$ 100,000
      unless the shipyard shall have given a written waiver to the Mortgagee of
      its lien or right of detention on the Vessel for the cost of such
      repairs;

              


      

    

    
      


    

    
      
        	
                (h)

              	
                not
      to make or allow to be made any material alteration to the Vessel (unless
      such alteration is required by law or by the Classification Society)
      without the prior written consent of the Mortgagee which it shall have
      full power to withhold;

              


      

    

    
      


    

    
      
        	
                (i)

              	
                to
      comply with all requirements imposed by international convention, statute,
      regulation, common law or otherwise in relation to the maintenance,
      operation and safety of the Vessel and keep on board the Vessel valid
      certificates evidencing such
compliance;

              


      

       

    

    
      
        	
                (j)

              	
                to
      comply with the requirements of the International Safety Management Code
      and to ensure that at all times the Owner has a valid document of
      compliance and the Vessel has a valid safety management
      certificate;

              


      

    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    
       

    

    
      
        	
                (k)

              	
                to
      comply with and procure that all servants and agents of the Owner comply
      with all legal requirements relating to environmental protection and in
      particular the prevention of oil pollution and damage by hazardous and
      noxious substances;

              


      

    

    
      


    

    
      
        	
                (I)

              	
                not
      to use or allow the Vessel to be used in contravention of any applicable
      law or in any unlawful trade or carry any cargo which will render the
      Vessel liable to penalty, forfeiture, capture, confiscation, or seizure as
      prize and in the event of war in any part of the world (whether or not war
      has been declared)not to use or allow the Vessel to be used in carrying
      any prohibited cargo;

              


      

    

    
      


    

    
      
        	
                (m)

              	
                to
      pay all taxes, social security and national insurance contributions,
      governmental charges, fines and penalties properly payable by or imposed
      on the Owner of the Vessel;

              


      

    

    
      


    

    
      
        	
                (n)

              	
                when
      requested by the Mortgagee to provide evidence that the wages, social
      security and national insurance contributions of the master and crew of
      the Vessel are being paid in accordance with the Vessel's articles of
      agreement and the relevant statutory provisions, and to pay to the
      relevant authority all amounts deducted from the wages of the master and
      crew in respect of any tax liability and social security and national
      insurance contributions;

              


      

    

    
      


    

    
      
        	
                (o)

              	
                not
      to appoint a manager of the Vessel without the Mortgagee's prior written
      consent;

              


      

    

    
      


    

    
      
        	
                (p)

              	
                to
      ensure that at all times an Isle of Man approved representative person is
      appointed in respect of the Vessel and not, without the prior written
      consent of the Mortgagee, to remove any such person, appoint a new Isle of
      Man approved representative person in respect of the Vessel or terminate
      or materially amend the terms of appointment of any such Isle of Man
      approved representative
person;

              


      

    

    
      


    

    
      
        	
                (q)

              	
                not
      to do, or knowingly omit to do, or cause or voluntarily permit to be done
      anything which may in any way depreciate, jeopardise or otherwise
      prejudice the value of the Vessel or the rights of the Mortgagee pursuant
      to the Mortgage and this
Deed;

              


      

    

    
      


    

    
      
        	
                (r)

              	
                not
      to exercise any right of set-off, counterclaim or defence against the
      Mortgagee with respect to the Vessel, the Mortgage or this
      Deed;

              


      

    

    
      


    

    
      
        	
                (s)

              	
                to
      comply with, and to procure that all servants and agents of the Owner
      comply with, all Environmental Laws in relation to the Vessel;
      and

              


      

       

    

    
      
        	
                (t)

              	
                immediately
      inform the Mortgagee of:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                any
      actual or threatened arrest or detention of the
  Vessel;

              


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                any
      casualty or damage to the Vessel as a result of which the Vessel has
      become or may become a Total Loss or if the estimated cost of repairs may
      exceed US$ 100,000;

              


      

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      
        	
              	
                (iii)

              	
                the
      occurrence of any incident which may give rise to a pollution
      or environmental claim against the
Owner;

              


      

    

    
      
        
        

      

    

    
      


    

    
      
        	
              	
                (iv)

              	
                the
      issue of any petition for the winding up, liquidation, dissolution or
      bankruptcy of the Owner or anything analogous to the foregoing in any
      relevant jurisdiction;

              


      

    

    
      


    

    
      
        	
              	
                (v)

              	
                the
      happening of an Event of Default or an event which with the passing of
      time or giving of notice may result in an Event of
  Default.

              


      

    

    
      


    

    
      
        	
                7.2

              	
                Rights
      of Mortgagee

              


      

    

    
      


    

    
      If the
Owner fails to perform its obligations in this Deed and in particular fails to
maintain and operate the Vessel in accordance with this Clause 7 and pay and
discharge the debts and liabilities incurred by the Owner and the Vessel, the
Mortgagee may take all such action as it considers necessary to protect the
security created by the Mortgage and this Deed and in particular (without in any
way limiting the Mortgagee's rights and powers) to arrange for the Vessel to be
surveyed and repaired and for all debts and liabilities incurred by the Owner to
be paid and discharged and the Owner shall pay to the Mortgagee on demand all
amounts so paid or payable by the Mortgagee.

    

    
      


    

    
      
        	
                8. 

              	
                OWNER'S
      OBLIGATIONS TO MAINTAIN REGISTRATION
ETC

              


      

    

    
      


    

    
      The Owner
undertakes with the Mortgagee during the Security Period:

    

    
      


    

    
      
        	
                (a)

              	
                to
      keep the Vessel registered on the isle of Man Ship Register at the port of
      Douglas and not do or allow anything to be done which may result in such
      registration being cancelled or
suspended;

              


      

    

    
      


    

    
      
        	
                (b)

              	
                to
      maintain the corporate existence of the Owner under the laws of Norway and
      to comply with all statutory requirements applicable to the
      Owner;

              


      

    

    
      


    

    
      
        	
                (c)

              	
                save
      for any Second Priority Security, not to sell, transfer, mortgage, charge,
      hypothecate or abandon the
Vessel;

              


      

    

    
      


    

    
      
        	
                (d)

              	
                not
      to change the name of the Vessel or change its country of registration
      without the prior written consent of the Mortgagee which it shall have
      full power to withhold;

              


      

    

    
      


    

    
      
        	
                (e)

              	
                not
      to create or allow to exist any charge, lien or encumbrance (except
      pursuant to the Mortgage, this Deed and any Second Priority Security) on
      the Vessel other than a lien on the Vessel for salvage services or for
      crew's wages;

              


      

    

    
      


    

    
      
        	
                (f)

              	
                to
      obtain, comply with the terms of and do all that is necessary to maintain
      in full force and effect all authorisations, approvals, licences and
      consents required in or by the law and regulations of any jurisdictions in
      which it is incorporated or resident or carries on business to enable it
      lawfully to enter Into and perform its obligations under the Mortgage and
      this Deed and to ensure the legality, validity, enforceability or
      admissibility in evidence of the Mortgage and this Deed in any
      jurisdictions in which it is incorporated or resident or carries on
      business;

              


      

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    
       

    

    
      
        	
                (g)

              	
                immediateiy
      to inform the Mortgagee if any legal proceedings are issued against the
      Vessel or if the Vessel is attached, arrested or detained by order or
      direction of any court or tribunal or by any government or other competent
      authority, and to take such action as is necessary to release the Vessel
      as soon as possible and in any event within three days and to discharge
      all charges, liens or encumbrances on the Vessel (except for the Mortgage,
      this Deed and any Second Priority
Security);

              


      

       

    

    
      
        	
                (h)

              	
                to
      execute any further documents required by the Mortgagee to perfect the
      security created by the Mortgage and this
Deed;

              


      

       

    

    
      
        	
                (i)

              	
                if
      any court or tribunal having jurisdiction declares or any rule of law
      renders any part of this Deed or the Mortgage invalid or unenforceable, to
      execute any further documents required by the Mortgagee to maintain the
      security created by this Deed and the Mortgage;
  and

              


      

       

    

    
      
        	
                (j)

              	
                to
      execute a bill of sale and any other documents that the Mortgagee may
      require if the Mortgagee sells the Vessel under its power of sale or as
      agent for the Owner.

              


      

    

    
      


    

    
      
        	
                9.

              	
                REPRESENTATIONS
      AND WARRANTIES

              


      

    

    
      


    

    
      
        	
                9.1

              	
                Representations
      and Warranties

              


      

    

    
      


    

    
      The Owner
makes the representations and warranties set out below and acknowledges that the
Mortgagee has entered into this Deed in reliance on those representations and
warranties:

    

    
      


    

    
      
        	
                (a)

              	
                it
      is a company duly incorporated and validly existing under the laws of
      Norway with power to enter into this Deed and the Mortgage and to exercise
      its rights and perform its obligations under this Deed and the Mortgage
      and all corporate and other action required to authorise its execution of
      this Deed and the Mortgage and the performance of its obligations under
      this Deed and the Mortgage has been duly
taken;

              


      

    

    
      


    

    
      
        	
                (b)

              	
                the
      obligations expressed to be assumed by it in this Deed and the Mortgage
      are legal and valid and binding and enforceable against it in accordance
      with the terms of this Deed and the Mortgage and no limit on its powers
      will be exceeded as a result of the performance of its obligations under
      this Deed and the Mortgage;

              


      

    

    
      


    

    
      
        	
                (c)

              	
                all
      acts, conditions and things required to be done, fulfilled and performed
      in order (i) to enable it lawfully to enter into, exercise its rights
      under and perform and comply with the obligations expressed to be assumed
      by it in this Deed and the Mortgage, (ii) to ensure that the obligations
      expressed to be assumed by it in this Deed and the Mortgage are legal,
      valid and binding, and (iii) to make this Deed and the Mortgage admissible
      in evidence in any jurisdiction in which it is incorporated, resident or
      carries on business have been done, fulfilled and
    performed;

              


      

    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      
        	
                (d)

              	
                under
      the laws of its jurisdiction of incorporation and/or territories in which
      it is subject to taxation in force at the date of this Deed, it will not
      be required to make any deduction or withholding on account of tax from
      any payment it may make under this Deed and the
  Mortgage;

              


      

    

    
      


    

    
      
        	
                (e)

              	
                it
      has not taken any corporate action nor have any other steps been taken or
      legal proceedings been started or (to the best of its knowledge and
      belief) threatened against it for its winding up, dissolution,
      administration, liquidation or re-organisation or for the appointment of a
      receiver, administrator, administrative receiver, custodian, trustee or
      similar officer of it or of any or all of its assets or
      revenues;

              


      

    

    
      


    

    
      
        	
                (f)

              	
                subject
      only to the Mortgage, this Deed and any Second Priority Security, no
      person other than the Owner has any legal or beneficial interests (or any
      right to claim any such interest) in the Vessel or any part thereof and
      the Owner has not received notice of any such
  claim;

              


      

    

    
      


    

    
      
        	
                (g)

              	
                save
      as contemplated in this Deed, the Mortgage and any Second Priority
      Security, it has not assigned, charged, mortgaged, pledged, transferred or
      otherwise disposed of (or agreed to assign, charge, mortgage, pledge,
      transfer or otherwise dispose of), whether by way of security or
      otherwise, the benefit of all or any of its right, title and interest in
      and to the Vessel or any part of
it;

              


      

    

    
      


    

    
      
        	
                (h)

              	
                no
      Environmental Claim has been made or threatened against the Owner or
      otherwise in connection with the
Vessel;

              


      

    

    
      


    

    
      
        	
                (i)

              	
                no
      Environmental incident has occurred and no person has claimed that an
      Environmental Incident has
occurred;

              


      

    

    
      


    

    
      
        	
                (j)

              	
                the
      execution of this Deed and the Mortgage and the exercise of its rights and
      the performance of its obligations under this Deed and the Mortgage do not
      and will not (i) conflict with its constitutional documents or any rules
      and regulations made thereunder; (ii) conflict with any applicable law,
      regulation or official or judicial order; or (iii) conflict with the
      provisions of any agreement, mortgage, bond or other instrument or treaty
      to which it is a party or which is binding upon it or any of its assets or
      result in a requirement for the creation of any security interest over any
      such asset, in each case, in any
way;

              


      

    

    
      


    

    
      
        	
                (k)

              	
                the
      execution of this Deed and the Mortgage and the exercise of its rights and
      the performance of its obligations under this Deed and the Mortgage do not
      and will not cause any of the foregoing representations to be
      untrue.

              


      

    

    
      


    

    
      
        	
                9.2

              	
                Repetition

              


      

    

    
      


    

    
      The
representations and warranties set out in this Clause 9 are made on the date of
this Deed and are deemed to be repeated by the Owner on each date during the
Security Period with reference to the facts and circumstances then
existing.

    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      
        	
                10. 

              	
                EXCLUSION
      OF LIABILITY

              


      

    

    
      


    

    
      The Owner
will duly and punctually perform its obligations and, unless the Mortgagee shall
otherwise require, diligently pursue its rights and remedies under or in
relation to the Vessel and notwithstanding anything herein
contained:-

    

    
      


    

    
      
        	
                (a)

              	
                the
      Owner will remain liable to perform all the obligations assumed by it in
      relation to the Vessel;

              


      

    

    
      


    

    
      
        	
                (b)

              	
                neither
      the Mortgagee nor any of the Banks shall be under any obligation or
      liability in respect of the Vessel by reason of this Deed or the Mortgage
      or anything arising out of, or in connection with
  them;

              


      

    

    
      
        	
                (c)

              	
                neither
      the Mortgagee nor any of the Banks shall not be under any obligation of
      any kind:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                to
      assume or perform or fulfil any obligation of the Owner in, under or in
      respect of the Vessel, the Mortgage or this Deed or be under any liability
      whatsoever as a result of any failure of the Owner to perform any of its
      obligations in connection
therewith;

              


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                to
      enforce against any person any rights and benefits hereby assigned or
      charged or to which the Mortgagee or any of the Banks may at any time be
      entitled; and/or

              


      

    

    
      


    

    
      
        	
              	
                (iii)

              	
                to
      make any enquiries as to the nature or sufficiency of any payment received
      by the Mortgagee or any of the Banks hereunder or to make any claim or to
      take any action to collect any moneys hereby assigned, mortgaged or
      charged.

              


      

    

    
      


    

    
      
        	
                11.

              	
                EFAULT
      AND ENFORCEMENT

              


      

    

    
      


    

    
      
        	
                11.1

              	
                nforcement

              


      

    

    
      


    

    
      On the
occurrence of any Event of Default the Secured Liabilities shall become
immediately due and payable and the security constituted by the Mortgage and
this Deed shall immediately become enforceable and the Mortgagee shall have the
right and power:

    

    
      


    

    
      
        	
                (a)

              	
                to
      commence legal proceedings against the Owner and/or the Vessel to obtain
      judgment for the Secured
Liabilities;

              


      

    

    
      


    

    
      
        	
                (b)

              	
                to
      order the master of the Vessel to proceed immediately at the Owner's risk
      and expense to a port or anchorage nominated by the
    Mortgagee;

              


      

    

    
      


    

    
      
        	
                (c)

              	
                to
      take possession of the Vessel and exercise all the rights and powers of a
      mortgagee conferred by law or by this
Deed;

              


      

    

    
      


    

    
      
        	
                (d)

              	
                to
      discharge the master and crew of the Vessel and employ a new master and
      crew;

              


      

    

    
      


    

    
      
        	
                (e)

              	
                to
      sell the Vessel or any shares therein (whether as mortgagee under its
      power of sale, as attorney-in-fact for the Owner or otherwise) in such
      manner and on such terms as the Mortgagee may decide with power to the
      Mortgagee to postpone the sale without being liable for any resulting
      loss;

              


      

    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      
        	
                (f)

              	
                to
      insure, maintain, repair, charter, operate, use, employ, manage or lay up
      the Vessel on such terms as it may consider appropriate without being
      responsible for any loss or damage to the Vessel (provided such loss or
      damage has not been caused by the wilful act or default of the
      Mortgagee);

              


      

    

    
      


    

    
      
        	
                (g)

              	
                to
      require all documents relating to the insurances including all policies,
      cover notes and all claims correspondence to be delivered to the Mortgagee
      or to a broker or agent appointed by
it;

              


      

    

    
      


    

    
      
        	
                (h)

              	
                to
      defend, pay or compromise all claims against the Owner in connection with
      the Vessel including those which have given or may give rise to any charge
      or lien on the Vessel whether ranking in priority to or subordinate to the
      Mortgage and this Deed;

              


      

    

    
      


    

    
      
        	
                (i)

              	
                to
      institute, continue, release or compromise all claims by the Owner against
      the Insurers, any charterer or any other third party in connection with
      the Vessel;

              


      

    

    
      


    

    
      
        	
                (j)

              	
                to
      combine and consolidate all accounts which the Owner may have with the
      Mortgagee and to set off any credit balances on such accounts against the
      Secured Liabilities; and

              


      

    

    
      


    

    
      
        	
                (k)

              	
                to
      recover from the Owner on demand all amounts paid and payable and losses
      incurred by the Mortgagee in connection with the exercise of any of its
      powers and rights under Clause 5.2, Clause 7.2, this Clause 11 or
      otherwise.

              


      

    

    
      


    

    
      
        	
                11.2

              	
                Suspense
      Account

              


      

    

    
      


    

    
      The
Mortgagee may in its absolute discretion (without prejudice to any other rights
it may have) at any time and from time to time place and keep for such time as
it thinks prudent any money received recovered or realised under or by virtue of
this Deed on a separate or suspense account to the credit of either the Owner or
the Mortgagee as the Mortgagee thinks fit without any immediate obligation on
the Mortgagee's part to apply the same or any part of it towards the discharge
of the Secured Liabilities.

    

    
      


    

    
      
        	
                12.

              	
                RECEIVERS

              


      

    

    
      


    

    
      
        	
                12.1

              	
                Appointment
      of Receiver

              


      

    

    
      


    

    
      At any
time after the security created by the Mortgage and this Deed has become
enforceable, or if the Owner requests it to do so, the Mortgagee may appoint
under seal or under the hand of a duly authorised officer of the Mortgagee, one
or more persons as Receiver of the Vessel or any part or parts thereof. Where
two or more persons are appointed as Receivers under or pursuant to this Deed
any act authorised to be done by the Receivers may be done by all of them acting
jointly or by any one or more of them acting severally.

    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      
        	
                12.2

              	
                Powers
      of Receiver

              


      

    

    
      


    

    
      A
Receiver so appointed shall be the agent of the Owner and the Owner shall be
solely responsible for his acts, defaults and remuneration and any Receiver
shall have and be entitled to exercise all the rights, powers and remedies
conferred upon the Mortgagee by this Deed and by applicable law including,
without limitation, all of the powers and rights of a legal and beneficial owner
and the power to do or omit to do anything which the Owner could itself do or
omit to do.

    

    
      


    

    
      
        	
                12.3

              	
                Removal
      of Receiver

              


      

    

    
      


    

    
      The
Mortgagee may from time to time by writing under its hand remove any Receiver
appointed by it and may, whenever it may deem expedient, appoint a new Receiver
in the place of any Receiver whose appointment may for any reason have
terminated.

    

    
      


    

    
      
        	
                12.4

              	
                Remuneration
      of Receiver

              


      

    

    
      


    

    
      The
Mortgagee shall have the power from time to time to fix the remuneration of any
Receiver which shall not be limited to any maximum amount or rate specified by
law.

    

    
      


    

    
      
        	
                12.5

              	
                Powers
      of Receiver Implied by Law

              


      

    

    
      


    

    
      All
powers conferred on mortgagees or receivers in law shall apply to the security
created by this Deed except in so far as they are expressly or impliedly
excluded and where there is any ambiguity or conflict between such powers and
those contained in this Deed the terms of this Deed shall
prevail.

    

    
      


    

    
      
        	
                13. 

              	
                PROTECTION
      OF THIRD PARTIES

              


      

    

    
      


    

    
      
        	
                13.1

              	
                No
      Duty to Enquire

              


      

    

    
      


    

    
      No
purchaser from or other person dealing with the Mortgagee or any Receiver, its
agents or delegates, shall be concerned to enquire whether this Deed has become
enforceable, or whether any power exercised or purported to be exercised has
become exercisable, or whether any of the Secured Liabilities remain due upon
this Deed, or as to the necessity or expediency of any stipulations and
conditions subject to which the sale of the Vessel is made, or otherwise as to
the propriety or regularity of the sale of the Vessel or to see to the
application of any money paid to the Mortgagee or such Receiver, or its agents
or delegates, and each such dealing shall be deemed to be within the powers
conferred by this Deed and to be valid and effectual
accordingly.

    

    
      


    

    
      
        	
                13.2

              	
                Receipt

              


      

    

    
      


    

    
      The
receipt of the Mortgagee shall be an absolute and a conclusive discharge to a
purchaser and shall relieve him of any obligation to see to the application of
any money paid to or by the direction of the Mortgagee.

    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    
      
        	
                14.

              	
                PROTECTION
      OF SECURITY

              


      

    

    
      


    

    
      The
Mortgagee shall without prejudice to its other rights and powers pursuant to
this Deed have the right (but be under no duty or obligation) at any time to
take such action as it considers necessary for the purpose of protecting the
security created by this Deed.

    

    
      


    

    
      
        	
                15.

              	
                NEW
      ACCOUNTS

              


      

    

    
      


    

    
      If the
Mortgagee or any other Bank receives or is deemed to be affected by notice,
whether actual or constructive, of any subsequent charge or other interest
affecting the Vessel and/or the proceeds of the Vessel, the Mortgagee and/or the
Banks may open a new account for the Owner. If the Mortgagee or any of the Banks
does not open a new account then unless the Mortgagee gives express written
notice to the contrary to the Owner it shall nevertheless be treated as if it
had done so at the time when it received or was deemed to have received such
notice. As from that time all payments made to the Mortgagee or the Banks will
be credited or be treated as having been credited to the new account and will
not operate to reduce the amount due to the Mortgagee or that Bank at the time
when it received or was deemed to have received notice.

    

    
      


    

    
      
        	
                16.

              	
                APPLICATION
      OF MONIES

              


      

    

    
      


    

    
      The net
proceeds of a sale of the Vessel, any amounts received by the Mortgagee or a
Receiver for the use of the Vessel by the Mortgagee or a Receiver under any of
the Mortgagee's or Receiver's rights or powers set out in this Deed and all
other amounts including claims under the Insurances received by the Mortgagee or
a Receiver under the terms of this Deed unless otherwise provided in this Deed
shall be applied in the following order:

    

    
      


    

    
      
        	
              	
                First

              	
                in
      payment of the remuneration and expenses of the Receiver and all
      liabilities having priority to such
costs;

              


      

    

    
      


    

    
      
        	
              	
                Second

              	
                in
      payment of all amounts paid and payable and losses incurred by the
      Mortgagee (together with interest thereon) in connection with the exercise
      of any of its powers and rights under Clause 5.2, Clause 7.2, Clause 11 or
      otherwise;

              


      

    

    
      


    

    
      
        	
              	
                Third

              	
                in
      payment of the Secured Liabilities and any other amounts payable by the
      Owner under this Deed;

              


      

    

    
      


    

    
      
        	
              	
                Fourth

              	
                in
      payment of the balance (if any) to the Owner or to the person entitled
      thereto.

              


      

    

    
      


    

    
      In the
event that the proceeds are insufficient to pay the amounts specified above, the
Mortgagee shall have the right to recover the balance from the Owner or any
other person liable to pay such balance.

    

    
      

        
          
             


          

          
            18

            
              

            

          

          
             


          

        



    

    
      
        	
                17.

              	
                POWER
      OF ATTORNEY

              


      

    

    
      


    

    
      
        	
                17.1

              	
                Power
      of Attorney

              


      

    

    
      


    

    
      The
Owner, by way of security and to more fully secure the performance of its
obligations under this Deed, hereby irrevocably and severally appoints the
Mortgagee and any Receiver to be its attorney for the Security Period (with
power to appoint sub-attorneys) with power in its name and on its behalf and as
its act and deed or otherwise to execute and deliver and otherwise perfect any
agreement, assurance, deed, instrument or document or perform any act that may
be required of the Owner under this Deed, or may be deemed by such attorney
necessary or desirable for any purpose of this Deed or to enhance or perfect the
security intended to be constituted by it or to convey or transfer legal
ownership of the Vessel.

    

    
      


    

    
      
        	
                17.2

              	
                Ratification

              


      

    

    
      


    

    
      Without
prejudice to the generality of the provisions contained in Clause 17.1 the Owner
covenants with the Mortgagee and separately with any Receiver that if required
to do so it shall ratify and confirm:

    

    
      


    

    
      
        	
              	
                (a)

              	
                ail
      transactions entered into by it or them in the proper exercise of its or
      their powers in accordance with this Deed;
and

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                ail
      transactions entered into by it or them in signing, sealing, delivering
      and otherwise perfecting any assignment, mortgage, charge, security, deed,
      assurance, document or act as
aforesaid.

              


      

    

    
      


    

    
      
        	
                18.

              	
                DELEGATION

              


      

    

    
      


    

    
      The
Mortgagee and any Receiver may delegate by power of attorney or in any other
manner to any person any right, power or discretion exercisable by them under
this Deed. Any such delegation may be made upon terms (including power to
sub-delegate) and subject to any regulations which the Mortgagee or such
Receiver (as the case may be) may think fit. Neither the Mortgagee nor any
Receiver will be in any way liable or responsible to the Owner for any loss or
liability arising from any act, default, omission or misconduct on the part of
any such delegate or sub-delegate.

    

    
      


    

    
      
        	
                19.

              	
                INDEMNITIES

              


      

    

    
      


    

    
      
        	
                19.1

              	
                Indemnity

              


      

    

    
      


    

    
      The Owner
hereby indemnifies and agrees to keep indemnified the Mortgagee, any Bank, any
Receiver and any manager, agent, officer or employee for whose liability, acts
or omissions the Mortgagee, any Bank or any Receiver, may be answerable, from
and against all liabilities, costs, charges, losses and expenses suffered or
incurred by them arising from or as a result of:

    

    
      


    

    
      
        	
              	
                (a)

              	
                the
      exercise or the purported exercise of any powers, authorities, or
      discretions vested in them pursuant to this Deed and/or the
      Mortgage;

              


      

    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                any
      matter or thing done or omitted or in any way relating to the provisions
      of this Deed and/or the
Mortgage;

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                any
      breach by the Owner of its covenants or other obligations to the Mortgagee
      under this Deed and/or the
Mortgage;

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                the
      enforcement of the provisions of this Deed and/or the Mortgage;
      or

              


      

    

    
      


    

    
      
        	
              	
                (e)

              	
                any
      action, claim or proceeding relating to any of the above, 

                 

                except
      to the extent that they result from the gross negligence or willful
      default of the Mortgagee, any Bank, any Receiver or any such manager,
      agent, officer or employee.

              


      

    

    
      


    

    
      
        	
                19.2

              	
                Indemnification
      of Expenses

              


      

    

    
      


    

    
      The Owner
shall on first demand, pay to the Mortgagee or any other Bank or reimburse the
Mortgagee or any other Bank for the following items of
expenditure:

    

    
      


    

    
      
        	
                (a)

              	
                all
      expenses including legal and out-of-pocket expenses (on a full indemnity
      basis) incurred by the Mortgagee or any other Bank in connection
      with:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                the
      preparation, negotiation and execution of this Deed and/or the
      Mortgage;

              


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                the
      preparation and negotiation of documentation relating to any amendment or
      extension of this Deed and/or the Mortgage, regardless of the form such
      documentation takes and whether or not such documentation is acceptable
      to, and/or executed by, any or all parties
  thereto;

              


      

    

    
      


    

    
      
        	
              	
                (iii)

              	
                the
      granting of any waiver, approval, consent, confirmation or release under,
      or in respect of, this Deed and/or the Mortgage;
  and

              


      

    

    
      


    

    
      
        	
              	
                (iv)

              	
                any
      investigation or due diligence into the financial or other condition of
      the Owner or into ascertaining whether or not it has complied or is
      complying with this Deed and/or the
Mortgage,

              


      

    

    
      


    

    
      together
with interest at the default rate of interest specified in the Loan Agreement
from the date such expenses were incurred to the date of payment, as well after
as before judgment;

    

    
      


    

    
      
        	
                (b)

              	
                an
      amount equal to any stamp duties, search fees, registration fees and
      duties payable in connection with this Deed and/or the Mortgage and any
      penalties with respect to, or resulting from its delay or omission to pay
      any such duties or fees;
and

              


      

    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    
      
        	
                (c)

              	
                all
      expenses, including legal and out-of-pocket expenses on a full indemnity
      basis, incurred by the Mortgagee and any other
  Bank:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                in
      contemplation of, or otherwise in connection with, the enforcement of any
      rights or exercise of any powers under this Deed and/or the Mortgage or in
      investigating any possible default or breach by the Owner of this Deed
      and/or the Mortgage; or

              


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                in
      respect of any proceedings, legal or otherwise, involving the Mortgagee
      and any other Bank in connection with this Deed and/or the Mortgage or the
      Vessel, whether such proceedings are brought by the Owner or a third
      party,

              


      

    

    
      


    

    
      together
with interest at the default rate of interest specified in the Loan Agreement
from the date such expenses were incurred to the date of payment, as well after
as before judgment.

    

    
      


    

    
      
        	
                20.

              	
                CURRENCY
      CLAUSES

              


      

    

    
      


    

    
      
        	
                20.1

              	
                Currency
      Conversion

              


      

    

    
      


    

    
      In order
to apply any sum held or received by the Mortgagee in or towards payment of the
Secured Liabilities, the Mortgagee may purchase an amount in another currency
and the rate of exchange to be applied shall be that at which, at such time as
it considers appropriate, the Mortgagee is able to affect such
purchase.

    

    
      


    

    
      
        	
                20.2

              	
                Currency
      indemnity

              


      

    

    
      


    

    
      No
payment to the Mortgagee or any other Bank (whether under any judgment or court
order or otherwise) shall discharge the obligation or liability of the Owner in
respect of which it was made unless and until the Mortgagee and the other Banks
shall have received payment in full in the currency in which such obligation or
liability was incurred and to the extent that the amount of any such payment
shall on actual conversion into such currency fall short of such obligation or
liability actual or contingent expressed in that currency, the Owner as a
separate obligation shall pay to the Mortgagee and the other Banks the amount of
such shortfall and the Mortgagee and the other Banks shall be entitled to
enforce the security created by this Deed to recover the amount of the
shortfall.

    

    
      


    

    
      
        	
                21.

              	
                MISCELLANEOUS

              


      

    

    
      


    

    
      
        	
                21.1

              	
                Potentially
      Avoided Payments

              


      

    

    
      


    

    
      If the
Mortgagee considers in good faith that any amount received in payment or
purported payment of the Secured Liabilities is capable of being avoided or
reduced by virtue of any insolvency, bankruptcy, liquidation, winding up or
other similar laws, the liability of the Owner under this Deed and the security
created by this Deed and the Mortgage shall continue and such amount snail not
be considered to have been irrevocably paid.


    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    
      
        	
                21.2

              	
                Avoidance
      of Payments

              


      

    

    
      


    

    
      Where any
release, discharge or other arrangement in respect of any Secured Liabilities or
any security the Mortgagee or any other Banks may hold for such Secured
Liabilities is given or made in reliance on any payment or other disposition
which is avoided or must be repaid in an insolvency, liquidation, winding up or
otherwise, and whether or not the Mortgagee or any other Bank has conceded or
compromised any claim that any such payment or other disposition will or should
be avoided or repaid, this Deed and the security created by this Deed shall
continue as if such release, discharge or other arrangement had not been given
or made.

    

    
      


    

    
      
        	
                21.3

              	
                Further
      Assurance

              


      

    

    
      


    

    
      The Owner
shall at its own expense from time to time execute all such deeds and documents
and do all such acts and things as the Mortgagee may require or consider
desirable for the purpose of protecting, enforcing or perfecting the security
intended to be created by this Deed and the Mortgage or facilitating the
realisation of the Vessel or any part thereof or exercising any powers,
authorities and discretions vested in the Mortgagee, any Receiver, its agents or
delegates.

    

    
      


    

    
      
        	
                21.4

              	
                Amendment
      and Variation

              


      

    

    
      


    

    
      Neither
the Mortgage nor this Deed may be released, discharged, supplemented,
interpreted, amended, varied or modified in any manner except by an instrument
in writing signed by a duly authorised officer or representative of the
Mortgagee.

    

    
      


    

    
      
        	
                21.5

              	
                Waivers
      and Releases

              


      

    

    
      


    

    
      No delay
or failure by the Mortgagee to exercise any of its powers, rights or remedies
under this Deed and/or the Mortgage will operate as a waiver of them nor will
any single or partial exercise of any such powers, rights or remedies preclude
any other or further exercise of them. Any waiver, to be effective, must be in
writing.

    

    
      


    

    
      
        	
                21.6 

              	
                Severability

              


      

    

    
      


    

    
      if at any
time any provision of this Deed or the Mortgage is or becomes illegal, invalid
or unenforceable in any respect or any security created by this Deed or the
Mortgage is or becomes ineffective in any respect under the law of any
jurisdiction, such illegality, invalidity, unenforceability or ineffectiveness
shall not affect:

    

    
      


    

    
      
        	
                (a)

              	
                the
      legaiity, validity or enforceability of the remaining provisions of this
      Deed or the Mortgage or the effectiveness in any other respect of the
      security created by this Deed or the Mortgage under such law;
      or

              


      

       

    

    
      
        	
                (b)

              	
                the
      legality, validity or enforceability of such provision or the
      effectiveness of the security created by this Deed or the Mortgage under
      the law of any other
jurisdiction.

              


      

    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    
      
        	
                21.7

              	
                Cumulative
      Remedies

              


      

    

    
      


    

    
      Every
power and remedy given to the Mortgagee under this Deed shall be cumulative and
not alternative and in addition to and not exclusive of any other power or
remedy given to the Mortgagee or any other Bank either by this Deed or by law or
under the Mortgage or any other Security Documents, Finance Documents and all
such powers and remedies may be exercised whenever and as often as the Mortgagee
or any other Bank may deem expedient.

    

    
      


    

    
      
        	
                21.8

              	
                Immediate
      Recourse

              


      

    

    
      


    

    
      The Owner
waives any rights it may have of first requiring the Mortgagee or any other Bank
to proceed against or enforce any other rights or security or claim payment from
any person before claiming from the Owner under this Deed. This waiver applies
irrespective of any law or any provision of the Loan Agreement, the Mortgage,
the Security Documents or any Finance Document to the
contrary.

    

    
      


    

    
      
        	
                21.9

              	
                Contracts
      (Rights of Third Parties) Act
2001

              


      

    

    
      


    

    
      
        	
                (a)

              	
                Save
      in respect of any rights created in favour of a Bank or a Receiver
      appointed under this Deed, this Deed does not create any right enforceable
      by any person who is not a party to it (the "Third Party") under the
      Contracts (Rights of Third Parties) Act 2001, but this Clause 21.9 does
      not affect any right or remedy of a Third Party which exists or is
      available apart from that
Act.

              


      

    

    
      


    

    
      
        	
                (b)

              	
                Notwithstanding
      any term of this Deed, the consent of any person (including any Bank) who
      is not a party to this Deed is not required for any variation (including
      any rescission or variation of any rights that such a person may have to
      enforce any provisions of this Deed) or termination of this
      Deed.

              


      

    

    
      


    

    
      
        	
                21.10

              	
                Consents

              


      

    

    
      


    

    
      Save as
otherwise expressly specified in this Deed, any consent of the Mortgagee may be
given absolutely or on any terms and subject to any conditions as the Mortgagee
may determine in its entire discretion.

    

    
      


    

    
      
        	
                21.11

              	
                Granting
      of Time

              


      

    

    
      


    

    
      The
granting of time by the Mortgagee or compounding with any other person or
company liable to the Mortgagee or any of the Banks under any other Finance
Document shall not in any way affect the Mortgagee's rights and powers against
the Owner or the Vessel under the Mortgage and this Deed.

    

    
      


    

    
      
        	
                21.12

              	
                Counterparts

              


      

    

    
      


    

    
      This Deed
may be executed in any number of counterparts all of which taken together shall
constitute one and the same instrument. Any party to this Deed may enter into
this Deed by executing any such counterpart.


    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    
      
        	
                21.13

              	
                Release
      of Security

              


      

    

    
      


    

    
      After the
end of the Security Period, the Mortgagee shall, at the request and cost of the
Owner, execute all such documents and do all such other things as may be
required to release the security created by this Deed, in each case without
recourse to or any representation or warranty by or from the
Mortgagee.

    

    
      


    

    
      
        	
                21.14

              	
                Trust

              


      

    

    
      


    

    
      The
Mortgagee shall hold the benefit of the covenants, undertakings and security
given and created by the Owner under this Deed upon trust for the Banks in
accordance with the terms of the Loan Agreement.

    

    
      


    

    
      
        	
                22.

              	
                ASSIGNMENT

              


      

    

    
      


    

    
      
        	
                22.1

              	
                Assignment

              


      

    

    
      


    

    
      This Deed
shall bind the Mortgagee and the Owner and their respective successors and
permitted assigns.

    

    
      


    

    
      
        	
                22.2

              	
                The
      Owner's Rights

              


      

    

    
      


    

    
      The Owner
may not assign or transfer all or any part of its rights, powers or obligations
under this Deed.

    

    
      


    

    
      
        	
                22.3

              	
                The
      Mortgagee's Rights

              


      

    

    
      


    

    
      The
Mortgagee, without the consent of the Owner, may transfer the Mortgage and
assign, transfer or sub-participate its rights, powers and obligations under
this Deed to any assignee, transferee or sub-participant of its rights under the
Loan Agreement and for this purpose the Mortgagee may give to any potential
assignee, transferee or sub-participant any information about the Owner, the
Vessel, the Mortgage and this Deed which the Mortgagee considers
appropriate.

    

    
      


    

    
      
        	
                23.

              	
                NOTICES

              


      

    

    
      


    

    
      
        	
                23.1

              	
                Communications
      in Writing

              


      

    

    
      


    

    
      Any
communication in connection with this Deed must be in writing and in English
and, unless otherwise stated, may be given in person, by post or by fax. For the
avoidance of doubt, no communication may be sent by email.

    

    
      


    

    
      
        	
                23.2

              	
                Contact
      Details

              


      

    

    
      


    

    
      
        	
                (a)

              	
                The
      contact details of each party to this Deed for all communications in
      connection with this Deed are those notified by each party to the other
      party.

              


      

    

    
      


    

    
      
        	
                (b)

              	
                The
      contact details of the Owner for this purpose
  are:

              


      

    

    
      

        
          
             


          

          
            24

            
              

            

          

          
             


          

        

      

       

      
        
          
            	
                  	
                    Address:

                  	
                    Stoltenbeggaten 1, 5527
      Haugesund, Norway

                  


          

           

        

        
          
            	
                  	
                    Fax Number:

                  	
                    [•]

                  


          

           

        

        
          
            	
                  	
                    Attention:

                  	
                    [•]

                  


          

           

        

        
          
            	
                    (c)

                  	
                    The contact details of the
      Mortgagee for this purpose
      are:

                  


          

           

        

        
          
            	
                  	
                    Address:

                  	
                    PO Box 1166 Sentrum, 0107 Oslo,
      Norway

                  


          

           

        

        
          
            	
                  	
                    Fax
      Number:  

                  	
                    [•]

                  


          

           

        

        
          
            	
                  	
                    Attention:

                  	
                    [•]

                  


          

        

      

       

      
        
          
            	
                    (d) 

                  	
                    Any
      party may change its contact details by giving three Business Days' notice
      to the other party.

                  


          

           

        

        
          
            	
                    (e) 

                  	
                    Where
      a party nominates a particular department or officer to receive a
      communication, a communication will not be effective if it fails to
      specify that department or officer.

                  


          

           

        

        
          
            	
                    23.3 

                  	
                    Effectiveness

                  


          

           

        

        
          
            	
                    (a) 

                  	
                    Except
      as provided below, a communication in connection with this Deed will be
      deemed to be given as follows:

                  


          

           

        

        
          
            	
                  	
                    (i) 

                  	
                    if
      delivered in person, at the time of
delivery;

                  


          

           

        

        
          
            	
                  	
                    (ii) 

                  	
                    if
      posted, three days after being deposited in the post, postage prepaid, in
      a correctly addressed envelope; and

                  


          

           

        

        
          
            	
                  	
                    (iii) 

                  	
                    if
      by fax, when received in legible
form.

                  


          

           

        

        
          
            	
                    (b) 

                  	
                    A
      communication given under paragraph (a) above but received on a
      non-working day or after business hours in the place of receipt will only
      be deemed to be given on the next working day in that
    place.

                  


          

           

        

        
          
            	
                    (c) 

                  	
                    A
      communication to the Mortgagee will only be effective on actual receipt by
      it.

                  


          

           

        

        
          
            	
                    24. 

                  	
                    GOVERNING
      LAW

                  


          

           

        

        
          
            ThisDeed
shall be governed by and construed in accordance with Isle of Man
law.

          

           

        

        
          
            	
                    25. 

                  	
                    JURISDICTION

                  


          

           

        

        
          
            	
                    25.1 

                  	
                    Courts
      of the Isle of Man

                  


          

           

        

        
          The Owner
agrees that the courts of the isle of Man shall have exclusive jurisdiction to
hear and determine any suit, action or proceedings, and to settle any disputes,
which may arise out of or in
connection   with   this   Deed   (respectively   "Proceedings"   and
"Disputes") and, for
such purposes, irrevocably submits to the exclusive jurisdiction of such
courts.

        


        
          
             


          

          
            25

            
              

            

          

          
             


          

        

      

       

    

    
      
        	
                25.2

              	
                Appropriate
      Forum

              


      

    

    
      


    

    
      The Owner
irrevocably waives any objection which it may have now or hereafter have to
Proceedings being brought or Disputes being settled in the courts of the isle of
Man and agrees not to claim that any such court is not a convenient or
appropriate forum.

    

    
      


    

    
      
        	
                25.3

              	
                Proceedings
      in Other Jurisdictions

              


      

    

    
      


    

    
      Nothing
contained in this Clause shall (and shall not be construed so as to) limit the
right of the Mortgagee to take Proceedings against the Owner in any other court
of competent jurisdiction, nor shall the taking of Proceedings in one or more
jurisdictions preclude the taking of Proceedings in any other jurisdiction
(whether concurrently or not) if and to the extent permitted by applicable
law.

    

    
      


    

    
      
        	
                25.4

              	
                General
      Consent

              


      

    

    
      


    

    
      The Owner
consents generally in respect of any Proceedings to the giving of any relief or
the issue of any process in connection with such Proceedings including the
making, enforcement or execution against any property whatsoever (irrespective
of its use or intended use) of any order or judgment which may be made or given
in such Proceedings.

    

    
      


    

    
      
        	
                25.5

              	
                Waiver
      of Immunity

              


      

    

    
      


    

    
      To the
extent that the Owner may in any jurisdiction claim for itself or its assets or
revenues immunity from suit, execution, attachment (whether in aid of execution,
before judgment or otherwise) or other legal process and to the extent that in
any such jurisdiction there may be attributed to itself, its assets or revenues
such immunity (whether or not claimed), the Owner irrevocably agrees not to
claim, and irrevocably waives, such immunity to the full extent permitted by the
laws of such jurisdiction.

    

    
      


    

    
      
        	
                25.6

              	
                Appointment
      of Process Agent

              


      

    

    
      


    

    
      Without
prejudice to any other mode of service under any relevant law, the Owner
irrevocably appoints [H.M.H. Maritime Consultants Limited of 28 Finch Road,
Douglas, Isie of Man] as its process agent to receive and to acknowledge on its
behalf service of any proceedings in the Isle of Man. If for any reason the
agent named above (or its successor) no longer serves as agent of the Owner for
this purpose, the Owner shall promptly appoint a successor agent (satisfactory
to the Mortgagee) and notify the Mortgagee thereof, provided that until the
Mortgagee receives such notification, the Mortgagee shall be entitled to treat
the agent named above (or its said successor) as the agent of the Owner for the
purposes of this Clause. The Owner agrees that any such legal process shall be
sufficiently served on it if delivered to such agent for service at its address
for the time being in the isle of Man whether or not such agent gives notice
thereof to the Owner.


    


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    
      IN WITNESS WHEREOF
the parties hereto have executed this Deed the day month and year first before
written

       

    

    


    
      
        
          	
                  
                    EXECUTED
      and DELIVERED

                  

                	:
	
                  
                    as
      a deed by DEEP OCEAN

                  

                	:
	
                  
                    SHIPPING
      AS acting by

                  

                	:
	 
      	:
	
                  
                    its
      duly authorised attorney

                  

                	:
	
                  
                    pursuant
      to a power of attorney

                  

                	:
	dated
      	
                  
                    2007

                  

                	:
	
                  
                    in
      the presence of

                  

                	: 
	 
      	 
      
	 
      	
                  
                    Attorney

                  

                
	 
      	 
      
	
                  
                    Witness
      signature:

                  

                	 
      
	 	 
	
                  
                    Name:

                  

                	 
      
	 	 
	
                  
                    Address:

                  

                	 
      
	 	 
	
                  
                    Occupation:

                  

                	 
      
	 
      	 
      
	 
      	 
      
	
                  
                    EXECUTED
      and DELIVERED

                  

                	:
	
                  
                    as
      a deed by NORDEA BANK

                  

                	:
      
	
                  
                    NORGE
      ASA acting by

                  

                	:
	 
      	:
	
                  
                    its
      duly authorised attorney

                  

                	:
	
                  
                    pursuant
      to a power of attorney

                  

                	:
	dated
      	
                  
                    2007

                  

                	:
	
                  
                    in
      the presence of

                  

                	:
	 
      	 
      
	 
      	
                  
                    Attorney

                  

                
	 
      	 
      
	 
      	 
      
	
                  
                    Witness
      signature:

                  

                	 
      
	 	 
	
                  
                    Name:

                  

                	 
      
	 	 
	
                  
                    Address:

                  

                	 
      
	 	 
	
                  
                    Occupation:

                  

                	 
      


        

      

    

     

     27