Loan Agreement dated July 23, 2008



 Exhibit 4.41 
 Date 23 July 2008 
 CRETAN TRADERS INC. 
 as Borrower 
 - and - 
 THE BANKS AND FINANCIAL INSTITUTIONS 
 listed in Schedule 1 
 as Lenders 
 - and - 
 NORDDEUTSCHE LANDESBANK GIROZENTRALE 
 as Swap Bank 
 - and - 
 NORDDEUTSCHE LANDESBANK GIROZENTRALE 
 as Underwriter, Mandated Lead Arranger and Bookrunner 
 - and - 
 NORDDEUTSCHE LANDESBANK
GIROZENTRALE 
 as Agent and Security Trustee 
  
  
 LOAN AGREEMENT

  
  
 relating to 
 a term loan facility of up to
US$126,400,000 
 to finance the acquisition of a capesize bulk carrier 
 currently named “NIGHTFLIGHT” (tbn “FLECHA”) 
 WATSON,
FARLEY & WILLIAMS 
 Piraeus 







 INDEX 
  

					
	 Clause
	  	 	  	Page
	1	  	INTERPRETATION	  	1
			
	2	  	FACILITY	  	13
			
	3	  	POSITION OF THE LENDERS	  	14
			
	4	  	DRAWDOWN	  	15
			
	5	  	INTEREST	  	15
			
	6	  	INTEREST PERIODS	  	17
			
	7	  	DEFAULT INTEREST	  	18
			
	8	  	REPAYMENT AND PREPAYMENT	  	19
			
	9	  	CONDITIONS PRECEDENT	  	21
			
	10	  	REPRESENTATIONS AND WARRANTIES	  	21
			
	11	  	GENERAL UNDERTAKINGS	  	23
			
	12	  	CORPORATE UNDERTAKINGS	  	26
			
	13	  	INSURANCE	  	27
			
	14	  	SHIP COVENANTS	  	32
			
	15	  	SECURITY COVER	  	34
			
	16	  	PAYMENTS AND CALCULATIONS	  	36
			
	17	  	APPLICATION OF RECEIPTS	  	37
			
	18	  	APPLICATION OF EARNINGS	  	38
			
	19	  	EVENTS OF DEFAULT	  	39
			
	20	  	FEES AND EXPENSES	  	43
			
	21	  	INDEMNITIES	  	44
			
	22	  	NO SET-OFF OR TAX DEDUCTION	  	45
			
	23	  	ILLEGALITY, ETC	  	46
			
	24	  	INCREASED COSTS	  	47
			
	25	  	SET-OFF	  	48
			
	26	  	TRANSFERS AND CHANGES IN LENDING OFFICES	  	49









					
	27	  	VARIATIONS AND WAIVERS	  	51
			
	28	  	NOTICES	  	52
			
	29	  	SUPPLEMENTAL	  	54
			
	30	  	LAW AND JURISDICTION	  	54
		
	SCHEDULE 1 LENDERS AND COMMITMENTS	  	56
		
	SCHEDULE 2 DRAWDOWN NOTICE	  	57
		
	SCHEDULE 3 CONDITION PRECEDENT DOCUMENTS	  	58
		
	SCHEDULE 4 TRANSFER CERTIFICATE	  	61
		
	EXECUTION PAGES	  	65








 THIS AGREEMENT is made on 23 July 2008  
 BETWEEN 
  

	(1)	CRETAN TRADERS INC. as Borrower; 

  

	(2)	THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1, as Lenders; 

  

	(3)	NORDDEUTSCHE LANDESBANK GIROZENTRALE, as Swap Bank; 

  

	(4)	NORDDEUTSCHE LANDESBANK GIROZENTRALE, as Underwriter, Mandated Lead Arranger and Bookrunner; and 

  

	(5)	NORDDEUTSCHE LANDESBANK GIROZENTRALE, as Agent and Security Trustee. 

 BACKGROUND 
  

	(A)	The Lenders have agreed to make available to the Borrower a facility of up to the lesser of (i) $126,400,000 and (ii) 80 per cent of the lesser of (1) the
Contract Price of the Ship pursuant to the MOA and (2) of the Market Value of the Ship as determined in accordance with paragraph 5 of Schedule 3, Part B, for the purpose of financing the acquisition cost of the Ship.


  

	(B)	The Borrower may, if it wishes, from time to time hedge its exposure under this Agreement to interest rate fluctuations by entering into interest rate swap transactions with the
Swap Bank. 

  

	(C)	The Lenders and the Swap Bank have agreed to share pari passu in security to be granted to the Security Trustee pursuant to this Agreement. 

 IT IS AGREED as follows: 
  

	1	INTERPRETATION 

  

	1.1	Definitions. Subject to Clause 1.5, in this Agreement: 

 “Account Pledge” means a pledge creating security in respect of the Earnings Account in such form as the Agent may approve or require; 
 “Affected Lender” has the meaning given in Clause 5.7; 
 “Agency and Trust
Deed” means the agency and trust deed executed or to be executed between the Borrower, the Lenders, the Agent and the Security Trustee in such form as the Agent may approve or require; 
 “Agent” means Norddeutsche Landesbank Girozentrale, acting in such capacity through its office at Friedrichswall 10, D-30159, Hannover,
Germany, or any successor of it appointed under clause 5 of the Agency and Trust Deed; 
 “Approved Broker” means each of RS
Platou Shipbrokers A.S., Dipl, -Ing. Weselmann of Hamburg, Fearleys AS, Arrow Sale and Purchase (UK) Ltd. or any other independent and reputable valuer selected by the Agent and approved by the Borrower and, in the plural means all of them;

  

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 “Approved Charter” means a time charter to be entered within one month from the date of
this Agreement, into between the Borrower and the Approved Charterer for a duration of at least 10 years, at a gross daily charter hire rate of at least $55,000 and/or on such other terms as shall be acceptable in all respects acceptable to the
Agent; 
 “Approved Charter Assignment” means an assignment of the rights of the Borrower under the Approved Charter in such
form as the Agent may approve or require; 
 “Approved Charterer” means Fortescue Metals Group Ltd., a company incorporated
in Australia whose principal office is at Level 2, 87 Adelaide Terrace, East Perth, Western Australia 6004; 
 “Approved Flag”
means the Greek flag, the Maltese flag, the Cypriot flag or the flag of any other country in the European Union; 
 “Approved
Manager” means Cardiff Marine Inc., a corporation incorporated in the Republic of Liberia and maintaining a ship management office at Omega Building, 80 Kifissias Avenue, Maroussi 151 25, Greece, or any other company which the Agent may,
with the authorisation of the Majority Lenders, approve from time to time as the manager of the Ship; 
 “Availability Period”
means the period commencing on the date of this Agreement and ending on: 
  

	 	(a)	31 August 2008 (or such later date as the Agent may, with the authorisation of the Lenders, agree with the Borrower); or 

  

	 	(b)	if earlier, the date on which the Total Commitments are fully borrowed, cancelled or terminated; 

 “Bookrunner” means Norddeutsche Landesbank Girozentrale, acting in such capacity through its office at Friedrichswall 10, D-30159,
Hannover, Germany, or any successor; 
 “Borrower” means Cretan Traders Inc., being a corporation incorporated in the
Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960; 
 “Business Day” means a day on which banks are open in London, New York and Hannover; 
 “Commitment”
means, in relation to a Lender, the amount set opposite its name in Schedule 1, or, as the case may require, the amount specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with
this Agreement (and “Total Commitments” means the aggregate of the Commitments of all the Lenders); 
 “Confirmation”
and “Early Termination Date”, in relation to any continuing Transaction, have the meanings given in the Master Agreement; 
 “Contract Price” means the contract price payable for the Ship pursuant to the MOA being the amount of $158,000,000; 
 “Contractual Currency” has the meaning given in Clause 21.4; 
 “Contribution” means, in relation
to a Lender, the part of the Loan which is owing to that Lender; 
  

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 “Creditor Party” means the Mandated Lead Arranger, the Underwriter, the Bookrunner, the
Agent, the Security Trustee or any Lender, whether as at the date of this Agreement or at any later time; 
 “Deed of
Covenant” means a deed of covenant collateral to the Mortgage and creating a charge over the Ship in such form as the Agent may approve or require; 
 “Dollars” and “$” means the lawful currency for the time being of the United States of America; 
 “Drawdown Date” means, in relation to the Loan, the date requested by the Borrower for the Loan to be advanced, or (as the context requires) the date on which the Loan is actually advanced;

 “Drawdown Notice” means a notice in the form set out in Schedule 2 (or in any other form which the Agent approves or
reasonably requires); 
 “Earnings” means all moneys whatsoever which are now, or later become, payable (actually or
contingently) to the Borrower or the Security Trustee and which arise out of the use or operation of the Ship, including (but not limited to): 
  

	 	(a)	all freight, hire and passage moneys, compensation payable to the Borrower or the Security Trustee in the event of requisition of the Ship for hire, remuneration for salvage and
towage services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship; 

  

	 	(b)	all moneys which are at any time payable under Insurances in respect of loss of earnings; and 

  

	 	(c)	if and whenever the Ship is employed on terms whereby any moneys falling within paragraphs (a) or (b) are pooled or shared with any other person, that proportion of the
net receipts of the relevant pooling or sharing arrangement which is attributable to the Ship; 

 “Earnings
Account” means an account in the name of the Borrower with the Agent in Hannover designated “Cretan Traders Inc. - Earnings Account” and any other account (with that or another office of the Agent or with a bank or financial
institution other than the Agent) which is designated by the Agent as the Earnings Account in relation to the Ship for the purposes of this Agreement; 
 “Environmental Claim” means: 
  

	 	(a)	any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any
Environmental Law; or 

  

	 	(b)	any claim by any other person which relates to an Environmental Incident or to an alleged Environmental Incident, 

 and “claim” means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the
foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset; 
 “Environmental Incident” means: 
  

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

  

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

  

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

 “Environmental Law” means any law relating to pollution or protection of the environment, to the carriage of Environmentally Sensitive
Material or to actual or threatened releases of Environmentally Sensitive Material; 
 “Environmentally Sensitive Material”
means oil, oil products and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous; 
 “Event of Default” means any of the events or circumstances described in Clause 19.1; 
 “Finance Documents” means: 
  

	 	(a)	this Agreement; 

  

	 	(b)	the Master Agreement; 

  

	 	(c)	the Agency and Trust Deed; 

  

	 	(d)	the Guarantee; 

  

	 	(e)	the Master Agreement Assignment; 

  

	 	(f)	the Mortgage; 

  

	 	(g)	the Deed of Covenant; 

  

	 	(h)	the General Assignment; 

  

	 	(i)	the Account Pledge; 

  

	 	(j)	the Negative Pledge; 

  

	 	(k)	the Approved Charter Assignment; and 

  

	 	(l)	any other document (whether creating a Security Interest or not) which is executed at any time by the Borrower or any other person as security for, or to establish any form of
subordination or priorities arrangement in relation to, any amount payable to the Lenders under this Agreement or any of the other documents referred to in this definition; 

  

 4 








 “Financial Indebtedness” means, in relation to a person (the “debtor”),
a liability of the debtor: 
  

	 	(a)	for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor; 

  

	 	(b)	under any loan stock, bond, note or other security issued by the debtor; 

  

	 	(c)	under any acceptance credit, guarantee or letter of credit facility made available to the debtor; 

  

	 	(d)	under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;


  

	 	(e)	under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any
such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or 

  

	 	(f)	under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if
the references to the debtor referred to the other person; 

 “General Assignment” means a deed containing a
general assignment of the Earnings, the Insurances, any Requisition Compensation of the Ship in respect of the Ship in such form as the Agent may approve or require; 
 “Guarantee” means a guarantee in such form as the Agent may approve or require; 
 “Guarantor” means Dryships Inc., a corporation incorporated in the Marshall Islands whose principal office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands MH96960; 
 “IFRS” means the International Financial Reporting Standards (formerly IAS including US GAAP); 
 “Insurances” means, in relation to the Ship: 
  

	 	(a)	all policies and contracts of insurance, including entries of the Ship in any protection and indemnity or war risks association, which are effected in respect of the Ship, its
Earnings or otherwise in relation to it; and 

  

	 	(b)	all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium; 

 “Interest Period” means a period determined in accordance with Clause 6; 
 “ISM Code” means the International Safety Management Code (including the guidelines on its implementation), adopted by the International
Maritime Organisation Assembly as Resolutions A.741 (18) and A.788 (19), as the same may be amended or supplemented from time to time (and the terms “safety management system”, “Safety Management Certificate” and
“Document of Compliance” have the same meanings as are given to them in the ISM Code); 
 “ISPS Code” means
the International Ship and Port Facility Security Code constituted pursuant to resolution A.924 (22) of the International Maritime Organisation (“IMO”) adopted by a Diplomatic conference of the IMO on Maritime Security on
13 December 2002 and now set out in Chapter XI-2 of the Safety of Life at Sea Convention (SOLAS) 1974 (as amended) to take effect on 1 July 2004; 
  

 5 








 “ISSC” means a valid and current International Ship Security Certificate issued under
the ISPS Code; 
 “Lender” means a bank or financial institution listed in Schedule 1 and acting through its branch indicated
in Schedule 1 (or through another branch notified to the Agent under Clause 26.14) or its transferee, successor or assignee; 
 “LIBOR” means, for an Interest Period: 
  

	 	(a)	the rate per annum equal to the offered quotation for deposits in Dollars for a period equal to, or as near as possible equal to, the relevant Interest Period which appears on
Reuters BBA Page LIBOR 01 at or about 11.00 am (London time) on the Quotation Date for that Interest Period (and, for the purposes of this Agreement, “Reuters BBA Page LIBOR 01” means the display designated as “Reuters BBA Page
LIBOR 01” on the Reuters Money News Service or such other page as may replace Reuters BBA Page LIBOR 01 on that service for the purpose of displaying rates comparable to that rate or on such other service as may be nominated by the British
Bankers’ Association as the information vendor for the purpose of displaying the British Bankers’ Association Interest Settlement Rates for Dollars); or 

  

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

 “Loan” means the principal amount for the time being outstanding under this Agreement; 
 “Major Casualty” means any casualty to the Ship in respect of which the claim or the aggregate of the claims against all insurers, before
adjustment for any relevant franchise or deductible, exceeds $500,000 or the equivalent in any other currency; 
 “Majority
Lenders” means: 
  

	 	(a)	before the Loan has been made, Lenders whose Commitments total 66.66 per cent. of the Total Commitments; and 

  

	 	(b)	after the Loan has been made, Lenders whose Contributions total 66.66 per cent. of the Loan; 

 “Mandated Lead Arranger” means Norddeutsche Landesbank Girozentrale, acting in such capacity through its office at Friedrichswall 10,
D-30159, Hannover, Germany, or any successor; 
 “Margin” means: 
  

	 	(a)	in relation to Tranche A, 1.25 per cent. per annum; and 

  

	 	(b)	in relation to Tranche B, 1.35 per cent. per annum; 

 “Market Value” means the market value of the Ship determined from time to time in accordance with Clause 15.3; 
  

 6 








 “Master Agreement” means the master agreement (on the 1992 ISDA (Multicurrency -
Crossborder) form and including the schedule thereto) made or to be made between the Borrower and the Swap Bank and includes all Transactions from time to time entered into and Confirmations from time to time exchanged thereunder; 
 “Master Agreement Assignment” means the assignment of the Master Agreement in favour of the Security Trustee executed or to be executed
by the Borrower, in such form as the Lenders may approve or require; 
 “MOA” means the memorandum of agreement dated
30 April 2008 made between the Seller and the Approved Manager, as the same has been novated to the Borrower by an Addendum No 1 dated 2 May 2008, pursuant to which the Seller has agreed to sell, and the Borrower has agreed to purchase,
the Ship; 
 “Mortgage” means the first priority Maltese ship mortgage in such form as the Agent may approve or require;

 “Mortgage-Backed Bonds” means bonds to be issued by the Agent in compliance with German law for mortgage-backed bonds
(“Pfandbriefgesetz”); 
 “Negative Pledge” means the negative pledge in relation to the share capital of the
Borrower executed or to be executed by the Shareholder in such form as the Agent may approve or require; 
 “Negotiation
Period” has the meaning given in Clause 5.10; 
 “Payment Currency” has the meaning given in Clause 21.4;

 “Permitted Security Interests” means: 
  

	 	(a)	Security Interests created by the Finance Documents; 

  

	 	(b)	liens for unpaid master’s and crew’s wages in accordance with usual maritime practice; 

  

	 	(c)	liens for salvage; 

  

	 	(d)	liens arising by operation of law for not more than 2 months’ prepaid hire under any charter in relation to the Ship not prohibited by this Agreement; 


 

	 	(e)	liens for master’s disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation,
repair or maintenance of the Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the Borrower in good faith by appropriate steps) and subject, in the case of liens for repair or
maintenance, to Clause 14.12(g); 

  

	 	(f)	any Security Interest created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses while the Borrower is actively prosecuting
or defending such proceedings or arbitration in good faith; and 

  

	 	(g)	Security Interests arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate steps and in
respect of which appropriate reserves have been made; 

  

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 “Pertinent Document” means: 
  

	 	(a)	any Finance Document; 

  

	 	(b)	any policy or contract of insurance contemplated by or referred to in Clause 13 or any other provision of this Agreement or another Finance Document; 

  

	 	(c)	any other document contemplated by or referred to in any Finance Document; and 

  

	 	(d)	any document which has been or is at any time sent by or to a Servicing Bank in contemplation of or in connection with any Finance Document or any policy, contract or document
falling within paragraphs (b) or (c); 

 “Pertinent Jurisdiction”, in relation to a company, means:

  

	 	(a)	England and Wales; 

  

	 	(b)	the country under the laws of which the company is incorporated or formed; 

  

	 	(c)	a country in which the company’s central management and control is or has recently been exercised; 

  

	 	(d)	a country in which the overall net income of the company is subject to corporation tax, income tax or any similar tax; 

  

	 	(e)	a country in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a
permanent place of business, or in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and 

  

	 	(f)	a country the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company or which would have such jurisdiction if their
assistance were requested by the courts of a country referred to in paragraphs (b) or (c); 

 “Pertinent
Matter” means: 
  

	 	(a)	any transaction or matter contemplated by, arising out of, or in connection with a Pertinent Document; or 

  

	 	(b)	any statement relating to a Pertinent Document or to a transaction or matter falling within paragraph (a); 

 and covers any such transaction, matter or statement, whether entered into, arising or made at any time before the signing of this Agreement or on or at
any time after that signing; 
 “Potential Event of Default” means an event or circumstance which, with the giving of any
notice, the lapse of time, a determination of the Majority Lenders and/or the satisfaction of any other condition, would constitute an Event of Default; 
 “Quotation Date” means, in relation to any Interest Period (or any other period for which an interest rate is to be determined under any provision of a Finance Document), the day on which quotations
would ordinarily be given by leading banks in the London Interbank Market for deposits in the currency in relation to which such rate is to be determined for delivery on the first day of that Interest Period or other period; 
 “Reference Banks” means, subject to Clause 26.16, the Hannover branch of Norddeutsche Landesbank Girozentrale and any Lender; 

 

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 “Relevant Person” has the meaning given in Clause 19.9; 
 “Repayment Date” means a date on which a repayment is required to be made under Clause 8; 
 “Requisition Compensation” includes all compensation or other moneys payable by reason of any act or event such as is referred to in
paragraph (b) of the definition of “Total Loss”; 
 “Secured Liabilities” means all liabilities which the
Borrower, the Security Parties or any of them have, at the date of this Agreement or at any later time or times, under or in connection with any Finance Document or any judgment relating to any Finance Document; and for this purpose, there shall be
disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country;

 “Security Interest” means: 
  

	 	(a)	a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other security interest of any kind; 

  

	 	(b)	the security rights of a plaintiff under an action in rem; and 

  

	 	(c)	any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which
B would have been had he held a security interest over an asset of A; but this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution;


 “Security Party” means the Guarantor, the Approved Manager and any other person (except a Creditor Party and
the Approved Charterer) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the last paragraph of the definition of “Finance Documents”;

 “Security Period” means the period commencing on the date of this Agreement and ending on the date on which the Agent
notifies the Borrower, the Security Parties and the Lenders that: 
  

	 	(a)	all amounts which have become due for payment by the Borrower or any Security Party under the Finance Documents have been paid; 

  

	 	(b)	no amount is owing or has accrued (without yet having become due for payment) under any Finance Document; 

  

	 	(c)	neither the Borrower nor any Security Party has any future or contingent liability under Clause 20, 21 or 22 or any other provision of this Agreement or another Finance Document;
and 

  

	 	(d)	the Agent, the Security Trustee and the Majority Lenders do not consider that there is a significant risk that any payment or transaction under a Finance Document would be set
aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of the Borrower or a Security Party or in any present or possible future proceeding relating to a Finance Document or any asset covered (or previously
covered) by a Security Interest created by a Finance Document; 

  

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 “Security Trustee” means Norddeutsche Landesbank Girozentrale, acting in such capacity
through its office at Friedrichswall 10, D-30159, Hannover, Germany, or any successor of it appointed under clause 5 of the Agency and Trust Agreement; 
 “Seller” means Nightflight Marine Ltd., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960; 
 “Shareholder” means the owners of the whole of the issued share capital of the Borrower at the time of signature
of the Negative Pledge; 
 “Ship” means the Capesize bulk carrier of approximately 170,000 metric tons deadweight currently
named “NIGHTFLIGHT” and registered in the name of the Seller under the Bahamas flag with IMO No 9284570 to be purchased by the Borrower pursuant to the MOA and registered in the name of the Borrower under the Maltese flag with the name
“FLECHA”; 
 “Successful Syndication” means a syndication of not less than 40 per cent. of the Total
Commitments by Norddeutsche Landesbank Girozentrale to banks or financial institutions experienced in ship finance; 
 “Swap
Bank” means Norddeutsche Landesbank Girozentrale, acting in such capacity through its office at Friedrichswall 10, D-30159, Hannover, Germany, or any successor of it appointed under clause 5 of the Agency and Trust Deed; 
 “Swap Exposure” means, as at any relevant date the aggregate net amount in Dollars which would be payable by the Borrower to the Lenders
under (and calculated in accordance with) section 6(e) (Payments on Early Termination) of the Master Agreement if an Early Termination Date had occurred on the relevant date in relation to all continuing Transactions entered into between the
Borrower and the Swap Bank; 
 “Total Loss” means: 
  

	 	(a)	actual, constructive, compromised, agreed or arranged total loss of the Ship; 

  

	 	(b)	any expropriation, confiscation, requisition or acquisition of the Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or
without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding 1
year without any right to an extension) unless it is within 1 month redelivered to the full control of the Borrower; and 

  

	 	(c)	any arrest, capture, seizure or detention of the Ship (including any hijacking or theft) unless it is within 1 month redelivered to the full control of the Borrower;


 “Total Loss Date” means, in relation to the Ship: 
  

	 	(a)	in the case of an actual loss of the Ship, the date on which it occurred or, if that is unknown, the date when the Ship was last heard of; 

  

	 	(b)	in the case of a constructive, compromised, agreed or arranged total loss of the Borrower, the earliest of: 

  

	 	(i)	the date on which a notice of abandonment is given to the insurers; and 

  

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	 	(ii)	the date of any compromise, arrangement or agreement made by or on behalf of the Borrower with the Ship’s insurers in which the insurers agree to treat the Ship as a total
loss; and 

  

	 	(c)	in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred;


 “Tranche A” means an amount of the Loan, currently estimated to be $39,600,000, representing that part which
may be covered by Mortgage-Backed Bonds which shall be determined by the Agent in accordance with Clause 2.6 and, at all times after the determination thereof means the principal outstanding amount thereof; 
 “Tranche B” means, as at the date of determination thereof, the amount of the Total Commitments less Tranche A and at all times
thereafter means the principal outstanding amount thereof; 
 “Tranches” means, together Tranche A and Tranche B, and in the
singular means any of them; 
 “Transfer Certificate” has the meaning given in Clause 26.2; 
 “Transaction” has the meaning given in the Master Agreement; 
 “Trust Property” has the meaning given in clause 3.1 of the Agency and Trust Agreement; 
 “Underwriter” means Norddeutsche Landesbank Girozentrale, acting in such capacity through its office at Friedrichswall 10, D-30159,
Hannover, Germany, or any successor of it; and 
 “US GAAP” means generally accepted accounting principles in the United
States of America established by the Financial Accounting Standards Board (FASB). 
  

	1.2	Construction of certain terms. In this Agreement: 

 “approved” means, for the purposes of Clause 13, approved in writing by the Agent; 
 “asset”
includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment; 
 “company” includes any partnership, joint venture and unincorporated association; 
 “consent”
includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation; 
 “contingent liability” means a liability which is not certain to arise and/or the amount of which remains unascertained; 
 “document” includes a deed; also a letter, fax or telex; 
 “excess risks” means, in relation to the Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Ship in consequence of its
insured value being less than the value at which the Ship is assessed for the purpose of such claims; 
 “expense” means any
kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax; 
  

 11 








 “law” includes any order or decree, any form of delegated legislation, any treaty or
international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council; 
 “legal or administrative action” means any legal proceeding or arbitration and any administrative or regulatory action or investigation; 
 “liability” includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety
or otherwise; 
 “months” shall be construed in accordance with Clause 1.3; 
 “obligatory insurances” means, in relation to the Ship, all insurances effected, or which the Borrower owning the Ship is obliged to
effect, under Clause 13 or any other provision of this Agreement or another Finance Document; 
 “on demand” means:

  

	 	(a)	at any time when an Event of Default has occurred and is continuing, within 3 days of the Agent’s written demand; and 

  

	 	(b)	at all other times, within 21 days of the Agent’s written demand. 

 “parent company” has the meaning given in Clause 1.4; 
 “person” includes
any company; any state, political sub-division of a state and local or municipal authority; and any international organisation; 
 “policy”, in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms; 
 “protection and indemnity risks” means the usual risks covered by a protection and indemnity association managed in London, including
pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 1 of the Institute
Time Clauses (Hulls)(1/10/83) or clause 8 of the Institute Time Clauses (Hulls)(1/11/1995) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision; 
 “regulation” includes any regulation, rule, official directive, request or guideline whether or not having the force of law of any
governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation; 
 “subsidiary” has the meaning given in Clause 1.4; 
 “tax” includes any present or future tax,
duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest
or fine; and 
 “war risks” includes the risk of mines and all risks excluded by clause 23 of the Institute Time Clauses
(Hulls)(1/10/83) or clause 24 of the Institute Time Clauses (Hulls) (1/11/1995). 
  

	1.3	Meaning of “month”. A period of one or more “months” ends on the day in the relevant calendar month numerically corresponding to the day of the
calendar month on which the period started (“the numerically corresponding day”), but: 

  

	(a)	on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar
month, on the Business Day preceding the numerically corresponding day; or 

  

 12 









	(b)	on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no
numerically corresponding day; 

  

	  	and “month” and “monthly” shall be construed accordingly. 

  

	1.4	Meaning of “subsidiary”. A company (S) is a subsidiary of another company (P) if: 

  

	(a)	a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited rights to capital and income distributions) are directly owned by P or are
indirectly attributable to P; or 

  

	(b)	P has direct or indirect control over a majority of the voting rights attaching to the issued shares of S; or 

  

	(c)	P has the direct or indirect power to appoint or remove a majority of the directors of S; or 

  

	(d)	P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance with the wishes of P; 

  

	  	and any company of which S is a subsidiary is a parent company of S. 

  

	1.5	General Interpretation. In this Agreement: 

  

	(a)	references in Clause 1.1 to a Finance Document or any other document being in the form of a particular appendix include references to that form with any modifications to that form
which the Agent (with the authorisation of the Majority Lenders in the case of substantial modifications) approves or reasonably requires; 

  

	(b)	references to, or to a provision of, a Finance Document or any other document are references to it as amended or supplemented, whether before the date of this Agreement or
otherwise; 

  

	(c)	references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise;


  

	(d)	words denoting the singular number shall include the plural and vice versa; and 

  

	(e)	Clauses 1.1 to 1.5 apply unless the contrary intention appears. 

  

	1.6	Headings. In interpreting a Finance Document or any provision of a Finance Document, all clause, sub-clause and other headings in that and any other Finance Document shall be
entirely disregarded. 

  

	2	FACILITY 

  

	2.1	Amount of facility. Subject to the other provisions of this Agreement, the Lenders shall make available to the Borrower, in one advance, a loan facility of up to the lesser
of (i) $126,400,000 and (ii) 80 per cent, of the lesser of (a) the Contract Price and (b) the Market Value of the Ship as determined in accordance with paragraph 5 of Schedule 3, Part B for the purpose of part-financing the
acquisition cost of the Ship under the MOA. 

  

 13 









	2.2	Lenders’ participations in the Loan. Subject to the other provisions of this Agreement, each Lender shall participate in the Loan in the proportion which, as at the
relevant Drawdown Date, its Commitment bears to the Total Commitments. 

  

	2.3	Purpose of the Loan. The Borrower undertakes with each Creditor Party to use the Loan only for the purpose stated in the preamble to this Agreement. 


 

	2.4	Market Flex. Immediately after the amounts of Tranche A and Tranche B are definitively determined by the Agent pursuant to Clause 2.6 (but in any event not later than the
period commencing on 1 July 2009 and ending on 31 December 2009), the Borrower agrees that the Agent shall be entitled, after consultation with the Borrower and the Guarantor, to change the pricing, with the exception of the arrangement
fee to be caped up to 0.50% of the Total Commitment, terms and structure of the Loan outlined in this Agreement if the Mandated Lead Arranger considers that such changes would be necessary in order to enhance the prospects of a Successful
Syndication and the Borrower shall enter into such documentation as may be required by the Agent in order to document the resultant amendments to this Agreement and any of the other Finance Documents. To determine whether the changes suggested by
the Mandated Lead Arranger will in fact enhance the prospects of a Successful Syndication the Agent shall contact 3 banks or financial institutions experienced in ship finance which shall be selected with the prior approval of the Borrower (which
shall not be unreasonably withheld or delayed) to seek their opinion. 

  

	2.5	Transfer of the Loan; Successful Syndication. Norddeutsche Landesbank Girozentrale is entitled to complete a Successful Syndication during the period commencing on the date
of this Agreement and ending on 31 December 2009 Provided that following the Successful Syndication its Contribution is greater than that of any other Lender. 

  

	2.6	Determination of Tranches. The Agent shall after issuing the Mortgage-Backed Bonds but in any event by no later than 31 August 2009, determine the amounts of Tranche A
and Tranche B and shall advise the Borrower in writing of the amount of each Tranche and the Borrower agrees and acknowledges that such determination shall be final and binding on the Borrower save in the case of manifest error.


  

	3	POSITION OF THE LENDERS 

  

	3.1	Interests of Lenders several. The rights of the Lenders under this Agreement are several. 

  

	3.2	Individual Lender’s right of action. Each Lender shall be entitled to sue for any amount which has become due and payable by the Borrower to it under this Agreement
without joining the Agent, the Security Trustee or any other Lender as additional parties in the proceedings. 

  

	3.3	Proceedings by individual Lender requiring Majority Lenders’ consent. Except as provided in Clause 3.2, no Lender may commence proceedings against the Borrower or any
Security Party in connection with a Finance Document without the prior consent of the Majority Lenders. 

  

	3.4	Obligations of Lenders several. The obligations of the Lenders under this Agreement are several; and a failure of a Lender to perform its obligations under this Agreement
shall not result in: 

  

	(a)	the obligations of the other Lenders being increased; nor 

  

	(b)	the Borrower, any Security Party or any other Lender being discharged (in whole or in part) from its obligations under any Finance Document; and in no circumstances shall a Lender
have any responsibility for a failure of another Lender to perform its obligations under this Agreement. 

  

 14 









	4	DRAWDOWN 

  

	4.1	Request for Loan. Subject to the following conditions, the Borrower may request the Loan to be made by ensuring that the Agent receives a completed Drawdown Notice not later
than 11.00 a.m. (London time) 3 Business Days prior to the intended Drawdown Date. 

  

	4.2	Availability. The conditions referred to in Clause 4.1 are that: 

  

	(a)	a Drawdown Date has to be a Business Day during the Availability Period; and 

  

	(b)	the aggregate amount of the Loan shall not exceed the Total Commitments; 

  

	4.3	Notification to Lenders of receipt of a Drawdown Notice. The Agent shall promptly notify the Lenders that it has received a Drawdown Notice and shall inform each Lender of:


  

	(a)	the amount of the Loan and the Drawdown Date; 

  

	(b)	the amount of that Lender’s participation in the Loan; and 

  

	(c)	the duration of the first Interest Period. 

  

	4.4	Drawdown Notice irrevocable. A Drawdown Notice must be signed by a director, an officer or an authorised attorney in fact of the Borrower; and once served, a Drawdown
Notice cannot be revoked without the prior consent of the Agent, acting on the authority of the Majority Lenders. 

  

	4.5	Lenders to make available Contributions. Subject to the provisions of this Agreement, each Lender shall, on and with value on the Drawdown Date, make available to the Agent
the amount due from that Lender on that Drawdown Date under Clause 2.2. 

  

	4.6	Disbursement of Loan. Subject to the provisions of this Agreement, the Agent shall on the Drawdown Date pay to the Borrower the amounts which the Agent receives from
the Lenders under Clause 4.5; and that payment to the Borrower shall be made: 

  

	(a)	to the account which the Borrower specifies in the Drawdown Notice; and 

  

	(b)	in the like funds as the Agent received the payments from the Lenders. 

  

	4.7	Disbursement of Loan to third party. The payment by the Agent under Clause 4.6 shall constitute the making of the Loan and the Borrower shall at that time become indebted, as
principal and direct obligors, to each Lender in an amount equal to that Lender’s Contribution. 

  

	5	INTEREST 

  

	5.1	Payment of normal interest. Subject to the provisions of this Agreement, interest on the Loan in respect of each Interest Period shall be paid by the Borrower on the last day
of that Interest Period. 

  

	5.2	Normal rate of interest. Subject to the provisions of this Agreement, the rate of interest on the Loan in respect of an Interest Period shall be the aggregate of the
applicable Margin and LIBOR for that Interest Period. 

  

 15 









	5.3	Payment of accrued interest. In the case of an Interest Period longer than 3 months, accrued interest shall be paid every 3 months during that Interest Period and on the last
day of that Interest Period. 

  

	5.4	Notification of Interest Periods and rates of normal interest. The Agent shall notify the Borrower and each Lender of: 

  

	(a)	each rate of interest; and 

  

	(b)	the duration of each Interest Period; 

 as soon as
reasonably practicable after each is determined. 
  

	5.5	Obligation of Reference Banks to quote. A Reference Bank which is a Lender shall use all reasonable efforts to supply the quotation required of it for the purposes of fixing
a rate of interest under this Agreement. 

  

	5.6	Absence of quotations by Reference Banks. If any Reference Bank fails to supply a quotation, the Agent shall determine the relevant LIBOR on the basis of the quotations
supplied by the other Reference Bank or Banks; but if 2 or more of the Reference Banks fail to provide a quotation, the relevant rate of interest shall be set in accordance with the following provisions of this Clause 5. 

  

	5.7	Market disruption. The following provisions of this Clause 5 apply if: 

  

	(a)	2 or more of the Reference Banks do not, before 1.00 p.m. (London time) on the Quotation Date for an Interest Period, provide quotations to the Agent in order to fix LIBOR; or


  

	(b)	at least 1 Business Day before the start of an Interest Period, Lenders having Contributions together amounting to more than 50 per cent of the Loan, notify the Agent that
LIBOR fixed by the Agent would not accurately reflect the cost to those Lenders of funding their respective Contributions (or any part of them) during the Interest Period in the London Interbank Market at or about 11.00 a.m. (London time) on the
Quotation Date for the Interest Period; or 

  

	(c)	at least 1 Business Day before the start of an Interest Period, the Agent is notified by a Lender (the “Affected Lender”) that for any reason it is unable to obtain
Dollars in the London Interbank Market in order to fund its Contribution (or any part of it) during the Interest Period. 

  

	5.8	Notification of market disruption. The Agent shall promptly notify the Borrower and each of the Lenders stating the circumstances falling within Clause 5.7 which have caused
its notice to be given. 

  

	5.9	Suspension of drawdown. If the Agent’s notice under Clause 5.8 is served before the Loan is advanced: 

  

	(a)	in a case falling within Clauses 5.7(a) or (b), the Lenders’ obligations to advance the Loan; 

  

	(b)	in a case falling within Clause 5.7(c), the Affected Lender’s obligation to participate in the Loan; 

  

	    	shall be suspended while the circumstances referred to in the Agent’s notice continue. 

  

	5.10	 Negotiation of alternative rate of interest. If the Agent’s notice under Clause 5.8 is served after the Loan is advanced, the Borrower, the Agent and
the Lenders or (as the 



  

 16 









	 	 
case may be) the Affected Lender shall use reasonable endeavours to agree, within the 30 days after the date on which the Agent serves its notice under
Clause 5.8 (the “Negotiation Period”), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Contribution
during the Interest Period concerned. 


  

	5.11	Application of agreed alternative rate of interest. Any alternative interest rate or an alternative basis which is agreed during the Negotiation Period shall take effect in
accordance with the terms agreed. 

  

	5.12	Alternative rate of interest in absence of agreement. If an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant
circumstances are continuing at the end of the Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender, set an interest period and interest rate representing the cost of funding of the
Lenders or (as the case may be) the Affected Lender in Dollars or in any available currency of their or its Contribution plus the applicable Margin; and the procedure provided for by this Clause 5.12 shall be repeated if the relevant circumstances
are continuing at the end of the interest period so set by the Agent. 

  

	5.13	Notice of prepayment. If the Borrower does not agree with an interest rate set by the Agent under Clause 5.12, the Borrower may give the Agent not less than 15 Business
Days’ notice of their intention to prepay at the end of the interest period set by the Agent. 

  

	5.14	Prepayment; termination of Commitments. A notice under Clause 5.13 shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require) the Affected
Lender of the Borrower’s notice of intended prepayment; and: 

  

	(a)	on the date on which the Agent serves that notice, the Total Commitments or (as the case may require) the Commitment of the Affected Lender shall be cancelled; and


  

	(b)	on the last Business Day of the interest period set by the Agent, the Borrower shall prepay (without premium or penalty) the Loan or, as the case may be, the Affected Lender’s
Contribution, together with accrued interest thereon at the applicable rate plus the applicable Margin. 

  

	5.15	Application of prepayment. The provisions of Clause 8 shall apply in relation to the prepayment. 

  

	5.16	Determination of Margin. The Agent shall review the applicable Margin in relation to each Tranche on the date falling on the earlier of (i) 12 months after the Drawdown
Date and (ii) 30 August 2009 (the “Margin Calculation Date”), and shall advise the Borrower in writing within 5 Business Days of the Margin Calculation Date of the Margin which will apply to that Tranche commencing on the
Margin Calculation Date Provided that if the Borrower disagrees with the revised Margin the provisions of Clause 8.8(c) and 8.8(d) shall apply. 

  

	6	INTEREST PERIODS 

  

	6.1	Commencement of Interest Periods. The first Interest Period applicable to the Loan shall commence on the Drawdown Date and each subsequent Interest Period shall commence on
the expiry of the preceding Interest Period. 

  

	6.2	Duration of normal Interest Periods. Subject to Clauses 6.3 and 6.4, each Interest Period shall be: 

  

	(a)	1, 3, 6 or 12 months as notified by the Borrower to the Agent not later than 11.00 a.m. (London time) 3 Business Days before the commencement of the Interest Period; or


  

 17 









	(b)	3 months, if the Borrower fails to notify the Agent by the time specified in paragraph (a); or 

  

	(c)	such other period as the Agent may, with the authorisation of all the Lenders, agree with the Borrower. 

  

	6.3	Duration of Interest Periods for repayment instalments. In respect of an amount due to be repaid under Clause 8 on a particular Repayment Date, an Interest Period shall end
on that Repayment Date. 

  

	6.4	Non-availability of matching deposits for Interest Period selected. If, after the Borrower has selected and the Lenders have agreed an Interest Period longer than 6 months,
any Lender notifies the Agent by 11.00 a.m. (London time) on the third Business Day before the commencement of the Interest Period that it is not satisfied that deposits in Dollars for a period equal to the Interest Period will be available to it in
the London Interbank Market when the Interest Period commences, the Interest Period shall be of 6 months. 

  

	7	DEFAULT INTEREST 

  

	7.1	Payment of default interest on overdue amounts. The Borrower shall pay interest in accordance with the following provisions of this Clause 7 on any amount payable by the
Borrower under any Finance Document which the Agent, the Security Trustee or the other designated payee does not receive on or before the relevant date, that is: 

  

	(a)	the date on which the Finance Documents provide that such amount is due for payment; or 

  

	(b)	if a Finance Document provides that such amount is payable on demand, within three (3) Business Days as of the date on which the demand is served; or 


 

	(c)	if such amount has become immediately due and payable under Clause 19.4, the date on which it became immediately due and payable. 

  

	7.2	Default rate of interest. Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before
judgment) at the rate per annum determined by the Agent to be 1.35 per cent. above: 

  

	(a)	in the case of an overdue amount of principal, the higher of the rates set out at Clauses 7.3(a) and (b); or 

  

	(b)	in the case of any other overdue amount, the rate set out at Clause 7.3(b). 

  

	7.3	Calculation of default rate of interest. The rates referred to in Clause 7.2 are: 

  

	(a)	the rate applicable to the overdue principal amount immediately prior to the relevant date (but only for any unexpired part of any then current Interest Period applicable to it);


  

	(b)	the applicable Margin plus, in respect of successive periods of any duration (including at call) up to 3 months which the Agent may select from time to time:


  

	 	(i)	LIBOR; or 

  

	 	(ii)	if the Agent (after consultation with the Reference Banks) determines that Dollar deposits for any such period are not being made available to any Reference Bank by leading banks in
the London Interbank Market in the ordinary course of business, a rate from time to time determined by the Agent by reference to the cost of funds to the Reference Banks from such other sources as the Agent (after consultation with the Reference
Banks) may from time to time determine. 

  

 18 









	7.4	Notification of interest periods and default rates. The Agent shall promptly notify the Lenders and the Borrower of each interest rate determined by the Agent under Clause
7.3 and of each period selected by the Agent for the purposes of paragraph (b) of that Clause; but this shall not be taken to imply that the Borrower are liable to pay such interest only with effect from the date of the Agent’s
notification. 

  

	7.5	Payment of accrued default interest. Subject to the other provisions of this Agreement, any interest due under this Clause shall be paid on the last day of the period by
reference to which it was determined; and the payment shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due. 

  


	7.6	Compounding of default interest. Any such interest which is not paid at the end of the period by reference to which it was determined shall thereupon be compounded.


  

	7.7	Application to Master Agreement. For the avoidance of doubt this Clause 7 does not apply to any amount payable under the Master Agreement in respect of any continuing
Transaction as to which section 2(e) (Default Interest, Other Amounts) of the Master Agreement shall apply. 

  

	8	REPAYMENT AND PREPAYMENT 

  

	8.1	Amount of repayment instalments. 

  

	(a)	The Borrower shall repay the Loan by 40 equal consecutive three-monthly instalments in the amount of $2,650,000 each and by a balloon instalment in the amount of $20,400,000;


  

	(b)	Until the amount of the Tranches is determined by the Agent pursuant to Clause 2.6, each repayment instalment and the balloon instalment shall be allocated between the Tranches in
the following manner: 

  

							
	 	  	Repayment
Instalment	  	Balloon
Instalment
	 Tranche A
	  	$	830,221.52	  	$	6,391,139.20
	 Tranche B
	  	$	1,819,778.48	  	$	14,008,860.80

  

	(c)	When the amount of the Tranches is determined by the Agent pursuant to Clause 2.6, the Agent shall send a notice in writing to the Borrower setting out how the amount of each
repayment instalment and the balloon instalment will as from the date of the notice and at all times thereafter be allocated between the Tranches. 

  

	8.2	Repayment Dates. The first instalment of the Loan or of each Tranche (as the case may be) shall be repaid on the date falling 3 months after the Drawdown Date and the last
instalment of the Loan or of each Tranche (as the case may be) on the date falling on the tenth anniversary after the Drawdown Date together with the relevant balloon instalment. 

  

	8.3	Final Repayment Date. On the final Repayment Date, the Borrower shall additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or
owing under any Finance Document. 

  

	8.4	Voluntary prepayment. Subject to the following conditions, the Borrower may prepay the whole or any part of the Loan or any Tranche (as the case may be) on the last day of an
Interest Period. 

  

 19 









	8.5	Conditions for voluntary prepayment. The conditions referred to in Clause 8.4 are that: 

  

	(a)	a partial prepayment shall be $250,000 or a multiple of $250,000; 

  

	(b)	the Agent has received from the Borrower at least 5 days’ prior written notice specifying the amount to be prepaid, the date on which the prepayment is to be made; and


  

	(c)	the Borrower has provided evidence satisfactory to the Agent that any consent required by it or any Security Party in connection with the prepayment has been obtained and remains in
force, and that any official regulation relevant to this Agreement which affects the Borrower or any Security Party has been complied with. 

  

	8.6	Effect of notice of prepayment. A prepayment notice may not be withdrawn or amended without the consent of the Agent, given with the authorisation of the Majority Lenders,
and the amount specified in the prepayment notice shall become due and payable by the Borrower on the date for prepayment specified in the prepayment notice. 

  

	8.7	Notification of notice of prepayment. The Agent shall notify the Lenders promptly upon receiving a prepayment notice, and shall provide any Lender which so requests with a
copy of any document delivered by the Borrower under Clause 8.5(c). 

  

	8.8	Mandatory prepayment. Without prejudice to the provisions of Clause 15, the Borrower shall be obliged to prepay the Loan in full in the following circumstances;


  

	(a)	if the Ship is sold, on or before the date on which the sale is completed by delivery of the Ship to the buyer; or 

  

	(b)	if the Ship becomes a Total Loss, on the earlier of the date falling 180 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance
relating to such Total Loss; or 

  

	(c)	if the Borrower does not agree to the revised Margin proposed by the Agent pursuant to Clause 5.16, on the date falling 60 days after the date on which the Agent notifies the
Borrower of the revised Margin pursuant to Clause 5.16; or 

  

	(d)	if a Successful Syndication has not been achieved by 31 December 2009, on the date falling 60 days after the Agent’s notice that a Successful Syndication has not been
achieved. 

  

	8.9	Amounts payable on prepayment. A prepayment shall be made together with accrued interest (and any other amount payable under Clause 21 or otherwise) in respect of the amount
prepaid and, if the prepayment is not made on the last day of an Interest Period together with any sums payable under Clause 21.1(b) but without premium or penalty. 

  

	8.10	Application of partial prepayment. Each partial prepayment made pursuant to: 

  

	(a)	Clause 8.4, shall be applied first against the balloon instalment of Tranche A and thereafter against the then outstanding amount of Tranche A in inverse order of maturity.
Thereafter any other repayments shall be applied first again the balloon instalment in respect of Tranche B and thereafter against the then outstanding amount of Tranche B in inverse order of maturity; and 

  

	(b)	Clause 8.8, shall be applied in fully repaying the Loan. 

  

	8.11	No reborrowing. No amount prepaid may be reborrowed. 

  

 20 









	9	CONDITIONS PRECEDENT 

  

	9.1	Documents, fees and no default. Each Lender’s obligation to contribute to the Loan is subject to the following conditions precedent: 

  

	(a)	that, on or before the service of the Drawdown Notice, the Agent receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its
lawyers; 

  

	(b)	that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives the documents described in Part B of Schedule 3 in form and substance satisfactory to it and its
lawyers; 

  

	(c)	that, on or before the service of the Drawdown Notice, the Agent receives the arrangement fee referred to in Clause 20.1, all accrued commitment fee payable pursuant to Clause 20.1
and has received payment of the expenses referred to in Clause 20.2; and 

  

	(d)	that both at the date of the Drawdown Notice and at the Drawdown Date: 

  

	 	(i)	no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Loan; 

  

	 	(ii)	the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading
if repeated on each of those dates with reference to the circumstances then existing; and 

  

	 	(iii)	none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and 

  

	(e)	that, if the ratio set out in Clause 15.1 were applied immediately following the advance of the Loan, the Borrower would not be obliged to provide additional security or prepay part
of the Loan under that Clause; 

  

	(f)	that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may,
with the authorisation of the Majority Lenders, request by notice to the Borrower prior to the Drawdown Date. 

  

	9.2	Waiver of conditions precedent. If the Majority Lenders, at their discretion, permit the Loan to be borrowed before certain of the conditions referred to in Clause 9.1 are
satisfied, the Borrower shall ensure that those conditions are satisfied within 10 Business days after the Drawdown Date (or such longer period as the Agent may, with the authorisation of the Majority Lenders, specify). 

  

	10	REPRESENTATIONS AND WARRANTIES 

  

	10.1	General. The Borrower represents and warrants to each Creditor Party as follows. 

  

	10.2	Status. The Borrower is duly incorporated and validly existing and in good standing under the laws of the Marshall Islands. 

  

	10.3	Share capital and ownership. The aggregate number of shares of stock that the Borrower is authorised to issue is 500 registered shares with a par value of $20.00 each, all of
which have been issued fully paid up and the legal title and beneficial ownership of all those shares is held, free of any Security Interest or other claim, by the Shareholder. 

  

 21 









	10.4	Corporate power. The Borrower has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it: 

  

	(a)	to execute the MOA to which it is a party, to purchase and pay for the Ship and register the Ship in its name under the Maltese flag; 

  

	(b)	to execute the Finance Documents to which the Borrower is a party; and 

  

	(c)	to borrow under this Agreement, to enter into Transactions under the Master Agreement and to make all the payments contemplated by, and to comply with, those Finance Documents and
the Master Agreement. 

  

	10.5	Consents in force. All the consents referred to in Clause 10.4 remain in force and nothing has occurred which makes any of them liable to revocation.


  

	10.6	Legal validity; effective Security Interests. The Finance Documents to which the Borrower is a party, do now or, as the case may be, will, upon execution and delivery (and,
where applicable, registration as provided for in the Finance Documents): 

  

	(a)	constitute the Borrower’s legal, valid and binding obligations enforceable against the Borrower in accordance with their respective terms; and 

  

	(b)	create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate;


 subject to any relevant insolvency laws affecting creditors’ rights generally. 
  

	10.7	No third party Security Interests. Without limiting the generality of Clause 10.6, at the time of the execution and delivery of each Finance Document:


  

	(a)	the Borrower which is a party to that Finance Document will have the right to create all the Security Interests which that Finance Document purports to create; and


  

	(b)	no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such
Security Interest, by its terms, relates. 

  

	10.8	No conflicts. The execution by the Borrower of each Finance Document to which it is a party, and the borrowing by it of the Loan, and its compliance with each Finance
Document to which it is a party will not involve or lead to a contravention of: 

  

	(a)	any law or regulation; or 

  

	(b)	the constitutional documents of the Borrower; or 

  

	(c)	any contractual or other obligation or restriction which is binding on the Borrower or any of its assets. 

  

	10.9	No withholding taxes. All payments which the Borrower is liable to make under the Finance Documents to which it is a party may be made without deduction or withholding for or
on account of any tax payable under any law of any Pertinent Jurisdiction. 

  

	10.10	No default. No Event of Default or Potential Event of Default has occurred and is continuing. 

  

	10.11	 Information. All information which has been provided in writing by or on behalf of the Borrower or any Security Party to any Creditor Party in connection
with any Finance Document satisfied the requirements of Clause 11.5; all audited and unaudited accounts 



  

 22 









	 	 
which have been so provided satisfied the requirements of Clause 11.7; and there has been no material adverse change in the financial position or state of
affairs of the Borrower from that disclosed in the latest of those accounts. 


  

	10.12	No litigation. No legal or administrative action involving the Borrower (including action relating to any alleged or actual breach of the ISM Code) has been
commenced or taken or, to the Borrower’s knowledge, is likely to be commenced or taken which, in either case, would be likely to have a material adverse effect on the Borrower’s financial position or profitability.


  

	10.13	Validity and completeness of MOA. The MOA constitutes valid, binding and enforceable obligations of the parties thereto in accordance with its terms and:


  

	(a)	the copy of the MOA delivered to the Agent before the date of this Agreement is a true and complete copy; and 

  

	(b)	no amendments or additions to the MOA have been agreed nor has any party thereto either waived any of their respective rights under the MOA. 

  

	10.14	No rebates etc. There is no agreement or understanding to allow or pay any rebate, premium, commission, discount or other benefit or payment (howsoever
described) to the Borrower, the Seller or any third party in connection with the purchase by the Borrower of the Ship, other than as disclosed to the Lenders in writing on or prior to the date of this Agreement. 

  

	10.15	Compliance with certain undertakings. At the date of this Agreement, the Borrower in compliance with Clauses 11.2, 11.4, 11.9 and 11.13. 

  

	10.16	Taxes paid. The Borrower has paid all taxes applicable to, or imposed on or in relation to the Borrower, its business or the Ship. 

  

	10.17	ISM Code and ISPS Code compliance. All requirements of the ISM Code and the ISPS Code as they relate to the Borrower, the Approved Manager and the Ship have been complied
with. 

  

	10.18	No money laundering. Without prejudice to the generality of Clause 2,3, in relation to the borrowing by the Borrower of the Loan, the performance and discharge of its
obligations and liabilities under the Finance Documents, and the transactions and other arrangements effected or contemplated by the Finance Documents to which the Borrower is a party, the Borrower confirms that it is acting for its own account and
that the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of the Directive (91/308/EEC) of
the Council of the European Communities). 

  

	11	GENERAL UNDERTAKINGS 

  

	11.1	General. The Borrower undertakes with each Creditor Party to comply with the following provisions of this Clause 11 at all times during the Security Period except as the
Agent may, with the authorisation of the Majority Lenders, otherwise permit. 

  

	11.2	Title; negative pledge. The Borrower will: 

  

	(a)	hold the legal title to, and own the entire beneficial interest, in the Ship, her Insurances and Earnings, free from all Security Interests and other interests and rights of every
kind, except for those created by the Finance Documents and the effect of assignments contained in the Finance Documents and except for Permitted Security Interests; and 

  

 23 









	(b)	not create or permit to arise any Security Interest (except for Permitted Security Interests) over any other asset, present or future including, but not limited to, the
Borrower’s rights against the Swap Bank under the Master Agreement or all or any part of the Borrower’s interest in any amount payable to the Borrower by the Swap Bank under the Master Agreement. 

  

	11.3	No disposal of assets. The Borrower will not transfer, lease or otherwise dispose of: 

  

	(a)	all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not; or 

  

	(b)	any debt payable to it or any other right (present, future or contingent right) to receive a payment, including any right to damages or compensation. 

  

	11.4	No other liabilities or obligations to be incurred. The Borrower will not incur any liability or obligation except: 

  

	(a)	liabilities and obligations under the MOA and the Finance Documents to which it is a party; 

  

	(b)	liabilities or obligations reasonably incurred in the ordinary course of operating and chartering the Ship; and 

  

	(c)	any Financial Indebtedness by means of a loan or financial assistance from the Shareholder provided that the Borrower’s financial position is not adversely affected by the
incurrence of such Financial Indebtedness and the Borrower enters into such additional documents as shall be required by the Agent so that any such Financial Indebtedness is subordinated to the rights of the Creditor Parties under this Agreement and
the other Finance Documents. 

  

	11.5	Information provided to be accurate. All financial and other information which is provided in writing by or on behalf of the Borrower under or in connection with any Finance
Document will be true and not misleading and will not omit any material fact or consideration. 

  

	11.6	Provision of financial statements. The Borrower will send to the Agent or, as the case may be, procure that there is sent to the Agent: 

  

	(a)	as soon as possible, but in no event later than 180 days after the end of each financial year of the Guarantor (commencing with the financial year ended 31 December 2007) the
annual audited consolidated accounts of the Guarantor for such financial year; 

  

	(b)	as soon as possible, but in no event later than 90 days after the end of each 6-month period ending on 30 June and 31 December in each financial year of the Guarantor
(commencing with the 6-month period ended 30 June 2008), the semi-annual consolidated accounts of the Guarantor for such 6-month period certified as to their correctness by the Guarantor’s chief financial officer or other authorised signatory;


  

	(c)	as soon as possible, but in no event later than 180 days after the end of each financial year of the Borrower (commencing with the financial year ending 31 December 2008), the
annual management accounts of the Borrower for such financial year certified as to their correctness by a director or officer of the Borrower; and 

  

	(d)	as soon as possible but in no event later than 30 days before the beginning of each financial year of the Borrower, the annual cashflow-projections of the Ship for the immediately
subsequent financial year, prepared by the Borrower in a form acceptable to the Agent. 

  

 24 









	11.7	Form of financial statements. All accounts (audited and unaudited) delivered under Clause 11.6 will: 

  

	(a)	be prepared in accordance with all applicable laws and IFRS standards or US GAAP consistently applied; 

  

	(b)	give a true and fair view of the state of affairs of the Guarantor and its subsidiaries or, as the case may be, the Borrower at the date of those accounts and of their profit for
the period to which those accounts relate; and 

  

	(c)	fully disclose or provide for all significant liabilities of the Guarantor or, as the case may be, the Borrower. 

  

	11.8	Shareholder and creditor notices. The Borrower will send the Agent, at the same time as they are despatched, copies of all communications which are despatched to the
Borrower’s shareholders or creditors or any class of them. 

  

	11.9	Consents. The Borrower will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Agent of, all consents required:


  

	(a)	for the Borrower to perform its obligations under any Finance Document to which it is a party; 

  

	(b)	for the validity or enforceability of any Finance Document to which it is a party; 

  

	(c)	for the Borrower to continue to own and operate the Ship; 

 and the Borrower will comply with the terms of all such consents. 
  

	11.10	Maintenance of Security Interests. The Borrower will: 

  

	(a)	at its own cost, do all that it reasonably can to ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create; and


  

	(b)	without limiting the generality of paragraph (a), at its own cost, promptly register, file, record or enrol any Finance Document with any court or authority in all Pertinent
Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document, give any notice or take any other step which, in the opinion of the Majority Lenders, is or has become necessary or
desirable for any Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates. 

  

	11.11	Notification of litigation. The Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, any Security Party, the Approved
Manager or the Ship, the Earnings or the Insurances as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered
material in the context of any Finance Document. 

  

	11.12	No amendment to MOA. The Borrower will not agree to any amendment or supplement to, or waive or fail to enforce, the MOA to which it is a party or any of its provisions.


  

	11.13	Principal place of business. The Borrower will maintain its place of business, and keep its corporate documents and records, at the address stated in Clause 28.2(a); and the
Borrower will not establish, or do anything as a result of which it would be deemed to have, a place of business in any country other than the Marshall Islands. 

  

 25 









	11.14	Confirmation of no default. The Borrower will, within 2 Business Days after service by the Agent of a written request, serve on the Agent a notice which is signed by the sole
director of the Borrower and which: 

  

	(a)	states that no Event of Default or Potential Event of Default has occurred; or 

  

	(b)	states that no Event of Default or Potential Event of Default has occurred, except for a specified event or matter, of which all material details are given.


  

	11.15	Notification of default. The Borrower will notify the Agent as soon as it becomes aware of: 

  

	(a)	the occurrence of an Event of Default or a Potential Event of Default; or 

  

	(b)	any matter which indicates that an Event of Default or a Potential Event of Default may have occurred; 

 and will keep the Agent fully up-to-date with all developments. 
  

	11.16	Provision of further information. The Borrower will, as soon as practicable after receiving the request, provide the Agent with any additional financial or other information
relating: 

  

	(a)	to the Borrower, the Ship, the Earnings or the Insurances; or 

  

	(b)	to any other matter relevant to, or to any provision of, a Finance Document; 

 which may be requested by the Agent, the Security Trustee or any Lender at any time. 
  

	11.17	Provision of copies and translation of documents. The Borrower will supply the Agent with a sufficient number of copies of the documents referred to above to provide 1 copy
for each Creditor Party; and if the Agent so requires in respect of any of those documents, the Borrower will provide a certified English translation prepared by a translator approved by the Agent. 

  

	11.18	Provision of “know your customer” information. The Borrower will, as soon as practicable after receiving a request from the Agent, provide the Agent with any
information required by any Creditor Party in relation to its “know your customer” regulations. 

  

	11.19	Purchase of other assets. The Borrower shall not purchase any other assets other than the Ship. 

  

	11.20	Approved Charter. The Borrower shall provide the Agent with certified true copy of the Approved Charter, duly executed by the Borrower and the Approved Charterer, within 30
days from the date of this Agreement. 

  

	12	CORPORATE UNDERTAKINGS 

  

	12.1	General. The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 12 at all times during the Security Period except as the
Agent may, with the authorisation of the Majority Lenders, otherwise permit. 

  

	12.2	Maintenance of status. The Borrower will maintain its separate corporate existence and remain in good standing under the laws of the Marshall Islands.


  

	123	Negative undertakings. The Borrower will not: 

  

	(a)	carry on any business other than the ownership, chartering and operation of the Ship; or 

  


 26 









	(b)	pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if an Event of Default has occurred and is continuing
at the relevant time or resulting from the payment of a dividend or the making of any other form of distribution; or 

  

	(c)	provide any form of credit or financial assistance to: 

  

	 	(i)	a person who is directly or indirectly interested in the Borrower’s share or loan capital; or 

  

	 	(ii)	any company in or with which such a person is directly or indirectly interested or connected; 

 or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to the Borrower than those
which it could obtain in a bargain made at arms’ length; 
  

	(d)	open or maintain any account with any bank or financial institution except accounts with the Agent and the Security Trustee for the purposes of the Finance Documents;


  

	(e)	issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; 

  

	(f)	enter into any transaction in a derivative other than Transactions pursuant to the Master Agreement; and 

  

	(g)	enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation. 

  

	13	INSURANCE 

  

	13.1	General. The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 13 at all times during the Security Period except as the
Agent may, with the authorisation of the Majority Lenders, otherwise permit. 

  

	13.2	Maintenance of obligatory insurances. The Borrower shall keep the Ship insured at its expense against: 

  

	(a)	fire and usual marine risks (including hull and machinery and excess risks); 

  

	(b)	war risks; 

  

	(c)	protection and indemnity risks; and 

  

	(d)	any other risks against which the Security Trustee considers, having regard to practices and other circumstances prevailing at the relevant time, it would in the opinion of the
Security Trustee be reasonable for the Borrower to insure and which are specified by the Security Trustee by notice to the Borrower. 

  

	13.3	Terms of obligatory insurances. The Borrower shall effect such insurances: 

  

	(a)	in Dollars; 

  

	(b)	in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis at least the greater of (i) the market value of the Ship and (ii) an amount
which is equal to 125 per cent, of the Loan and the Swap Exposure; 

  

 27 









	(c)	in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry
and in the international marine insurance market; 

  

	(d)	in relation to protection and indemnity risks in respect of the full tonnage of the Ship; 

  

	(e)	on approved terms; and 

  

	(f)	through approved brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and
protection and indemnity risks associations. 

  

	13.4	Further protections for the Creditor Parties. In addition to the terms set out in Clause 13.3, the Borrower shall procure that the obligatory insurances shall:


  

	(a)	whenever the Security Trustee requires, name (or be amended to name) the Security Trustee as additional named assured for its rights and interests, warranted no operational interest
and with full waiver of rights of subrogation against the Security Trustee, but without the Security Trustee thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;


  

	(b)	name the Security Trustee as loss payee with such directions for payment as the Security Trustee may specify; 

  

	(c)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Trustee shall be made without set-off, counterclaim or deductions or
condition whatsoever; 

  

	(d)	provide that the insurers shall waive, to the fullest extent permitted by English law, their entitlement (if any) (whether by statute, common law, equity, or otherwise) to be
subrogated to the rights and remedies of the Security Trustee in respect of any rights or interests (secured or not) held by or available to the Security Trustee in respect of the Secured Liabilities, until the Secured Liabilities shall have been
fully repaid and discharged, except that the insurers shall not be restricted by the terms of this paragraph (d) from making personal claims against persons (other than the Borrower or any Creditor Party) in circumstances where the insurers
have fully discharged their liabilities and obligations under the relevant obligatory insurances; 

  

	(e)	provide that such obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Trustee or any other Creditor
Party; 

  

	(f)	provide that the Security Trustee may make proof of loss if the Borrower fails to do so; and 

  

	(g)	provide that if any obligatory insurance is cancelled, or if any substantial change is made in the coverage which adversely affects the interest of the Security Trustee, or if any
obligatory insurance is allowed to lapse for non-payment of premium, such cancellation, charge or lapse shall not be effective with respect to the Security Trustee for 30 days (or 7 days in the case of war risks) after receipt by the Security
Trustee of prior written notice from the insurers of such cancellation, change or lapse. 

  

	13.5	Renewal of obligatory insurances. The Borrower shall: 

  

	(a)	at least 21 days before the expiry of any obligatory insurance effected by it: 

  

	 	(i)	notify the Security Trustee of the brokers (or other insurers) and any protection and indemnity or war risks association through or with whom the Borrower proposes to renew that
obligatory insurance and of the proposed terms of renewal; and 

  

 28 









	 	(ii)	obtain the Security Trustee’s approval to the matters referred to in paragraph (i); 

  

	(b)	at least 14 days before the expiry of any obligatory insurance effected by it, renew that obligatory insurance in accordance with the Security Trustee’s approval pursuant to
paragraph (a); and 

  

	(c)	procure that the approved brokers and/or the war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the
Security Trustee in writing of the terms and conditions of the renewal. 

  

	13.6	Copies of policies; letters of undertaking. The Borrower shall ensure that all approved brokers provide the Security Trustee with pro forma copies of all policies relating to
the obligatory insurances which they are to effect or renew and of a letter or letters or undertaking in a form required by the Security Trustee and including undertakings by the approved brokers that: 

  

	(a)	they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 13.4;


  

	(b)	they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee in accordance with the said loss payable clause; 

  

	(c)	they will advise the Security Trustee immediately of any material change to the terms of the obligatory insurances; 

  

	(d)	they will notify the Security Trustee, not less than 14 days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions
from the Borrower or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Security Trustee of the terms of the instructions; and 

  

	(e)	they will not set off against any sum recoverable in respect of a claim relating to the Ship under such obligatory insurances any premiums or other amounts due to them or any other
person whether in respect of the Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts, and they will not cancel such obligatory insurances by
reason of non-payment of such premiums or other amounts, and will arrange for a separate policy to be issued in respect of the Ship forthwith upon being so requested by the Security Trustee. 

  

	13.7	Copies of certificates of entry. The Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Ship is entered provides the Security
Trustee with: 

  

	(a)	a certified copy of the certificate of entry for the Ship; 

  

	(b)	a letter or letters of undertaking in such form as may be required by the Security Trustee; 

  

	(c)	where required to be issued under the terms of insurance/indemnity provided by the Borrower’s protection and indemnity association, a certified copy of each United States of
America voyage quarterly declaration (or other similar document or documents) made by the Borrower in relation to the Ship in accordance with the requirements of such protection and indemnity association; and 

  

 29 









	(d)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in
relation to the Borrower. 

  

	13.8	Deposit of original policies. The Borrower shall ensure that all policies relating to obligatory insurances effected by it are deposited with the approved brokers through
which the insurances are effected or renewed. 

  

	13.9	Payment of premiums. The Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant
receipts when so required by the Security Trustee. 

  

	13.10	Guarantees. The Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and
effect. 

  

	13.11	Compliance with terms of insurances. The Borrower shall not do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any
obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in particular: 

  

	(a)	the Borrower shall take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the
obligation contained in Clause 13.7(c)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Security Trustee has not given its prior approval; 

  

	(b)	the Borrower shall not make any changes relating to the classification or classification society or manager or operator of the Ship approved by the underwriters of the obligatory
insurances; 

  

	(c)	the Borrower shall not make (and promptly supply copies to the Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks
association in which the Ship is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and


  

	(d)	the Borrower shall not employ the Ship, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining
the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify. 

  

	13.12	Alteration to terms of insurances. The Borrower shall neither make or agree to any alteration to the terms of any obligatory insurance nor waive any right relating to any
obligatory insurance. 

  

	13.13	Settlement of claims. The Borrower shall not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and shall do all
things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances. 

  

	13.14	Provision of copies of communications. The Borrower shall not provide the Security Trustee, at the time of each such communication, copies of all written communications
between the Borrower and; 

  

	(a)	the approved brokers; and 

  

	(b)	the approved protection and indemnity and/or war risks associations; and 

  

 30 









	(c)	the approved insurance companies and/or underwriters, which relate directly or indirectly to: 

  

	 	(i)	the Borrower’s obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and


  

	 	(ii)	any credit arrangements made between the Borrower and any of the persons referred to in paragraphs (a) or (b) relating wholly or partly to the effecting or maintenance of
the obligatory insurances. 

  

	13.15	Provision of information. In addition, the Borrower shall promptly provide the Security Trustee (or any persons which it may designate) with any information which the
Security Trustee (or any such designated person) requests for the purpose of: 

  

	(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or


  

	(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 13.16 or dealing with or considering any matters relating to any such insurances;


 and the Borrower shall, forthwith upon demand, indemnify the Security Trustee in respect of all fees and other expenses
incurred by or for the account of the Security Trustee in connection with any such report as is referred to in paragraph (a). 
  

	13.16	Mortgagee’s interest and additional perils (pollution) insurances. The Security Trustee shall be entitled from time to time to effect, maintain and renew a
mortgagee’s marine insurance in respect of the Ship and a mortgagee’s interest additional perils (pollution) insurance in respect of the Ship, each in such amounts, on such terms, through such insurers and generally in such manner as the
Security Trustee may from time to time consider appropriate and the Borrower shall upon demand fully indemnify the Security Trustee in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting,
maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance. 

  

	13.17	Review of insurance requirements. The Majority Lenders shall be entitled to review the requirements of this Clause 13 from time to time in order to take account of any
changes in circumstances after the date of this Agreement which are, in the opinion of the Majority Lenders, significant and capable of affecting the Borrower or the Ship and its insurance (including, without limitation, changes in the availability
or the cost of insurance coverage or the risks to which the Borrower may be subject), and may appoint insurance consultants in relation to this review at the cost of the Borrower. 

  

	13.18	Modification of insurance requirements. The Security Trustee shall notify the Borrower of any proposed modification under Clause 13.17 to the requirements of this Clause 13
which the Majority Lenders consider appropriate in the circumstances, and such modification shall take effect on and from the date it is notified in writing to the Borrower as an amendment to this Clause 13 and shall bind the Borrower accordingly.


  

	13.19	Compliance with mortgagee’s instructions. The Security Trustee shall be entitled (without prejudice to or limitation of any other rights which it may have or acquire
under any Finance Document) to require the Ship to remain at any safe port or to proceed to and remain at any safe port designated by the Security Trustee until the Borrower implements any amendments to the terms of the obligatory insurances and any
operational changes required as a result of a notice served under Clause 13.18. 

  

 31 









	14	SHIP COVENANTS 

  

	14.1	General. The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 14 at all times during the Security Period except as the
Agent, with the authorisation of the Majority Lenders, may otherwise permit (which permission shall not be unreasonably withheld in the case of the matters referred to at Clauses 14.12(b) and 14.14). 

  

	14.2	Ship’s name and registration. The Borrower shall keep the Ship registered in its name as a Maltese ship shall not do or allow to be done anything as a result of which
such registration might be cancelled or imperilled; and shall not change the name or port of registry of the Ship. 

  

	14.3	Repair and classification. The Borrower shall keep the Ship in a good and safe condition and state of repair: 

  

	(a)	consistent with first-class ship ownership and management practice; 

  

	(b)	so as to maintain the highest class applicable to vessels of the same type, age and specifications as the Ship at Lloyd’s Register (or such other first class classification
society which is a member of IACS acceptable to the Agent) free of recommendations and conditions; and 

  

	(c)	so as to comply with all laws and regulations applicable to vessels registered at ports where the Ship is registered or to vessels trading to any jurisdiction to which the Ship may
trade from time to time, including but not limited to the ISM Code and the ISPS Code. 

  

	14.4	Modification. The Borrower shall not make any modification or repairs to, or replacement of, the Ship or equipment installed on it which would or might materially alter the
structure, type or performance characteristics of the Ship or materially reduce its value. 

  

	14.5	Removal of parts. The Borrower shall not remove any material part of the Ship, or any item of equipment installed on, the Ship unless the part or item so removed is forthwith
replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Security Trustee and becomes on
installation on the Ship the property of the Borrower and subject to the security constituted by the relevant Mortgage and the Deed of Covenant (if relevant) Provided that the Borrower may install equipment owned by a third party if the
equipment can be removed without any risk of damage to the Ship. 

  

	14.6	Surveys. The Borrower shall submit the Ship regularly to all periodical or other surveys which may be required for classification purposes and, if so required by the Security
Trustee provide the Security Trustee, with copies of all survey reports. 

  

	14.7	Inspection. The Borrower shall permit the Security Trustee (by surveyors or other persons appointed by it for that purpose) to board the Ship at all reasonable times to
inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections. 

  

	14.8	Prevention of and release from arrest. The Borrower shall promptly discharge: 

  

	(a)	all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Ship, the Earnings or the Insurances; 

  

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	(b)	all taxes, dues and other amounts charged in respect of the Ship, the Earnings or the Insurances; and 

  

	(c)	all other outgoings whatsoever in respect of the Ship, the Earnings or the Insurances; 

 and, forthwith upon receiving notice of the arrest of the Ship, or of its detention in exercise or purported exercise of any lien or claim, the Borrower shall procure its release by providing bail or otherwise as the
circumstances may require. 
  

	14.9	Compliance with laws etc. The Borrower shall: 

  

	(a)	comply, or procure compliance with the ISM Code, all Environmental Laws, the ISPS Code and all other laws or regulations relating to the Ship, its ownership, operation and
management or to the business of the Borrower; 

  

	(b)	not employ the Ship nor allow its employment in any manner contrary to any law or regulation in any relevant jurisdiction including but not limited to the ISM Code and the ISPS
Code; and 

  

	(c)	in the event of hostilities in any part of the world (whether war is declared or not), not cause or permit the Ship to enter or trade to any zone which is declared a war zone by any
government or by the Ship’s war risks insurers unless the prior written consent of the Security Trustee has been given and the Borrower has (at its expense) effected any special, additional or modified insurance cover which the Security Trustee
may require. 

  

	14.10	Provision of information. The Borrower shall promptly provide the Security Trustee with any information which it requests regarding: 

  

	(a)	the Ship, its employment, position and engagements; 

  

	(b)	the Earnings and payments and amounts due to the master and crew of the Ship; 

  

	(c)	any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of the Ship and any payments made in respect of the Ship;


  

	(d)	any towages and salvages; 

  

	(e)	its compliance, the Approved Manager’s compliance and the compliance of the Ship with the ISM Code and the ISPS Code; 

 and, upon the Security Trustee’s request, provide copies of any current charter relating to the Ship, of any current charter guarantee and copies of
the Ship’s Document of Compliance, Safety Management Certificate and ISSC. 
  

	14.11	Notification of certain events. The Borrower shall immediately notify the Security Trustee by fax, confirmed forthwith by letter, of: 

  

	(a)	any casualty which is or is likely to be or to become a Major Casualty; 

  

	(b)	any occurrence as a result of which the Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss; 

  

	(c)	any requirement or recommendation made by any insurer or classification society or by any competent authority which is not immediately complied with; 

  

	(d)	any arrest or detention of the Ship, any exercise or purported exercise of any lien on the Ship or its Earnings or any requisition of the Ship for hire; 

  

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	(e)	any intended dry docking of the Ship; 

  

	(f)	any Environmental Claim made against the Borrower or in connection with the Ship, or any Environmental Incident; 

  

	(g)	any claim for breach of the ISM Code or of the ISPS Code being made against the Borrower, the Approved Manager or otherwise in connection with the Ship; or 


 

	(h)	any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with; 


 

	  	and the Borrower shall keep the Security Trustee advised in writing on a regular basis and in such detail as the Security Trustee shall require of the Borrower’s, the Approved
Manager’s or any other person’s response to any of those events or matters. 

  

	14.12	Restrictions on chartering, appointment of managers etc. The Borrower shall not, in relation to the Ship: 

  

	(a)	(save under the Approved Charter) let the Ship on demise charter for any period; 

  

	(b)	(save under the Approved Charter) enter into any time or consecutive voyage charter in respect of the Ship for a term which exceeds, or which by virtue of any optional extensions
may exceed, 13 months; 

  

	(c)	enter into any charter in relation to the Ship under which more than 2 months’ hire (or the equivalent) is payable in advance; 

  

	(d)	charter the Ship otherwise than on bona fide arm’s length terms at the time when the Ship is fixed; 

  

	(e)	appoint a manager of the Ship other than the Approved Manager or agree to any alteration to the terms of the Approved Manager’s appointment; 

  

	(f)	de-activate or lay up the Ship; or 

  

	(g)	put the Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other
currency) unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on the Ship or its Earnings for the cost of such work or for any other reason.


  

	14.13	Notice of Mortgage. The Borrower shall keep the relevant Mortgage registered against the Ship as a valid first priority mortgage, carry on board the Ship a
certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the Master’s cabin of the Ship a framed printed notice stating that the Ship is mortgaged by the Borrower to the Security Trustee.


  

	14.14	Sharing of Earnings. The Borrower shall not enter into any agreement or arrangement for the sharing of any Earnings. 

  

	15	SECURITY COVER 

  

	15.1	Minimum required security cover. Clause 15.2 applies if the Agent notifies the Borrower that: 

  

	(a)	the Market Value (determined as provided in Clause 15.3) of the Ship; plus 

  

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	(b)	the net realisable value of any additional security previously provided under this Clause 15; 

  

	  	is below 125 per cent. of the aggregate of the Loan. 

  

	15.2	Provision of additional security; prepayment. If the Agent serves a notice on the Borrower under Clause 15.1, the Borrower shall, within 1 month after the date on which the
Agent’s notice is served, either: 

  

	(a)	provide, or ensure that a third party provides, additional security which, in the opinion of the Majority Lenders, has a net realisable value at least equal to the shortfall and is
documented in such terms as the Agent may, with the authorisation of the Majority Lenders, approve or require; or 

  

	(b)	prepay such part (at least) of the Loan as will eliminate the shortfall. 

  

	15.3	Valuation of Ship. The Market Value of the Ship at any date is that shown by the average of two valuations each prepared: 

  

	(a)	as at a date not more than 30 days previously; 

  

	(b)	an Approved Broker; 

  

	(c)	with or without physical inspection of the Ship (as the Agent may require); 

  

	(d)	on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer; 

  

	(e)	with or without charter or other contract of employment at the option of the Lender; and 

  

	(f)	after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale. 

  

	15.4	Value of additional vessel security. The net realisable value of any additional security which is provided under Clause 15.2 and which consists of a Security Interest over a
vessel shall be that shown by a valuation complying with the requirements of Clause 15.3. 

  

	15.5	Valuations binding. Any valuation under Clause 15.2, 15.3 or 15.4 shall be binding and conclusive as regards the Borrower, as shall be any valuation which the Majority
Lenders make of any additional security which does not consist of or include a Security Interest. 

  

	15.6	Provision of information. The Borrower shall promptly provide the Agent and any Approved Broker or expert acting under Clause 15.3 or 15.4 with any information which the
Agent or that Approved Broker may request for the purposes of the valuation; and, if the Borrower fails to provide the information by the date specified in the request, the valuation may be made on any basis and assumptions which the Approved Broker
or the Majority Lenders (or the expert appointed by them) consider prudent. 

  

	15.7	Payment of valuation expenses. Without prejudice to the generality of the Borrower’s obligations under Clauses 20.2, 20.3 and 21.3, the Borrower shall, within 21 days of
the Agent’s written demand, pay the Agent the amount of the fees and expenses of each Approved Broker instructed by the Agent under this Clause and all legal and other expenses incurred by any Creditor Party in connection with any matter
arising out of this Clause provided that prior to an Event of Default the Borrower shall only be liable to reimburse the Agent for two such valuations per calendar year and provided further that such valuations show that the Borrower complies with
the terms of Clause 15.1. 

  

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	15.8	Application of prepayment. Clause 8 shall apply in relation to any prepayment pursuant to Clause 5.2(b). 

  

	16	PAYMENTS AND CALCULATIONS 

  

	16.1	Currency and method of payments. All payments to be made by the Lenders or by the Borrower under a Finance Document shall be made to the Agent or to the Security Trustee, in
the case of an amount payable to it: 

  

	(a)	by not later than 11.00 a.m. (New York City time) on the due date; 

  

	(b)	in same day Dollar funds settled through the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the Agent shall
specify as being customary at the time for the settlement of international transactions of the type contemplated by this Agreement); 

  

	(c)	in the case of an amount payable by a Lender to the Agent or by the Borrower to the Agent or any Lender, to the account of the Agent at JP Morgan Chase Bank, New York City, NY,
U.S.A. (Swift Code: CHASUS33 Account No 001-1-337 268 with reference 2214/4629 m.v. “FLECHA” ), or to such other account with such other bank as the Agent may from time to time notify to the Borrower and the other Creditor Parties; and


  

	(d)	in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrower and the other Creditor Parties.


  

	16.2	Payment on non-Business Day. If any payment by the Borrower under a Finance Document would otherwise fall due on a day which is not a Business Day: 


 

	(a)	the due date shall be extended to the next succeeding Business Day; or 

  

	(b)	if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day; 

  

	  	and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date. 

  

	16.3	Basis for calculation of periodic payments. All interest and the commitment fee and any other payments under any Finance Document which are of an annual or periodic nature
shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year. 

  

	16.4	Distribution of payments to Creditor Parties. Subject to Clauses 16.5,16.6 and 16.7: 

  

	(a)	any amount received by the Agent under a Finance Document for distribution or remittance to a Lender or the Security Trustee shall be made available by the Agent to that Lender or,
as the case may be, the Security Trustee by payment, with funds having the same value as the funds received, to such account as the Lender or the Security Trustee may have notified to the Agent not less than 5 Business Days previously; and


  

	(b)	amounts to be applied in satisfying amounts of a particular category which are due to the Lenders generally shall be distributed by the Agent to each Lender pro rata to the amount
in that category which is due to it. 

  

	16.5	Permitted deductions by Agent. Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent may, before making an amount available to a
Lender, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender under any Finance Document or any sum which the Agent is then entitled under any Finance Document to require that Lender to pay on
demand. 

  

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	16.6	Agent only obliged to pay when monies received. Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent shall not be obliged to make
available to the Borrower or any Lender any sum which the Agent is expecting to receive for remittance or distribution to the Borrower or that Lender until the Agent has satisfied itself that it has received that sum. 

  

	16.7	Refund to Agent of monies not received. If and to the extent that the Agent makes available a sum to the Borrower or a Lender, without first having received that sum, the
Borrower or (as the case may be) the Lender concerned shall, within 21 days of the Agent’s written demand: 

  

	(a)	refund the sum in full to the Agent; and 

  

	(b)	pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding or other loss, liability or expense incurred by the Agent as a result of
making the sum available before receiving it. 

  

	16.8	Agent may assume receipt. Clause 16.7 shall not affect any claim which the Agent has under the law of restitution, and applies irrespective of whether the Agent had any form
of notice that it had not received the sum which it made available. 

  

	16.9	Creditor Party accounts. Each Creditor Party shall maintain accounts showing the amounts owing to it by the Borrower and each Security Party under the Finance Documents and
all payments in respect of those amounts made by the Borrower and any Security Party. 

  

	16.10	Agent’s memorandum account. The Agent shall maintain a memorandum account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security
Trustee and each Lender from the Borrower and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party. 

  

	16.11	Accounts prima facie evidence. If any accounts maintained under Clauses 16.9 and 16.10 show an amount to be owing by the Borrower or a Security Party to a Creditor Party,
those accounts shall be prima facie evidence that amount is owing to that Creditor Party. 

  

	17	APPLICATION OF RECEIPTS 

  

	17.1	Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any
Finance Document shall be applied: 

  

	(a)	FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: 

  

	 	(i)	first, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs
(ii) and (iii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance
Document); 

  

	 	(ii)	secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this
purpose, the expression “interest” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the
Swap Bank at the time of application or distribution under this Clause 17); and 

  

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	 	(iii)	thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of the Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date
applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); 

  

	(b)	SECONDLY: in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by notice to the Borrower, the Security Parties and
the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1 (a); and


  

	(c)	THIRDLY: any surplus shall be paid to the Borrower. 

  

	17.2	Variation of order of application. The Agent may, with the authorisation of the Majority Lenders, by notice to the Borrower, the Security Parties and the other Creditor
Parties provide for a different manner of application from that set out in Clause 17.1 either as regards a specified sum or sums or as regards sums in a specified category or categories. 

  

	17.3	Notice of variation of order of application. The Agent may give notices under Clause 17.2 from time to time; and such a notice may be stated to apply not only to sums which
may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served. 

  

	17.4	Appropriation rights overridden. This Clause 17 and any notice which the Agent gives under Clause 17.2 shall override any right of appropriation possessed, and any
appropriation made, by the Borrower or any Security Party. 

  

	18	APPLICATION OF EARNINGS 

  

	18.1	Payment of Earnings. The Borrower undertakes with each Creditor Party to ensure that, throughout the Security Period (and subject only to the provisions of the General
Assignment), all the Earnings of the Ship are paid to the Earnings Account. 

  

	18.2	Interest accrued on Earnings Account. Any current interest requires separate documentation. 

  

	18.3	Location of accounts. The Borrower shall promptly: 

  

	(a)	comply with any requirement of the Agent as to the location or re-location of the Earnings Account; 

  

	(b)	execute any documents which the Agent specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other
rights in relation to) the Earnings Account. 

  

	18.4	Debits for expenses etc. The Agent shall be entitled (but not obliged) from time to time to debit the Earnings Account without prior notice in order to discharge any amount
due and payable under Clause 20 or 21 to a Creditor Party or payment of which any Creditor Party has become entitled to demand under Clause 20 or 21. 

  

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	19	EVENTS OF DEFAULT 

  

	19.1	Events of Default. An Event of Default occurs if: 

  

	(a)	the Borrower or any Security Party fails to pay when due or (if so payable) on demand any sum payable under a Finance Document or under any document relating to a Finance Document;
or 

  

	(b)	any breach occurs of Clause 9.2, 11.2, 11.3, 12.2, 12.3 or 15.1; or 

  

	(c)	any breach by the Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraphs (a) or (b)) if, in the opinion of the
Majority Lenders, such default is capable of remedy, and such default continues unremedied 10 days after written notice from the Agent requesting action to remedy the same; or 

  

	(d)	(subject to any applicable grace period specified in the Finance Document) any breach by the Borrower or any Security Party occurs of any provision of a Finance Document (other than
a breach covered by paragraphs (a), (b) or (c)); or 

  

	(e)	any representation, warranty or statement made by, or by an officer of, the Borrower or a Security Party in a Finance Document or in a Drawdown Notice or any other notice or
document relating to a Finance Document is untrue or misleading when it is made; or 

  

	(f)	any of the following occurs in relation to any Financial Indebtedness of a Relevant Person: 

  

	 	(i)	any Financial Indebtedness of a Relevant Person is not paid when due or, if so payable, on demand; or 

  

	 	(ii)	any Financial Indebtedness of a Relevant Person becomes due and payable or capable of being declared due and payable prior to its stated maturity date as a consequence of any event
of default; or 

  

	 	(iii)	a lease, hire purchase agreement or charter creating any Financial Indebtedness of a Relevant Person is terminated by the lessor or owner or becomes capable of being terminated as a
consequence of any termination event; or 

  

	 	(iv)	any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or transaction,
relating to any Financial Indebtedness of a Relevant Person ceases to be available or becomes capable of being terminated as a result of any event of default, or cash cover is required, or becomes capable of being required, in respect of such a
facility as a result of any event of default; or 

  

	 	(v)	any Security Interest securing any Financial Indebtedness of a Relevant Person becomes enforceable; or 

  

	(g)	any of the following occurs in relation to a Relevant Person: 

  

	 	(i)	a Relevant Person becomes, in the opinion of the Majority Lenders, unable to pay its debts as they fall due; or 

  

	 	(ii)	any assets of a Relevant Person are subject to any form of execution, attachment, arrest, sequestration or distress in respect of a sum of, or sums aggregating, $500,000 or more or
the equivalent in another currency; or 

  

 39 









	 	(iii)	any administrative or other receiver is appointed over any asset of a Relevant Person; or 

  

	 	(iv)	a Relevant Person makes any formal declaration of bankruptcy or any formal statement to the effect that it is insolvent or likely to become insolvent, or a winding up or
administration order is made in relation to a Relevant Person, or the members or directors of a Relevant Person pass a resolution to the effect that it should be wound up, placed in administration or cease to carry on business, save that this
paragraph does not apply to a fully solvent winding up of a Relevant Person other than the Borrower or the Guarantor which is, or is to be, effected for the purposes of an amalgamation or reconstruction previously approved by the Majority Lenders
and effected not later than 3 months after the commencement of the winding up; or 

  

	 	(v)	a petition is presented in any Pertinent Jurisdiction for the winding up or administration, or the appointment of a provisional liquidator, of a Relevant Person unless the petition
is being contested in good faith and on substantial grounds and is dismissed or withdrawn within 30 days (or such longer period as the Agent may, in its sole and absolute discretion, agree or specify) of the presentation of the petition; or


  

	 	(vi)	a Relevant Person petitions a court, or presents any proposal for, any form of judicial or non-judicial suspension or deferral of payments, reorganisation of its debt (or certain of
its debt) or arrangement with all or a substantial proportion (by number or value) of its creditors or of any class of them (save for in the case of the Guarantor, non judicial suspension or deferral of payments, reorganization of its debt (or
substantial part of its debt) or arrangement which occurs in its ordinary course of its business and not as a result of the Guarantor’s inability to meet its obligations and/or liabilities) or any such suspension or deferral of payments,
reorganisation or arrangement is effected by court order, contract or otherwise; or 

  

	 	(vii)	any meeting of the members or directors of a Relevant Person is summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described
in paragraphs (iii), (iv), (v) or (vi); or 

  

	 	(viii)	in a Pertinent Jurisdiction other than England, any event occurs or any procedure is commenced which, in the opinion of the Majority Lenders, is similar to any of the foregoing; or


  

	(h)	the Borrower ceases or suspends carrying on its business or a part of its business which, in the opinion of the Majority Lenders, is material in the context of this Agreement; or


  

	(i)	it becomes unlawful in any Pertinent Jurisdiction or impossible: 

  

	 	(i)	for the Borrower or any Security Party to discharge any liability under a Finance Document or to comply with any other obligation which the Majority Lenders consider material under
a Finance Document; or 

  

	 	(ii)	for the Agent, the Security Trustee or the Lenders to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document; or


  

	(j)	any official consent necessary to enable the Borrower to own, operate or charter the Ship or to enable the Borrower or any Security Party to comply with any provision which the
Majority Lenders consider material of a Finance Document or the MOA is not granted, expires without being renewed, is revoked or becomes liable to revocation or any condition of such a consent is not fulfilled; or 

  

 40 









	(k)	any provision which the Majority Lenders consider material of a Finance Document proves to have been or becomes invalid or unenforceable, or a Security Interest created by a Finance
Document proves to have been or becomes invalid or unenforceable or such a Security Interest proves to have ranked after, or loses its priority to, another Security Interest or any other third party claim or interest; or 

  

	(l)	the security constituted by a Finance Document is in any way imperilled or in jeopardy; or 

  

	(m)	the Ship ceases to be managed by the Approved Manager on the terms of the management agreement applicable to it, unless prior to such cessation the Borrower has appointed a
substitute manager acceptable to the Lenders in all respects; or 

  

	(n)	if, without the prior consent of the Majority Lenders, Mr George Economou (either directly and/or through companies beneficially owned by members of the and/or trusts or foundations
of which Mr George Economou is a beneficiary) owns and controls less than 10 per cent. of the issued voting share capital of the Guarantor; or 

  

	(o)	any other event occurs or any other circumstances arise or develop including, without limitation: 

  

	 	(i)	a change in the financial position, state of affairs or prospects of the Borrower or the Guarantor; or 

  

	 	(ii)	any accident or other event involving the Ship or another vessel owned, chartered or operated by a Relevant Person; 

 in the light of which the Majority Lenders consider that there is a significant risk that the Borrower or the Guarantor are, or will later become, unable
to discharge its or his liabilities under the Finance Documents as they fall due. 
  

	(p)	the Approved Charter is terminated or becomes invalid or unenforceable or otherwise ceases to be in full force and effect for any reason prior to its stated termination date and the
Approved Charter is not replaced within 60 days by another charter having similar characteristics to the Approved Charter and the Approved Charterer, in a form and on terms acceptable to the Lender; or 

  

	(q)	an Event of Default (as defined in Section 14 of the Master Agreement) occurs; 

  

	(r)	the Master Agreement is terminated, cancelled, suspended, rescinded or revoked or otherwise ceases to remain in the full force and effect for any reason except with the consent of
the Majority Lenders; 

  

	19.2	Actions following an Event of Default. On, or at any time after, the occurrence of an Event of Default: 

  

	(a)	the Agent may, and if so instructed by the Majority Lenders, the Agent shall: 

  

	 	(i)	serve on the Borrower a notice stating that the Commitments and all other obligations of each Lender to the Borrower under this Agreement are terminated; and/or


  

	 	(ii)	serve on the Borrower a notice stating that the Loan, all accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and
payable on demand; and/or 

  

 41 









	 	(iii)	take any other action which, as a result of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any
Finance Document or any applicable law; and/or 

  

	(b)	the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of
the Event of Default or any notice served under paragraph (a) (i) or (ii), the Security Trustee, the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law. 

  

	19.3	Termination of Commitments. On the service of a notice under Clause 19.2(a)(i), the Commitments and all other obligations of each Lender to the Borrower under this Agreement
shall terminate. 

  

	19.4	Acceleration of Loan. On the service of a notice under Clause 19.2(a)(ii), the Loan, all accrued interest and all other amounts accrued or owing from the Borrower or any
Security Party under this Agreement and every other Finance Document shall become immediately due and payable or, as the case may be, payable on demand. 

  

	19.5	Multiple notices; action without notice. The Agent may serve notices under Clauses 19.2(a)(i) or (ii) simultaneously or on different dates and it and/or the Security
Trustee may take any action referred to in Clause 19.2 if no such notice is served or simultaneously with or at any time after the service of both or either of such notices. 

  

	19.6	Notification of Creditor Parties and Security Parties. The Agent shall send to each Lender, the Security Trustee and each Security Party a copy or the text of any notice
which the Agent serves on the Borrower under Clause 19.2; but the notice shall become effective when it is served on the Borrower, and no failure or delay by the Agent to send a copy or the text of the notice to any other person shall invalidate the
notice or provide the Borrower or any Security Party with any form of claim or defence. 

  

	19.7	Lender’s rights unimpaired. Nothing in this Clause shall be taken to impair or restrict the exercise of any right given to individual Lenders under a Finance Document or
the general law; and, in particular, this Clause is without prejudice to Clause 3.1. 

  

	19.8	Exclusion of Creditor Party liability. No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have any liability to the Borrower or a Security
Party; 

  

	(a)	for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to
enforce such a Security Interest; or 

  

	(b)	as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for
any reduction (however caused) in the value of such an asset; 

 except that this does not exempt a Creditor Party or a receiver
or manager from liability for losses shown to have been directly and mainly caused by the dishonesty or the wilful misconduct of such Creditor Party’s own officers and employees or (as the case may be) such receiver’s or manager’s own
partners or employees. 
  

	19.9	Relevant Persons. In this Clause 19 a “Relevant Person” means the Borrower or any other Security Party (except for the Approved Manager).


  

	19.10	Interpretation. In Clause 19.1(f) references to an event of default or a termination event include any event, howsoever described, which is similar to an event of default in
a facility agreement or a termination event in a finance lease; and in Clause 19.1(g) “petition” includes an application. 

  

 42 









	20	FEES AND EXPENSES 

  

	20.1	Arrangement, commitment, agency fees. The Borrower shall pay to the Agent: 

  

	(a)	an arrangement fee at the rate of 0.40 per cent. of the Total Commitment, on the date of this Agreement, Provided that if the Loan is prepaid pursuant to the provisions
of Clauses 8.8(c) or 8.8(d), the Agent shall refund to the Borrower on the date on which such pre-payment is made an amount equal to the lesser of (1) 50 per cent. of the total amount of the arrangement fee paid by the Borrower pursuant to
this Clause 20.1 and (2) $252,800; and 

  

	(b)	quarterly in arrears during the period from (and including) the date of this Agreement to the Drawdown Date, a commitment fee at the rate of 0.40 per cent. per annum on the
undrawn amount of the Loan, for distribution among the Lenders pro rata to their Commitments, Provided that if the Loan Agreement is signed more than 2 months after the date of the Mandated Lead Arranger’s commitment letter (dated
25 June 2008), the commitment fee will be calculated from 25 August 2008. 

  

	20.2	Costs of negotiation, preparation etc. The Borrower shall pay to the Agent within 21 days of the Agent’s written demand the amount of all expenses incurred by the Agent
or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document.


  

	20.3	Costs of variations, amendments, enforcement etc. The Borrower shall pay to the Agent, within 21 days of the Agent’s written demand, for the account of the Creditor
Party concerned the amount of all expenses incurred by a Creditor Party in connection with: 

  

	(a)	any amendment or supplement to a Finance Document, or any proposal for such an amendment to be made; 

  

	(b)	any consent or waiver by the Lenders, the Majority Lenders or the Creditor Party concerned under or in connection with a Finance Document, or any request for such a consent or
waiver; 

  

	(c)	the valuation of any security provided or offered under Clause 15 or any other matter relating to such security; or 

  

	(d)	any step taken by the Creditor Party concerned with a view to the protection, exercise or enforcement of any right or Security Interest created by a Finance Document or for any
similar purpose. 

 There shall be recoverable under paragraph (d) the full amount of all legal expenses, whether or not
such as would be allowed under rules of court or any taxation or other procedure carried out under such rules. 
  

	20.4	Documentary taxes. The Borrower shall promptly pay any tax payable on or by reference to any Finance Document, and shall, on the Agent’s demand, fully indemnify each
Creditor Party against any claims, expenses, liabilities and losses resulting from any failure or delay by the Borrower to pay such a tax. 

  

	20.5	Certification of amounts. A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party
under this Clause 20 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.


  

 43 









	21	INDEMNITIES 

  

	21.1	Indemnities regarding borrowing and repayment of Loan. The Borrower shall fully indemnify the Agent and each Lender on the Agent’s demand and the Security Trustee on its
demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by that Creditor Party, or which that Creditor Party reasonably and with due diligence estimates that it will incur, as a result of or in
connection with: 

  

	(a)	the Loan not being borrowed on the date specified in the Drawdown Notice for any reason other than a default by the Lender claiming the indemnity; 

  

	(b)	the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of an Interest Period or other relevant period; 

  

	(c)	any failure (for whatever reason) by the Borrower to make payment of any amount due under a Finance Document on the due date or, if so payable, on demand (after giving credit for
any default interest paid by the Borrower on the amount concerned under Clause 7); 

  

	(d)	the occurrence and/or continuance of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 19; 


and in respect of any tax (other than tax on its overall net income) for which a Creditor Party is liable in connection with any amount paid or payable
to that Creditor Party (whether for its own account or otherwise) under any Finance Document. 
  

	21.2	Breakage costs. Without limiting its generality, Clause 21.1 covers any claim, expense, liability or loss, including a loss of a prospective profit, incurred by a Lender:


  

	(a)	in liquidating or employing deposits from third parties acquired or arranged to fund or maintain all or any part of its Contribution and/or any overdue amount (or an aggregate
amount which includes its Contribution or any overdue amount); and 

  

	(b)	in terminating, or otherwise in connection with, any interest and/or currency swap or any other transaction entered into (whether with another legal entity or with another office or
department of the Lender concerned) to hedge any exposure arising under this Agreement or that part which the Lender concerned determines is fairly attributable to this Agreement of the amount of the liabilities, expenses or losses (including losses
of prospective profits) incurred by it in terminating, or otherwise in connection with, a number of transactions of which this Agreement is one. 

  

	21.3	Miscellaneous indemnities. The Borrower shall fully indemnify each Creditor Party severally on their respective demands in respect of all claims, expenses, liabilities and
losses which may be made or brought against or incurred by a Creditor Party, in any country, as a result of or in connection with: 

  

	(a)	any action taken, or omitted or neglected to be taken, under or in connection with any Finance Document by the Agent, the Security Trustee or any other Creditor Party or by any
receiver appointed under a Finance Document; or 

  

	(b)	any other Pertinent Matter; 

  

 44 








 other than claims, expenses, liabilities and losses which are shown to have been directly and mainly
caused by the dishonesty or wilful misconduct or negligence of the officers or employees of the Creditor Party concerned. 
 Without prejudice
to its generality, this Clause 21.3 covers any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code, the ISPS Code or any Environmental Law. 
  

	21.4	Currency indemnity. If any sum due from the Borrower or any Security Party to a Creditor Party under a Finance Document or under any order or judgment relating to a Finance
Document has to be converted from the currency in which the Finance Document provided for the sum to be paid (the “Contractual Currency”) into another currency (the “Payment Currency”) for the purpose
of: 

  

	(a)	making or lodging any claim or proof against the Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or 


 

	(b)	obtaining an order or judgment from any court or other tribunal; or 

  

	(c)	enforcing any such order or judgment; 

 the Borrower shall
indemnify the Creditor Party concerned against the loss arising when the amount of the payment actually received by that Creditor Party is converted at the available rate of exchange into the Contractual Currency. 
 In this Clause 21.4 the “available rate of exchange” means the rate at which the Creditor Party concerned is able at the opening of
business (London time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency. 
 This Clause 21.4 creates a separate liability of the Borrower which is distinct from their other liabilities under the Finance Documents and which shall not be merged in any judgment or order relating to those other liabilities. 

 

	21.5	Application of Master Agreement. For the avoidance of doubt, Clause 21.4 does not apply in respect of sums due from the Borrower to the Lenders under or in connection with
the Master Agreement as to which sums the provisions of Section 8 (Contractual Currency) of the Master Agreement shall apply. 

  

	21.6	Certification of amounts. A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party
under this Clause 21 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.


  

	21.7	Sums deemed due to a Lender. For the purposes of this Clause 21, a sum payable by the Borrower to the Agent or the Security Trustee for distribution to a Lender shall be
treated as a sum due to that Lender. 

  

	22	NO SET-OFF OR TAX DEDUCTION 

  

	22.1	No deductions. All amounts due from the Borrower under a Finance Document shall be paid: 

  

	(a)	without any form of set-off, cross-claim or condition; and 

  

 45 









	(b)	free and clear of any tax deduction except a tax deduction which the Borrower is required by law to make. 

  

	22.2	Grossing-up for taxes. If the Borrower is required by law to make a tax deduction from any payment: 

  

	(a)	The Borrower shall notify the Agent as soon as it becomes aware of the requirement; 

  

	(b)	The Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises; 

  

	(c)	the amount due in respect of the payment shall be increased by the amount necessary to ensure that each Creditor Party receives and retains (free from any liability relating to the
tax deduction) a net amount which, after the tax deduction, is equal to the full amount which it would otherwise have received. 

  

	22.3	Evidence of payment of taxes. Within 1 month after making any tax deduction, the Borrower concerned shall deliver to the Agent documentary evidence satisfactory to the Agent
that the tax had been paid to the appropriate taxation authority. 

  

	22.4	Exclusion of tax on overall net income. In this Clause 22 “tax deduction” means any deduction or withholding for or on account of any present or future tax
except tax on a Creditor Party’s overall net income. 

  

	22.5	Application of Master Agreement. For the avoidance of doubt, Clause 22 does not apply in respect of sums due from the Borrower to the Lenders under or in connection with the
Master Agreement as to which sums the provisions of Section 2(d) (Deduction or Withholding for Tax) of the Master Agreement shall apply. 

  

	23	ILLEGALITY, ETC 

  

	23.1	Illegality. This Clause 23 applies if a Lender (the “Notifying Lender”) notifies the Agent that it has become, or will with effect from a specified date,
become: 

  

	(a)	unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or
applied; or 

  

	(b)	contrary to, or inconsistent with, any regulation, 

 for
the Notifying Lender to maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement. 
  

	23.2	Notification of illegality. The Agent shall promptly notify the Borrower, the Security Parties, the Security Trustee and the other Lenders of the notice under Clause 23.1
which the Agent receives from the Notifying Lender. 

  

	23.3	Prepayment; termination of Commitment. On the Agent notifying the Borrower under Clause 23.2, the Notifying Lender’s Commitment shall terminate; and thereupon or, if
later, on the date specified in the Notifying Lender’s notice under Clause 23.1 as the date on which the notified event would become effective the Borrower shall prepay the Notifying Lender’s Contribution in accordance with Clause 8.


  

	23.4	Mitigation. If circumstances arise which would result in a notification under Clause 23.1 then, without in any way limiting the rights of the Notifying Lender under Clause
23.3, the Notifying Lender shall use reasonable endeavours to transfer its obligations, liabilities and rights under this Agreement and the Finance Documents to another office or financial institution not affected by the circumstances but the
Notifying Lender shall not be under any obligation to take any such action if, in its opinion, to do would or might: 

  

	(a)	have an adverse effect on its business, operations or financial condition; or 

  

 46 









	(b)	involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or 

  

	(c)	involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage. 

  

	24	INCREASED COSTS 

  

	24.1	Increased costs. This Clause 24 applies if a Lender (the “Notifying Lender”) notifies the Agent that the Notifying Lender considers that as a result of:


  

	(a)	the introduction or alteration after the date of this Agreement of a law or an alteration after the date of this Agreement in the manner in which a law is interpreted or applied
(disregarding any effect which relates to the application to payments under this Agreement of a tax on the Lender’s overall net income); or 

  

	(b)	complying with any regulation (including any which relates to capital adequacy or liquidity controls or which affects the manner in which the Notifying Lender allocates capital
resources to its obligations under this Agreement) which is introduced, or altered, or the interpretation or application of which is altered, after the date of this Agreement, 

 the Notifying Lender (or a parent company of it) has incurred or will incur an “increased cost”. 
  

	24.2	Meaning of “increased cost”. In this Clause 24, “increased cost” means, in relation to a Notifying Lender: 

  

	(a)	an additional or increased cost incurred as a result of, or in connection with, the Notifying Lender having entered into, or being a party to, this Agreement or a Transfer
Certificate, of funding or maintaining its Commitment or Contribution or performing its obligations under this Agreement, or of having outstanding all or any part of its Contribution or other unpaid sums; 

  

	(b)	a reduction in the amount of any payment to the Notifying Lender under this Agreement or in the effective return which such a payment represents to the Notifying Lender or on its
capital; 

  

	(c)	an additional or increased cost of funding all or maintaining all or any of the advances comprised in a class of advances formed by or including the Notifying Lender’s
Contribution or (as the case may require) the proportion of that cost attributable to the Contribution; or 

  

	(d)	a liability to make a payment, or a return foregone, which is calculated by reference to any amounts received or receivable by the Notifying Lender under this Agreement;


 but not an item attributable to a change in the rate of tax on the overall net income of the Notifying Lender (or a parent
company of it) or an item covered by the indemnity for tax in Clause 21.1 or by Clause 22 or an item arising directly out of the implementation by the applicable authorities having jurisdiction over the Notifying Lender of the matters set out in the
statement of the Basle Committee on Banking Regulations and Supervisory Practices dated July 1988 and entitled “International Convergence of Capital Measurement and Capital Standards”, to the extent and according to the timetable provided
for in the statement. 
  

 47 








 For the purposes of this Clause 24.2 the Notifying Lender may in good faith allocate or spread costs
and/or losses among its assets and liabilities (or any class of its assets and liabilities) on such basis as it considers appropriate. 
  

	24.3	Notification to Borrower of claim for increased costs. The Agent shall promptly notify the Borrower and the Security Parties of the notice which the Agent received from the
Notifying Lender under Clause 24.1. 

  

	24.4	Payment of increased costs. The Borrower shall pay to the Agent, on the Agent’s demand, for the account of the Notifying Lender the amounts which the Agent from time to
time notifies the Borrower that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased cost. 

  

	24.5	Notice of prepayment. If the Borrower is not willing to continue to compensate the Notifying Lender for the increased cost under Clause 24.4, the Borrower may give the Agent
not less than 14 days’ notice of their intention to prepay the Notifying Lender’s Contribution at the end of an Interest Period. 

  

	24.6	Prepayment; termination of Commitment. A notice under Clause 24.5 shall be irrevocable; the Agent shall promptly notify the Notifying Lender of the Borrower’s notice of
intended prepayment; and: 

  

	(a)	on the date on which the Agent serves that notice, the Commitment of the Notifying Lender shall be cancelled; and 

  

	(b)	on the date specified in its notice of intended prepayment, the Borrower shall prepay (without premium or penalty) the Notifying Lender’s Contribution, together with accrued
interest thereon at the applicable rate plus the applicable Margin. 

  

	24.7	Application of prepayment. Clause 8 shall apply in relation to the prepayment. 

  


	25	SET-OFF 

  

	25.1	Application of credit balances. Each Creditor Party may without prior notice: 

  

	(a)	apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Borrower at any office in any country of that Creditor Party in
or towards satisfaction of any sum then due from the Borrower to that Creditor Party under any of the Finance Documents; and 

  

	(b)	for that purpose: 

  

	 	(i)	break, or alter the maturity of, all or any part of a deposit of the Borrower; 

  

	 	(ii)	convert or translate all or any part of a deposit or other credit balance into Dollars; 

  

	 	(iii)	enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate. 

  

	25.2	Existing rights unaffected. No Creditor Party shall be obliged to exercise any of its rights under Clause 25.1; and those rights shall be without prejudice and in addition to
any right of set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document). 

  

	25.3	Sums deemed due to a Lender. For the purposes of this Clause 25, a sum payable by the Borrower to the Agent or the Security Trustee for distribution to, or for the account
of, a Lender shall be treated as a sum due to that Lender; and each Lender’s proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to such Lender. 

  

 48 









	25.4	No Security Interest. This Clause 25 gives the Creditor Parties a contractual right of set-off only, and does not create any equitable change or other Security Interest over
any credit balance of the Borrower. 

  

	26	TRANSFERS AND CHANGES IN LENDING OFFICES 

  

	26.1	Transfer by Borrower. No Borrower may, without the consent of the Agent, given on the instructions of all the Lenders transfer any of its rights, liabilities or obligations
under any Finance Document. 

  

	26.2	Transfer by a Lender. Subject to Clauses 2.5 and 26.4, a Lender (the “Transferor Lender”) may at any time, with the consent of the Agent (such consent not to
be unreasonably withheld), cause: 

  

	(a)	its rights in respect of all or part of its Contribution; or 

  

	(b)	its obligations in respect of all or part of its Commitment; or 

  

	(c)	a combination of (a) and (b); 

 to be (in the case of
its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution (a “Transferee Lender”) by delivering to the Agent a completed certificate in the form set out in Schedule 4 with any
modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender. 
 However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with the Agency and Trust Agreement. 
  

	26.3	Transfer Certificate, delivery and notification. As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to
believe that the Transfer Certificate may be defective): 

  

	(a)	sign the Transfer Certificate on behalf of itself, the Borrower, the Security Parties, the Security Trustee and each of the other Lenders; 

  

	(b)	on behalf of the Transferee Lender, send to the Borrower and each Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy of it;


  

	(c)	send to the Transferee Lender copies of the letters or faxes sent under paragraph (b) above. 

  

	26.4	Effective Date of Transfer Certificate. A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date, Provided
that it is signed by the Agent under Clause 26.3 on or before that date. 

  

	26.5	No transfer without Transfer Certificate. No assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation
to, the Borrower, any Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate. 

  

	26.6	 Lender re-organisation; waiver of Transfer Certificate. However, if a Lender enters into any merger, de-merger or other reorganisation as a result of which
all its rights or obligations vest in another person (the “successor”), the Agent may, if it sees fit, by 



  

 49 









	 	 
notice to the successor and the Borrower and the Security Trustee waive the need for the execution and delivery of a Transfer Certificate; and, upon service
of the Agent’s notice, the successor shall become a Lender with the same Commitment and Contribution as were held by the predecessor Lender. 


  

	26.7	Effect of Transfer Certificate. A Transfer Certificate takes effect in accordance with English law as follows: 

  

	(a)	to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance
Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender’s title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender; 


 

	(b)	the Transferor Lender’s Commitment is discharged to the extent specified in the Transfer Certificate; 

  

	(c)	the Transferee Lender becomes a Lender with the Contribution previously held by the Transferor Lender and a Commitment of an amount specified in the Transfer Certificate;


  

	(d)	the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the
exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the
Transferor Lender ceases to be bound by them; 

  

	(e)	any part of the Loan which the Transferee Lender advances after the Transfer Certificate’s effective date ranks in point of priority and security in the same way as it would
have ranked had it been advanced by the transferor, assuming that any defects in the transferor’s title and any rights or equities of the Borrower or any Security Party against the Transferor Lender had not existed; 

  

	(f)	the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those relating to
the Majority Lenders and those under Clause 5.8 and Clause 20, and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and 

  

	(g)	in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document,
the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount.


 The rights and equities of the Borrower or any Security Party referred to above include, but are not limited to, any right of
set off and any other kind of cross-claim. 
  

	26.8	Maintenance of register of Lenders. During the Security Period the Agent shall maintain a register in which it shall record the name, Commitment, Contribution and
administrative details (including the lending office) from time to time of each Lender holding a Transfer Certificate and the effective date (in accordance with Clause 26.4) of the Transfer Certificate; and the Agent shall make the register
available for inspection by any Lender, the Security Trustee and the Borrower during normal banking hours, subject to receiving at least 3 Business Days prior notice. 

  

	26.9	 Reliance on register of Lenders. The entries on that register shall, in the absence of manifest error, be conclusive in determining the identities of the
Lenders and the amounts 



  

 50 









	 	 
of their Commitments and Contributions and the effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to the
Finance Documents for all purposes relating to the Finance Documents. 


  

	26.10	Authorisation of Agent to sign Transfer Certificates. The Borrower, the Security Trustee and each Lender irrevocably authorise the Agent to sign Transfer Certificates on its
behalf. 

  

	26.11	Registration fee. In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration fee of $2,000 from the Transferor Lender or (at the
Agent’s option) the Transferee Lender. 

  

	26.12	Sub-participation; subrogation assignment. A Lender may sub-participate all or any part of its rights and/or obligations under or in connection with the Finance Documents
without the consent of, or any notice to, the Borrower, any Security Party, the Agent or the Security Trustee; and the Lenders may assign, in any manner and terms agreed by the Majority Lenders, the Agent and the Security Trustee, all or any part of
those rights to an insurer or surety who has become subrogated to them. 

  

	26.13	Disclosure of information. A Lender may disclose to a potential Transferee Lender or sub-participant any information which the Lender has received in relation to the
Borrower, any Security Party or their affairs under or in connection with any Finance Document, unless the information is clearly of a confidential nature. 

  

	26.14	Change of lending office. A Lender may change its lending office by giving notice to the Agent and the change shall become effective on the later of:


  

	(a)	the date on which the Agent receives the notice; and 

  

	(b)	the date, if any, specified in the notice as the date on which the change will come into effect. 

  

	26.15	Notification. On receiving such a notice, the Agent shall notify the Borrower and the Security Trustee; and, until the Agent receives such a notice, it shall be entitled to
assume that a Lender is acting through the lending office of which the Agent last had notice. 

  

	26.16	Replacement of Reference Bank. If any Reference Bank ceases to be a Lender or is unable on a continuing basis to supply quotations for the purposes of Clause 5 then, unless
the Borrower, the Agent and the Majority Lenders otherwise agree, the Agent, acting on the instructions of the Majority Lenders, and after consulting the Borrower, shall appoint another bank (whether or not a Lender) to be a replacement Reference
Bank; and, when that appointment comes into effect, the first-mentioned Reference Bank’s appointment shall cease to be effective. 

  

	27	VARIATIONS AND WAIVERS 

  

	27.1	Variations, waivers etc. by Majority Lenders. Subject to Clause 27.2, a document shall be effective to vary, waive, suspend or limit any provision of a Finance Document, or
any Creditor Party’s rights or remedies under such a provision or the general law, only if the document is signed, or specifically agreed to by fax or telex, by the Borrower, by the Agent on behalf of the Majority Lenders, by the Agent and the
Security Trustee in their own rights, and, if the document relates to a Finance Document to which a Security Party is party, by that Security Party. 

  

	27.2	Variations, waivers etc. requiring agreement of all Lenders. However, as regards the following, Clause 27.1 applies as if the words “by the Agent on behalf of the
Majority Lenders” were replaced by the words “by or on behalf of every Lender”: 

  

	(a)	a change in the Margin or in the definition of LIBOR; 

  

 51 









	(b)	a change to the date for, the amount of, any payment of principal, interest, fees, or other sum payable under this Agreement; 

  

	(c)	a change to any Lender’s Commitment; 

  

	(d)	an extension of Availability Period; 

  

	(e)	a change to the definition of “Majority Lenders” or “Finance Documents”; 

  

	(f)	a change to the preamble or to Clause 2, 3, 4, 5.1, 17, 18 or 30; 

  

	(g)	a change to this Clause 27; 

  

	(h)	any release of, or material variation to, a Security Interest, guarantee, indemnity or subordination arrangement set out in a Finance Document; and 

  

	(i)	any other change or matter as regards which this Agreement or another Finance Document expressly provides that each Lender’s consent is required. 

  

	27.3	Exclusion of other or implied variations. Except for a document which satisfies the requirements of Clauses 27.1 and 27.2, no document, and no act, course of conduct, failure
or neglect to act, delay or acquiescence on the part of the Creditor Parties or any of them (or any person acting on behalf of any of them) shall result in the Creditor Parties or any of them (or any person acting on behalf of any of them) being
taken to have varied, waived, suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying on or exercising: 

  

	(a)	a provision of this Agreement or another Finance Document; or 

  

	(b)	an Event of Default; or 

  

	(c)	a breach by the Borrower or a Security Party of an obligation under a Finance Document or the general law; or 

  

	(d)	any right or remedy conferred by any Finance Document or by the general law; 

 and there shall not be implied into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised, within a certain or reasonable time. 
  

	28	NOTICES 

  

	28.1	General. Unless otherwise specifically provided, any notice under or in connection with any Finance Document shall be given by letter, fax or telex; and references in the
Finance Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly. 

  

	28.2	Addresses for communications. A notice shall be sent: 

  

					
	(a)	    	to the Borrower:	  	 c/o Dryships Inc.
 80 Kifissias Avenue
 Maroussi 15125
 Athens

			
		    		  	Fax No: +30 210 809 0575

  

 52 









					
			
	(b)	    	to a Lender:	    	 At the address below its name in Schedule 1 or (as
 the
case may require) in the relevant Transfer
 Certificate.

			
	(c)	    	to the Swap Bank:	    	 Norddeutsche Landesbank Girozentrale
 Ship and Aircraft
Finance Department
 Friedrichswall 10
 30159 Hannover

Germany

			
		    		    	Fax No: +49 511 361 4785
			
	(d)	    	to each of the Bookrunner, the Underwriter, the Lead Mandated Arranger, the Agent And the Security Trustee:	    	 Norddeutsche Landesbank Girozentrale
 Ship and Aircraft
Finance Department
 Friedrichswall 10
 30159 Hannover

Germany

			
		    		    	Fax No: +49 511 361 4785

 or to such other address as the relevant party may notify the Agent or, if the relevant party is
the Agent or the Security Trustee, the Borrower, the Lenders and the Security Parties. 
  

	28.3	Effective date of notices. Subject to Clauses 28.4 and 28.5: 

  

	(a)	a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered; 

  

	(b)	a notice which is sent by telex or fax shall be deemed to be served, and shall take effect, 2 hours after its transmission is completed. 

  

	28.4	Service outside business hours. However, if under Clause 28.3 a notice would be deemed to be served: 

  

	(a)	on a day which is not a business day in the place of receipt; or 

  

	(b)	on such a business day, but after 5 p.m. local time; 

 the
notice shall (subject to Clause 28.5) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day. 
  

	28.5	Illegible notices. Clauses 28.3 and 28.4 do not apply if the recipient of a notice notifies the sender within 1 hour after the time at which the notice would otherwise be
deemed to be served that the notice has been received in a form which is illegible in a material respect. 

  

	28.6	Valid notices. A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the
requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if: 

  

	(a)	the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss
or prejudice; or 

  

 53 









	(b)	in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should
have been. 

  

	28.7	English language. Any notice under or in connection with a Finance Document shall be in English. 

  

	28.8	Meaning of “notice”. In this Clause 28, “notice” includes any demand, consent, authorisation, approval, instruction, waiver or other communication.


  

	29	SUPPLEMENTAL 

  

	29.1	Rights cumulative, non-exclusive. The rights and remedies which the Finance Documents give to each Creditor Party are: 

  

	(a)	cumulative; 

  

	(b)	may be exercised as often as appears expedient; and 

  

	(c)	shall not, unless a Finance Document explicitly and specifically states so, be taken to exclude or limit any right or remedy conferred by any law. 

  

	29.2	Severability of provisions. If any provision of a Finance Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity,
enforceability or legality of the other provisions of that Finance Document or of the provisions of any other Finance Document. 

  

	29.3	Counterparts. A Finance Document may be executed in any number of counterparts. 

  


	29.4	Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of
any term of this Agreement. 

  

	30	LAW AND JURISDICTION 

  

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

  

	30.2	Exclusive English jurisdiction. Subject to Clause 30.3, the courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection
with this Agreement. 

  

	30.3	Choice of forum for the exclusive benefit of the Creditor Parties. Clause 30.2 is for the exclusive benefit of the Creditor Parties, each of which reserves the right:


  

	(a)	to commence proceedings in relation to any matter which arises out of or in connection with this Agreement in the courts of any country other than England and which have or claim
jurisdiction to that matter; and 

  

	(b)	to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.


 Neither Borrower shall commence any proceedings in any country other than England in relation to a matter which arises out of
or in connection with this Agreement. 
  

	30.4	Process agent. The Borrower irrevocably appoints Ince Process Agents Ltd. at its registered office for the time being, presently at International House, 1 St Katherine’s


  

 54 








 Way, London E1N 1UN, London, United Kingdom, to act as its agent to receive and accept on its behalf any
process or other document relating to any proceedings in the English courts which are connected with this Agreement. 
  

	30.5	Creditor Party rights unaffected. Nothing in this Clause 30 shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an
international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction. 

  

	30.6	Meaning of “proceedings”. In this Clause 30, “proceedings” means proceedings of any kind, including an application for a provisional or protective
measure. 

 THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement. 
  

 55 








 EXECUTION PAGES 
  

							
	BORROWER	 		    		  	
				
	SIGNED by	 	)	    	

	  	
	Eugenia Papapontikon	 	)	    	  	
	for and on behalf of	 	)	    	  	
	CRETAN TRADERS INC.	 	)	    	  	
				
	LENDERS	 		    		  	
				
	SIGNED by	 	)	    	

	  	
	Evaggelia Hatziefstratial	 	)	    	  	
	for and on behalf of	 	)	    	  	
	NORDDEUTSCHE LANDESBANK	 	)	    	  	
	GIROZENTRALE	 	)	    	  	
				
	SWAP BANK	 		    		  	
				
	SIGNED by	 	)	    	

	  	
	Evaggelia Hatziefstratial	 	)	    	  	
	for and on behalf of	 	)	    	  	
	NORDDEUTSCHE LANDESBANK	 	)	    	  	
	GIROZENTRALE	 	)	    	  	
				
	AGENT	 		    		  	
				
	SIGNED by	 	)	    	

	  	
	Evaggelia Hatziefstratial	 	)	    	  	
	for and on behalf of	 	)	    	  	
	NORDDEUTSCHE LANDESBANK	 	)	    	  	
	GIROZENTRALE	 	)	    	  	
				
	SECURITY TRUSTEE	 		    		  	
				
	SIGNED by	 	)	    	

	  	
	Evaggelia Hatziefstratial	 	)	    	  	
	for and on behalf of	 	)	    	  	
	NORDDEUTSCHE LANDESBANK	 	)	    	  	
	GIROZENTRALE	 	)	    	  	

  

 65 









							
	UNDERWRITER	 		    		  	
				
	SIGNED by	 	)	    	

	  	
	Evaggelia Hatziefstratial	 	)	    	  	
	for and on behalf of	 	)	    	  	
	NORDDEUTSCHE LANDESBANK	 	)	    	  	
	GIROZENTRALE	 	)	    	  	
				
	MANDATED LEAD ARRANGER	 		    		  	
				
	SECURITY TRUSTEE	 		    		  	
				
	SIGNED by	 	)	    	

	  	
	Evaggelia Hatziefstratial	 	)	    	  	
	for and on behalf of	 	)	    	  	
	NORDDEUTSCHE LANDESBANK	 	)	    	  	
	GIROZENTRALE	 	)	    	  	
				
	BOOKRUNNER	 		    		  	
				
	SECURITY TRUSTEE	 		    		  	
				
	SIGNED by	 	)	    	

	  	
	Evaggelia Hatziefstratial	 	)	    	  	
	for and on behalf of	 	)	    	  	
	NORDDEUTSCHE LANDESBANK	 	)	    	  	
	GIROZENTRALE	 	)	    	  	
				
	Witness to all the	 	)	    	Joanna Davey	  	
	above signatures	 	)	    	  
				
	Name:	 		    		  	
	Address:	 		    		  	

 

 
  

 66