Exhibit
4.26


Private & ConfidentialLOAN AGREEMENT
              for
      a Loan
              of
      up to US$15,000,000
              to
              AEGEAN
      BUNKERING SERVICES INC.
              
              provided
      by
              PIRAEUS
      BANK A.E.










THIS AGREEMENT is
dated 8 July 2008 and made BETWEEN:




(1)
            AEGEAN BUNKERING SERVICES
      INC. as Borrower; and




(2)
            PIRAEUS BANK A.E.as
      Bank.




IT IS AGREED as
follows:




1
            Purpose
      and definitions




1.1
            Purpose




This
Agreement sets out the terms and conditions upon and subject to which the Bank
agrees to make available to the Borrower a loan of up to Fifteen million Dollars
($15,000,000) for the purpose of providing the Borrower with corporate
liquidity.




1.2
            Definitions




In this
Agreement, unless the context otherwise requires:


"Aegean
III" means the motor vessel Aegean III, a 1990-built,
2,972 dwt double-hull oil tanker,registered in the
ownership of the Aegean III Owner under the laws and flag of the relevant Flag
State under Official Number 11677;
  "Aegean III Owner" means Aegean
Ship III Maritime Company of 42 Hatzikyriakou Avenue, 185 38, Greece and
includes its successors in title;
  "Aegean
VIII" means the motor vessel Aegean VIII, a 1990-built,
2,972 dwt double-hull oil tanker, registered in the ownership of the Aegean VIII
Owner under the laws and flag of the relevant Flag State under Official Number
11708;
  "Aegean VIII Owner" means
Aegean Ship VIII Maritime Company of 42 Hatzikyriakou Avenue, 185 38, Greece and
includes its successors in title;
  "Aegean
XII" means the motor vessel Aegean XII(ex Kortsopon), a 1979-built,
3,680 dwt double-hull oil tanker,registered in the
ownership of the Aegean XII Owner under the laws and flag of the relevant Flag
State under Official Number
                           ;
  "Aegean XII Owner" means Aegean
Ship XII Maritime Company of 42 Hatzikyriakou Avenue, 185 38, Greece and
includes its successors in title;
  "AMPNI Guarantee" means the
corporate guarantee executed or (as the context may require) to be executed by
the AMPNI Guarantor in favour of the Bank in the form set out in schedule
4;
  "AMPNI Guarantor" means Aegean
Marine Petroleum Network Inc. of Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Island MH96960 and includes its successors in
title;
  "Applicable Accounting
Principles" means the most recent and up-to-date US GAAP at any relevant
time;
  "Assignee" has the meaning
ascribed thereto in clause 14.3;
  "Bank" means Piraeus Bank A.E.
whose registered office is at 4 Amerikis, 105 64 Athens, Greece acting for the
purposes of this Agreement through its branch at 47-49 Akti Miaouli, Piraeus 185
36, Greece (or of such other address as may last have been notified to the
Borrower pursuant to clause 14.6) and includes its successors in title,
Assignees and/or Transferees;
   1
  "Banking Day" means a day on
which dealings in deposits in Dollars are carried on in the London Interbank
Eurocurrency Market and (other than Saturday or Sunday) on which banks are open
for business in London, Piraeus and New York City (or any other relevant place
of payment under clause 6);
  "Borrowed Money" means
Indebtedness in respect of (i) money borrowed or raised and debit balances at
banks, (ii) any bond, note, loan stock, debenture or similar debt instrument,
(iii) acceptance or documentary credit facilities, (iv) receivables sold or
discounted (otherwise than on a non-recourse basis), (v) deferred payments for
assets or services acquired, (vi) finance leases and hire purchase contracts,
(vii) swaps, forward exchange contracts, futures and other derivatives, (viii)
any other transaction (including without limitation forward sale or purchase
agreements) having the commercial effect of a borrowing or raising of money or
of any of (ii) to (vii) above and (ix) guarantees in respect of Indebtedness of
any person falling within any of (i) to (viii) above;
  "Borrower" means Aegean
Bunkering Services Inc. of Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands MH96960 and includes its successors in
title;
  "Borrower's Security Documents"
means, at any relevant time, such of the Security Documents as shall have been
executed by the Borrower at such time;
  "Classification" means, in
relation to a Ship, the highest class available to a vessel of that Ship's type
with the relevant Classification Society or such other classification as the
Bank shall, at the request of the Owner of such Ship, has agreed in writing
shall be treated as the Classification in relation to such Owner's Ship for the
purposes of the relevant Ship Security Documents;
  "Classification Society" means,
in relation to a Ship, such classification society (being a member of the
International Association of Classification Societies ("IACS")) which the Bank
shall, at the request of an Owner, agree in writing shall be treated as the
Classification Society in relation to such Owner's Ship for the purposes of the
relevant Ship Security Documents;
  "Code" means the International
Management Code for the Safe Operation of Ships and for Pollution Prevention
constituted pursuant to Resolution A. 741 (18) of the International Maritime
Organisation and incorporated into the International Convention for the Safety
of Life at Sea 1974 (as amended) and includes any amendments or extensions
thereto and any regulation issued pursuant thereto;
  "Commitment" means the
aggregate amount which the Bank has agreed to lend to the Borrower under
clause 2.1 as reduced by any relevant term of
this Agreement:
  "Compulsory Acquisition" means,
in relation to a Ship, requisition for title or other compulsory acquisition,
requisition, appropriation, expropriation, deprivation, forfeiture or
confiscation for any reason of such Ship by any Government Entity or other
competent authority, whether de jure or de facto, but shall exclude requisition
for use or hire not involving requisition of title;
  "Corporate Guarantees" means,
together, the AMPNI Guarantee and the Owner's Guarantees and "Corporate Guarantee" means any
of them;
  "Corporate Guarantors" means,
together, the Owners and the AMPNI Guarantor and "Corporate Guarantor" means any
of them;
  "Default" means any Event of
Default or any event or circumstance which with the giving of notice or lapse of
time or the satisfaction of any other condition (or any combination thereof)
would constitute an Event of Default;
   2
  "Disbursement Acknowledgement"
means an acknowledgement and confirmation of disbursement executed by the
Borrower, the Owners and the AMPNI Guarantor in the form set out in
schedule 3;
  "DOC" means a document of
compliance issued to an Operator in accordance with rule 13 of the
Code;
  "Dollars" and "$" mean the lawful currency of
the United States of America and, in respect of all payments to be made under
any of the Security Documents, mean funds which are for same day settlement in
the New York Clearing House Interbank Payments System (or such other U.S. dollar
funds as may at the relevant time be customary for the settlement of
international banking transactions denominated in U.S. dollars);
  "Drawdown Date" means any date,
being a Banking Day falling not later than the Termination Date, on which the
Loan is, or is to be, made available;
  "Drawdown Notice" means a
notice substantially in the form of schedule 1;
  "Earnings" means, in relation
to a Ship, all moneys whatsoever from time to time due or payable to the Owner
owning such Ship during the Security Period arising out of the use or operation
of such Ship including (but without limiting the generality of the foregoing)
all freight, hire and passage moneys, income arising under pooling arrangements,
compensation payable to the Owner of such Ship in the event of the requisition
of such Ship for hire, remuneration for salvage and towage services, demurrage
and detention moneys and damages for breach (of payments for variation or
termination) of any charterparty or other contract for the employment of such
Ship;
  "Encumbrance" means any
mortgage, charge (whether fixed or floating), pledge, lien, hypothecation,
assignment, trust arrangement or security interest or other encumbrance of any
kind securing any obligation of any person or any type of preferential
arrangement (including without limitation title transfer and/or retention
arrangements) having a similar effect;
  "Environmental Affiliate" means
any agent or employee of any Security Party or any other Relevant Party or any
person having a contractual relationship with a Security Party or any other
Relevant Party in connection with any Relevant Ship or its operation or the
carriage of cargo and/or passengers thereon and/or the provision of goods and/or
services on or from such Relevant Ship;
  "Environmental Approval" means
any consent, authorisation, licence or approval of any governmental or public
body or authorities or courts applicable to any Relevant Ship or its operation
or the carriage of cargo and/or passengers thereon and/or the provision of goods
and/or services on or from such Relevant Ship required under any Environmental
Law;
  "Environmental Claim" means any
and all enforcement, clean-up, removal or other governmental or regulatory
actions or orders instituted or completed pursuant to any Environmental Law or
any Environmental Approval together with claims made by any third party relating
to damage, contribution, loss or injury, resulting from any actual or threatened
emission, spill, release or discharge of a Pollutant from any Relevant
Ship;
  "Environmental Laws" means all
national, international and state laws, rules, regulations, treaties and
conventions applicable to any Relevant Ship pertaining to the pollution or
protection of human health or the environment including, without limitation, the
carriage of Pollutants and actual or threatened emissions, spills, releases or
discharges of Pollutants;
  "Event of Default" means any of
the events or circumstances described in clause 10.1;
  "Flag State" means, in relation
to each Ship, the Hellenic Republic or such other state or territory designated
in writing by the Bank, at the request of an Owner, as being the "FlagState" of such Owner's
Ship for the purposes of the relevant Ship Security Documents;
   3
  "General Assignment" means, in
relation to each Ship, a general assignment executed or (as the context may
require) to be executed by the relevant Owner in favour of the Bank in the form
set out in schedule 7 and "General Assignments" means any
or all of them;
  "Government Entity" means and
includes (whether having a distinct legal personality or not) any national or
local government authority, board, commission, department, division, organ,
instrumentality, court or agency and any association, organisation or
institution of which any of the foregoing is a member or to whose jurisdiction
any of the foregoing is subject or in whose activities any of the foregoing is a
participant;
  "Group" means, together, the
AMPNI Guarantor and its Subsidiaries from time to time (which, for the avoidance
of doubt, shall include the Owners and the Borrower) and "member of the Group" shall be
construed accordingly;
  "Indebtedness" means any
obligation for the payment or repayment of money, whether as principal or as
surety and whether present or future, actual or contingent;
  "Insurances" means, in relation
to a Ship, all policies and contracts of insurance (which expression includes
all entries of such Ship in a protection and indemnity or war risks association)
which are from time to time during the Security Period in place or taken out or
entered into by or for the benefit of the Owner of such Ship (whether in the
sole name of such Owner, or in the joint names of such Owner and the Bank or
otherwise) in respect of such Ship and her Earnings or otherwise howsoever in
connection with such Ship and all benefits thereof (including claims of
whatsoever nature and return of premiums);
  "Interest Payment Date" means
the last day of an Interest Period;
  "Interest Period" means each
period for the calculation of interest in respect of the Loan ascertained in
accordance with clauses 3.2 and 3.3;
  "ISPS Code" means the
International Ship and Port Facility Security Code constituted pursuant to
resolution A.924(22) of the International Maritime Organization now set out in
Chapter XI-2 of the International Convention for the Safety of Life at Sea 1974
(as amended) as adopted by a Diplomatic conference of the International Maritime
Organisation on Maritime Security in December 2002 and includes any amendments
or extensions thereto and any regulation issued pursuant thereto;
  "ISSC" means, in relation to a
Ship, an International Ship Security Certificate issued in respect of such Ship
pursuant to the ISPS Code;
  "LIBOR" means, in relation to
any amount and for any period, the offered rate (if any) for deposits of Dollars
for such amount and for such period which is:
  (a)
              the
      rate for such period, appearing on page LIBOR01 of the Reuters screen at
      or about 11:00 a.m. on the Quotation Date for such period (or such other
      page as may replace such page on such service);
  or
  (b)
              if
      the relevant page is not displayed on the Reuters screen or the Reuters
      screen is not operating at the relevant time or if no such offered rate
      appears on the Reuters screen, the rate quoted by the Bank as the Bank's
      offered rate for deposits of Dollars in an amount approximately equal to
      the amount in relation to which LIBOR is to be determined for a period
      equivalent to such period to prime banks in the London Interbank Market at
      or about 11:00 a.m. on the Quotation Date for such
  period;
  "Loan" means the aggregate
principal amount owing to the Bank under this Agreement at any relevant
time;
  "Margin" means one point two
five per cent (1.25%) per annum;
   4
  "month" means a period
beginning in one calendar month and ending in the next calendar month on the day
numerically corresponding to the day of the calendar month on which it started,
provided that (a) if the period started on the last Banking Day in a
calendar month or if there is no such numerically corresponding day, it shall
end on the last Banking Day in such next calendar month and (b) if such
numerically corresponding day is not a Banking Day, the period shall end on the
next following Banking Day in the same calendar month but if there is no such
Banking Day it shall end on the preceding Banking Day and "months" and "monthly" shall be construed
accordingly;
  "Mortgage" means, in relation
to each Ship, the first preferred Greek mortgage over that Ship executed or (as
the context may require) to be executed by the relevant Owner in favour of the
Bank in the form set out in schedule 6, and "Mortgages" means any or all of
them;
  "Mortgaged Ship" means, at any
relevant time, any Ship which is at such time subject to a Mortgage and/or the
Earnings, Insurances and Requisition Compensation of which are subject to an
Encumbrance pursuant to the relevant Ship Security Documents and a Ship shall
for the purposes of this Agreement be deemed to be a Mortgaged Ship as from the
date that the Mortgage of that Ship shall have been executed and registered in
accordance with this Agreement until whichever shall be the earlier of (i) the
payment in full of the amount required by the Bank to be paid pursuant to clause
4.3 following the sale or Total Loss of such Ship and (ii) the date on which all
moneys owing under the Security Documents have been repaid in full;
  "Operating Account" means, in
relation to each Owner and its Ship, a Dollar account of that Owner opened or
(as the context may require) to be opened with the Bank and includes any
sub-accounts thereof and any other account designated in writing by the Bank to
be an Operating Account for that Owner and its Ship and "Operating Accounts" means any
or all of them;
  "Operating Account Pledge"
means, in relation to each Operating Account, a first priority account pledge
over (inter alia) that Operating Account, executed or (as the context may
require) to be executed by the relevant Owner and the Bank, in such form as the
Bank may require in its sole discretion and "Operating Account Pledges"
means any or all of them;
  "Operator" means any person who
is from time to time during the Security Period concerned in the operation of a
Ship and falls within the definition of "Company" set out in rule 1.1.2 of the
Code;
  "Owner" means:
  (a)
              in
      relation to Aegean
      III, the Aegean III Owner;
  (b)
              in
      relation to Aegean
      VIII, the Aegean VIII Owner;
or
  (c)
              in
      relation to Aegean
      XII, the Aegean XII Owner,
  and
"Owners" means any or
all of them;
  "Owner's Guarantee" means, in
relation to each Owner, the guarantee executed or (as the context may require)
to be executed by that Owner in favour of the Bank in the form set out in
schedule 5 and "Owner's
Guarantees" means all of them;
  "Permitted Encumbrance" means
any Encumbrance in favour of the Bank created pursuant to the Security Documents
and Permitted Liens;
  "Permitted Liens" means, in
relation to a Ship, any lien on such Ship for master's, officer's or crew's
wages outstanding in the ordinary course of trading, any lien for salvage, and
any ship repairer's or outfitter's possessory lien for a sum not (except with
the prior written consent of the Bank) exceeding the Casualty Amount (as defined
in the Ship Security Documents for such Ship) for such Ship;
   5
  "Pollutant" means and includes
pollutants, contaminants, toxic substances, oil as defined in the United States
Oil Pollution Act of 1990 and all hazardous substances as defined in the United
States Comprehensive Environmental Response, Compensation and Liability Act
1980;
  "Quotation Date" means, in
relation to any period for which LIBOR is to be determined under this Agreement,
the day falling two (2) Banking Day before the first day of such period, unless
market practice differs in the London Interbank Market, in which case the
Quotation Date will be determined by the Bank in accordance with market practice
in the London Interbank Market;
  "Registry" means, in relation
to a Ship, such registrar, commissioner or representative of the relevant Flag
State who is duly authorised and empowered to register such Ship, the relevant
Owner's title to such Ship and the relevant Mortgage under the laws and flag of
the relevant Flag State;
  "Related Company" of a person
means any Subsidiary of such person, any company or other entity of which such
person is a Subsidiary and any Subsidiary of any such company or
entity;
  "Relevant Jurisdiction" means
any jurisdiction in which or where any Security Party is incorporated, resident,
domiciled, has a permanent establishment, carries on, or has a place of business
or is otherwise effectively connected;
  "Relevant Party" means the
Borrower, each of the Owners, any other Security Party and each member of the
Group from time to time;
  "Relevant Ship" means the Ships
and any other vessel from time to time (whether before or after the date of this
Agreement) owned, managed or crewed by, or chartered to, any Relevant
Party;
  "Repayment Date" means each of
the dates falling at three (3) monthly intervals after the Drawdown Date up to
and including the date falling sixty (60) months after the Drawdown Date and
"Repayment Dates" means
any or all of them;
  "Requisition Compensation"
means, in relation to a Ship, all sums of money or other compensation from time
to time payable during the Security Period by reason of the Compulsory
Acquisition of such Ship;
  "Security Documents" means this
Agreement, the Corporate Guarantees, the Mortgages, the General Assignments, the
Operating Account Pledges and any other documents as may have been or shall from
time to time after the date of this Agreement be executed to guarantee and/or
secure all or any part of any moneys from time to time owing by the Borrower to
the Bank pursuant to this Agreement, interest thereon and other moneys from time
to time owing by the Borrower or any other Security Party pursuant to this
Agreement and/or any other Security Document (whether or not any such document
also secures moneys from time to time owing pursuant to any other document or
agreement);
  "Security Party" means the
Borrower, each Owner, the AMPNI Guarantor or any other person who may at any
time be a party to any of the Security Documents (other than the
Bank);
  "Security Period" means the
period commencing on the date of this Agreement and terminating upon discharge
of the security created by the Security Documents by payment of all moneys
payable thereunder;
   6
  "Security Requirement" means
the amount in Dollars (as certified by the Bank whose certificate shall, in the
absence of manifest error, be conclusive and binding on the Borrower) which is,
at any relevant time, One hundred and twenty five per cent (125%) of the Loan at
such time;
  "Security Value" means the
amount in Dollars (as certified by the Bank whose certificate shall, in the
absence of manifest error, be conclusive and binding on the Borrower) which is,
at any relevant time, the aggregate of (a) the market value of the Mortgaged
Ships as most recently determined in accordance with clause 8.2.2 and (b) market value of any additional security
for the time being actually provided to the Bank pursuant to
clause 8.2;
  "Ship" means:
  (a)
              in
      relation to the Aegean III Owner, Aegean
    III;
  (b)
              in
      relation to the Aegean VIII Owner, Aegean VIII;
      or
  (c)
              in
      relation to the Aegean XII Owner, Aegean
    XII,
  and
"Ships" means any or all
of them;
  "Ship Security Documents"
means, in relation to a Ship, the Mortgage and the General Assignment in respect
of such Ship;
  "SMC" means, in relation to a
Ship, a safety management certificate issued in respect of such Ship in
accordance with rule 13 of the Code;
  "Subsidiary" of a person means
any company or entity directly or indirectly controlled by such person, and for
this purpose "control"
means either the ownership of more than fifty per cent (50%) of the voting share
capital (or equivalent rights of ownership) of such company or entity or the
power to direct its policies and management, whether by contract or
otherwise;
  "Taxes" includes all present
and future taxes, levies, imposts, duties, fees or charges of whatever nature
together with interest thereon and penalties in respect thereof and "Taxation" shall be construed
accordingly;
  "Termination Date" means 31
July 2008 or such other later date as the Bank may in its sole discretion
agree;
  "Total Loss" in relation to a
Ship means:
  (a)
              the
      actual, constructive, compromised or arranged total loss of such Ship;
      or
  (b)
              the
      Compulsory Acquisition of such Ship;
or
  (c)
              the
      hijacking, theft, condemnation, capture, seizure, arrest, detention or
      confiscation of such Ship (other than where the same amounts to the
      Compulsory Acquisition of such Ship) by any Government Entity, or by
      persons acting or purporting to act on behalf of any Government Entity,
      unless such Ship be released and restored to the relevant Owner from such
      hijacking, theft, condemnation, capture, seizure, arrest, detention or
      confiscation within thirty (30) days after the occurrence thereof;
      and
  "Transferee" has the meaning
given to it in clause 14.4.
   7
  1.3
              Headings
  Clause headings
and the table of contents are inserted for convenience of reference only and
shall be ignored in the interpretation of this Agreement.
  1.4
              Construction
      of certain terms
  In this
Agreement, unless the context otherwise requires:
  1.4.1
              references
      to clauses and schedules are to be construed as references to
      clauses of, and schedules to, this Agreement and references to
      this Agreement include its
schedules;
  1.4.2
              references
      to (or to any specified provision of) this Agreement or any other document
      shall be construed as references to this Agreement, that provision or that
      document as in force for the time being and as amended in accordance with
      the terms thereof, or, as the case may be, with the agreement of the
      relevant parties;
  1.4.3
              references
      to a "regulation"
      include any present or future regulation, rule, directive, requirement,
      request or guideline (whether or not having the force of law) of any
      agency, authority, central bank or government department or any
      self-regulatory or other national or supra-national
    authority;
  1.4.4
              words
      importing the plural shall include the singular and vice
      versa;
  1.4.5
              references
      to a time of day are to London
time;
  1.4.6
              references
      to a person shall be construed as references to an individual, firm,
      company, corporation, unincorporated body of persons or any Government
      Entity;
  1.4.7
              references
      to a "guarantee"
      include references to an indemnity or other assurance against financial
      loss including, without limitation, an obligation to purchase assets or
      services as a consequence of a default by any other person to pay any
      Indebtedness and "guaranteed" shall be
      construed accordingly; and
  1.4.8
              references
      to any enactment shall be deemed to include references to such enactment
      as re-enacted, amended or extended.
  2
              The
      Commitment and the Loan
  2.1
              Agreement
      to lend
  Upon
and subject to the terms of this Agreement, the Bank, relying upon each of the
representations and warranties in clause 7,
agrees to make available to the Borrower, the principal sum of up to Fifteen
million Dollars ($15,000,000) in a single drawdown, upon and subject to the
terms of this Agreement.
  2.2
              Drawdown
  Subject
to the terms and conditions of this Agreement, the Loan shall be made available
to the Borrower following receipt by the Bank from the Borrower of a Drawdown
Notice not later than 10:00 a.m. on the second Banking Day before the date on
which the Borrower proposes the Loan is made, which shall be a Banking Day
falling not later than the Termination Date.  A Drawdown Notice shall
be effective on actual receipt by the Bank and once given shall, subject as
provided in clause 3.6.1, be
irrevocable.
   8
  2.3
              Amount
  The
aggregate amount of the Loan shall not exceed the lower of (a) $15,000,000 and
(b) the amount in Dollars which is equal to 85% of the aggregate market value of
the Ships as shown in the valuations provided to the Bank under clause 9.1 and
schedule 2.
  2.4
              Availability
  Upon
receipt of a Drawdown Notice complying with the terms of this Agreement, the
Bank shall make the Loan available to the Borrower on the Drawdown Date in
accordance with clause 6.2.
  2.5
              Termination
      of Commitment
  Any
part of the Commitment which remains undrawn and uncancelled by the Termination
Date shall thereupon be automatically cancelled.
  2.6
              Application
      of proceeds
  Without
prejudice to the Borrower's obligations under clause 8.1.3, the Bank shall not have any responsibility for
the application of the proceeds of the Loan or any part thereof by the
Borrower.
  3
              Interest
  3.1
              Normal
      interest rate
  The
Borrower shall pay interest on the Loan in respect of each Interest Period
relating thereto on each Interest Payment Date (or, in the case of Interest
Periods of more than three (3) months, by instalments, the first such instalment
payable three (3) months from the commencement of the Interest Period and the
subsequent instalments payable at intervals of three (3) months or, if shorter,
the period from the date of the preceding instalment until the Interest Payment
Date relative to such period) at the rate per annum determined by the Bank to be
the aggregate of (a) the Margin and (b) LIBOR for such Interest
Period.
  3.2
              Selection
      of Interest Periods
  The
Borrower may by notice received by the Bank not later than 10:00 a.m. on the
second Banking Day before the beginning of each Interest Period specify whether
such Interest Period shall have a duration of one (1), three (3) months, six (6)
months or nine (9) months or such other period (shorter than twelve (12) months)
which the Bank determines (in its absolute discretion) is available in the
London Interbank Market as the Borrower may select and the Bank may
agree.
  3.3
              Determination
      of Interest Periods
  Every
Interest Period shall be of the duration specified by the Borrower pursuant to
clause 3.2  but so that:
  3.3.1
              the
      initial Interest Period in respect of the Loan shall commence on the
      Drawdown Date and each subsequent Interest Period shall commence on the
      last day of the previous Interest
Period;
  3.3.2
              if
      any Interest Period would otherwise overrun a Repayment Date, in the case
      of the last Repayment Date, such Interest Period shall end on such
      Repayment Date, and, in the case of any other Repayment Date or Repayment
      Dates, the Loan shall be divided into parts so that there is one part in
      the amount of the repayment instalment due on each Repayment Date falling
      during that Interest Period and having an Interest Period ending on the
      relevant Repayment Date and another part in the amount of the balance of
      the Loan having an Interest Period ascertained in accordance with
      clause 3.2 and the other provisions of this clause 3.3;
      and
   9
  3.3.3
              if
      the Borrower fails to specify the duration of an Interest Period in
      accordance with the provisions of clause 3.2 and this clause 3.3
      such Interest Period shall have a duration of three (3) months or such
      other period as shall comply with this
  clause 3.3.
  3.4
              Default
      interest
  If the
Borrower fails to pay any sum (including, without limitation, any sum payable
pursuant to this clause 3.4) on its due date for payment under any of the
Security Documents, the Borrower shall pay interest on such sum on demand from
the due date up to the date of actual payment (as well after as before judgment)
at a rate determined by the Bank pursuant to this clause 3.4.  The period beginning on such due date
and ending on such date of payment shall be divided into successive periods of
not more than six (6) months as selected by the Bank, each of which (other than
the first, which shall commence on such due date) shall commence on the last day
of the preceding such period.  The rate of interest applicable to each
such period shall be the aggregate (as determined by the Bank) of (a) two per
cent (2%) per annum, (b) the Margin and (c) LIBOR for such
period.  Default interest shall be due and payable on the last day of
each such period as determined by the Bank pursuant to this clause 3.4 or, if earlier, on the date on which the sum in
respect of which such default interest is accruing shall actually be
paid.  If, for the reasons specified in clause 3.6.1, the Bank is unable to determine a rate in
accordance with the foregoing provisions of this clause 3.4, interest on any sum not paid on its due date for
payment shall be calculated at a rate determined by the Bank to be two per cent
(2%) per annum above the aggregate of the Margin and the cost of funds to the
Bank.
  3.5
              Notification
      of interest rate
  The
Bank shall notify the Borrower promptly of each rate of interest (or, as the
case may be default interest) determined by it under this
clause 3.
  3.6
              Market
      disruption; non-availability
  3.6.1
              If
      and whenever, at any time prior to the commencement of any Interest
      Period:
  (a)
              the
      Bank shall have determined (which determination shall, in the absence of
      manifest error, be conclusive) that adequate and fair means do not exist
      for ascertaining LIBOR during such Interest Period or that LIBOR does not
      accurately reflect the cost to the Bank of obtaining such deposits;
      or
  (b)
              that
      deposits in Dollars are not available to the Bank in the London Interbank
      Market in the ordinary course of business in sufficient amounts to fund
      the Loan for such Interest Period;
  the
Bank shall forthwith give notice (a "Determination Notice") thereof
to the Borrower.  A Determination Notice shall contain particulars of
the relevant circumstances giving rise to its issue.  After the giving
of any Determination Notice the undrawn and uncancelled amount of the Commitment
shall not be borrowed until notice to the contrary is given to the Borrower by
the Bank.
  3.6.2
              During
      the period of ten (10) days after any Determination Notice has been given
      by the Bank under clause 3.6.1, the Bank shall certify an alternative
      basis (the "Alternative
      Basis") for funding the Commitment or maintaining the
      Loan.  The Alternative Basis may, at the Bank's sole unfettered
      discretion include (without limitation) alternative interest periods,
      alternative currencies or alternative rates of interest but shall include
      a margin above the cost of funds to the Bank equivalent to the
      Margin.  The Alternative Basis so certified shall be binding
      upon the Borrower and shall take effect in accordance with its terms from
      the date specified in the Determination Notice until such time as the Bank
      notifies the Borrower that none of the circumstances specified in
      clause 3.6.1 continues to exist whereupon the normal interest rate
      fixing provisions of this Agreement shall
apply.
   10
  4
              Repayment
      and prepayment
  4.1
              Repayment
  The
Borrower shall repay the Loan by twenty (20) repayment instalments, one such
instalment to be repaid on each of the Repayment Dates.  Subject to
provisions of this Agreement, the amount of each of the first to nineteenth
instalments (inclusive) shall be Five hundred thousand Dollars ($500,000) and
the amount of the twentieth and final instalment shall be Five million five
hundred thousand Dollars ($5,500,000) (comprising a repayment instalment of Five
hundred thousand Dollars ($500,000) and a balloon payment of Five million
Dollars ($5,000,000)).  If the Commitment is not drawn down in full,
the amount of each repayment instalment (including the balloon payment) shall be
reduced proportionately.
  4.2
              Voluntary
      prepayment
  The
Borrower may prepay the Loan in whole or part (being Two hundred thousand
Dollars ($200,000) or any larger sum which is an integral multiple of Two
hundred thousand Dollars ($200,000)) on any Interest Payment Date relating to
the part of the Loan to be repaid without premium or penalty.
  4.3
              Prepayment
      on Total Loss or sale
  4.3.1
              Before
      first drawdown
  On a
Ship becoming a Total Loss (or suffering damage or being involved in an incident
which, in the opinion of the Bank, may result in such Ship subsequently being
determined to be a Total Loss), before the Loan is drawn down, the obligation of
the Bank to advance the Loan (or any part thereof) shall immediately cease and
the Commitment shall be reduced to zero.
  4.3.2
              After
      first drawdown
  On the
Disposal Reduction Date for a Mortgaged Ship (and in the case of sale of a
Mortgaged Ship, on or immediately prior to the completion of such sale), the
Borrower shall prepay:
  (a)
              if
      a Default shall have occurred, such part of the Loan as the Bank may
      thereupon require to be prepaid;
and
  (b)
              if
      no Default shall have occurred, such part of the Loan as is equal to the
      Relevant Amount.
  4.3.3
              Defined
      terms
  For the
purposes of this clause 4.3:
  (a)
              "Applicable Fraction"
      means, in relation to a Mortgaged Ship, a fraction having a numerator of
      an amount equal to the market value of such Mortgaged Ship (as most
      recently determined in accordance with clause 8.2.2) and a denominator of
      an amount equal to the market values of all Mortgaged Ships (as most
      recently determined in accordance with clause 8.2.2), in each case as at
      the Disposal Reduction Date of such Mortgaged
  Ship;
   11
  (b)
              "Disposal Reduction Date"
    means:
  (i)
              in
      relation to a Mortgaged Ship which has become a Total Loss, its Total Loss
      Reduction Date; and
  (ii)
              in
      relation to a Mortgaged Ship which is sold in accordance with the
      provisions of the relevant Ship Security Documents, the date of completion
      of such sale by the transfer of title to such Mortgaged Ship to the
      purchaser in exchange for payment of the relevant purchase
      price;
  (c)
              "Total Loss Reduction Date" means,
      in relation to a Mortgaged Ship which has become a Total Loss, the earlier
      of:
  (i)
              the
      date falling one hundred and twenty (120) days after that on which such
      Mortgaged Ship became a Total Loss;
and
  (ii)
              the
      date upon which the insurance proceeds are, or Requisition Compensation
      (as defined in the relevant Ship Security Documents) is, received by the
      relevant Owner (or the Bank pursuant to the relevant Ship Security
      Documents); and
  (d)
              "Relevant Amount" means,
      in relation to a Mortgaged Ship which has become a Total Loss or is sold,
      the amount in Dollars which is equal to the Applicable Fraction of the
      Loan outstanding as of the Disposal Reduction Date for such relevant
      Mortgaged Ship.
  4.3.4
              For
      the purpose of this Agreement, a Total Loss in respect of a Ship shall be
      deemed to have occurred:
  (a)
              in
      the case of an actual total loss of a Ship, on the actual date and at the
      time such Ship was lost or, if such date is not known, on the date on
      which such Ship was last reported;
  (b)
              in
      the case of a constructive total loss of a Ship, upon the date and at the
      time notice of abandonment of such Ship is given to the insurers of such
      Ship for the time being;
  (c)
              in
      the case of a compromised or arranged total loss of a Ship, on the date
      upon which a binding agreement as to such compromised or arranged total
      loss has been entered into by the insurers of such
  Ship;
  (d)
              in
      the case of Compulsory Acquisition of a Ship, on the date upon which the
      relevant requisition of title or other compulsory acquisition of such Ship
      occurs; and
  (e)
              in
      the case of hijacking, theft, condemnation, capture, seizure, arrest,
      detention or confiscation of a Ship (other than where the same amounts to
      Compulsory Acquisition of such Ship) by any Government Entity, or by
      persons purporting to act on behalf of any Government Entity, which
      deprives the relevant Owner of the use of such Ship for more than thirty
      (30) days, upon the expiry of the period of thirty (30) days after the
      date upon which the relevant hijacking, theft, condemnation, capture,
      seizure, arrest, detention or confiscation
  occurred.
  4.4
              Amounts
      payable on prepayment
  Any
prepayment of all or part of the Loan under this Agreement shall be made
together with (a) accrued interest on the amount to be prepaid to the date
of such prepayment, (b) any additional amount payable under
clauses 6.6 or 12.2 and (c) all other sums payable by the Borrower to
the Bank under this Agreement or any of the other Security Documents including,
without limitation, any amounts payable under clause 11.
   12
  4.5
              Notice
      of prepayment; reduction of repayment
  instalments
  4.5.1
              No
      prepayment may be effected under clause 4.2 unless the Borrower shall
      have given the Bank at least fifteen (15) days' notice in writing of its
      intention to make such prepayment.
  4.5.2
              Every
      notice of prepayment shall be effective only on actual receipt by the
      Bank, shall be irrevocable, shall specify the amount to be prepaid and
      shall oblige the Borrower to make such prepayment on the date
      specified.
  4.5.3
              Any
      amount prepaid pursuant to clauses 4.2, 4.3 or 8.2.1(a) shall be
      applied in reduction of the repayment instalments under clause 4.1
      (including the balloon payment)
proportionately.
  4.5.4
              The
      Borrower may not prepay the Loan or any part thereof save as expressly
      provided in this Agreement.
  4.5.5
              No
      amount prepaid under this Agreement may be
  re-borrowed.
  5
              Fees
      and expenses
  5.1
              Fees
  The
Borrower shall pay to the Bank on the date of this Agreement, an arrangement fee
in the amount of $37,500.  The fee referred to in this clause 5.1 shall be payable by the Borrower to the Bank
whether or not any part of the Commitment is ever advanced and shall be, in each
case, non-refundable.
  5.2
              Expenses
  The
Borrower shall pay to the Bank on a full indemnity basis on demand:
  5.2.1
              all
      expenses (including legal, printing and out-of-pocket expenses) incurred
      by the Bank in connection with the negotiation, preparation, execution
      and, where relevant, registration of the Security Documents and of any
      amendment or extension of or the granting of any waiver or consent under,
      any of the Security Documents; and
  5.2.2
              all
      expenses (including legal, printing and out-of-pocket expenses) incurred
      by the Bank in contemplation of, or otherwise in connection with, the
      enforcement of, or preservation of any rights under, any of the Security
      Documents, or otherwise in respect of the moneys owing under any of the
      Security Documents,
  together
with interest at the rate referred to in clause 3.4 from the date on which such expenses were incurred
to the date of payment (as well after as before judgment).
  5.3
              Value
      added tax
  All
fees and expenses payable pursuant to this clause 5 shall be paid together with
value added tax or any similar tax (if any) properly chargeable
thereon.  Any value added tax chargeable in respect of any services
supplied by the Bank under this Agreement shall, on delivery of the value added
tax invoice, be paid in addition to any sum agreed to be paid
hereunder.
  5.4
              Stamp
      and other duties
  The
Borrower shall pay all stamp, documentary, registration or other like duties or
taxes (including any duties or taxes payable by the Bank) imposed on or in
connection with any of the Security Documents, the Loan or any part thereof and
shall indemnify the Bank against any liability arising by reason of any delay or
omission by the Borrower to pay such duties or taxes.
   13
  6
              Payments
      and taxes; accounts and
calculations
  6.1
              No
      set-off or counterclaim
  The
Borrower acknowledges that in performing its obligations under this Agreement,
the Bank will be incurring liabilities to third parties in relation to the
funding of amounts to the Borrower, such liabilities matching the liabilities of
the Borrower to the Bank and that it is reasonable for the Bank to be entitled
to receive payments from the Borrower gross on the due date in order that the
Bank is put in a position to perform its matching obligations to the relevant
third parties.  All payments to be made by the Borrower under any of
the Security Documents shall be made in full, without any set-off or
counterclaim whatsoever and, subject as provided in clause 6.6, free and clear of any deductions or withholdings,
in Dollars on the due date to such account at such Bank and in such place as the
Bank may from time to time specify for this purpose.
  6.2
              Payment
      by the Bank
  All
sums to be advanced by the Bank to the Borrower under this Agreement shall be
remitted in Dollars on the Drawdown Date and shall be paid by the Bank to the
account specified in the Drawdown Notice.
  6.3
              Non-Banking
      Days
  When
any payment under any of the Security Documents would otherwise be due on a day
which is not a Banking Day, the due date for payment shall be extended to the
next following Banking Day unless the Banking Day falls in the next calendar
month in which case payment shall be made on the immediately preceding Banking
Day.
  6.4
              Calculations
  All
interest and other payments of an annual nature under any of the Security
Documents shall accrue from day to day and be calculated on the basis of actual
days elapsed and a three hundred and sixty (360) day year.
  6.5
              Certificates
      conclusive
  Any
certificate or determination of the Bank as to any rate of interest or any other
amount pursuant to and for the purposes of any of the Security Documents shall,
in the absence of manifest error, be conclusive and binding on the
Borrower.
  6.6
              Grossing-up
      for Taxes
  If at
any time the Borrower is required to make any deduction or withholding in
respect of Taxes from any payment due under any of the Security Documents for
the account of the Bank, the sum due from the Borrower in respect of such
payment shall be increased to the extent necessary to ensure that, after the
making of such deduction or withholding, the Bank receives on the due date for
such payment (and retains, free from any liability in respect of such deduction
or withholding), a net sum equal to the sum which it would have received had no
such deduction or withholding been required to be made and the Borrower shall
indemnify the Bank against any losses or costs incurred by it by reason of any
failure of the Borrower to make any such deduction or withholding or by reason
of any increased payment not being made on the due date for such
payment.  The Borrower shall promptly deliver to the Bank any
receipts, certificates or other proof evidencing the amounts (if any) paid or
payable in respect of any deduction or withholding as aforesaid.
  6.7
              Loan
      account
  The
Bank shall maintain, in accordance with its usual practice, an account
evidencing the amounts from time to time lent by, owing and paid to it under the
Security Documents.  Such account shall, in the absence of manifest
error, be conclusive as to the amount from time to time owing by the Borrower
under the Security Documents.
   14
  7
              Representations
      and warranties
  7.1
              Continuing
      representations and warranties
  The
Borrower represents and warrants to the Bank that:
  7.1.1
              Due
      incorporation
  each of
the Borrower, the Owners, the Corporate Guarantor and each of the other Security
Parties are duly incorporated and validly existing in good standing under the
laws of their respective countries of incorporation as a corporation or as a
company with limited liability, and have power to carry on their respective
businesses as they are now being conducted and to own their respective property
and other assets;
  7.1.2
              Corporate
      power
  the
Borrower has power to execute, deliver and perform its obligations under the
relevant Security Documents to which it is or is to be a party and to borrow the
Commitment and each of the other Security Parties has power to execute and
deliver and perform its obligations under the Security Documents to which it is
or is to be a party; all necessary corporate, shareholder and other action has
been taken to authorise the execution, delivery and performance of the same and
no limitation on the powers of the Borrower to borrow will be exceeded as a
result of borrowing the Loan;
  7.1.3
              Binding
      obligations
  the
Security Documents constitute or will, when executed, constitute valid and
legally binding obligations of the relevant Security Parties enforceable in
accordance with their respective terms;
  7.1.4
              No
      conflict with other obligations
  the
execution and delivery of, the performance of its obligations under, and
compliance with the provisions of, the Security Documents by the relevant
Security Parties will not (i) contravene any existing applicable law, statute,
rule or regulation or any judgment, decree or permit to which the Borrower or
any other Security Party is subject, (ii) conflict with, or result in any breach
of any of the terms of, or constitute a default under, any agreement or other
instrument to which the Borrower or any other Security Party is a party or is
subject or by which it or any of its property is bound, (iii) contravene or
conflict with any provision of the constitutional documents of the Borrower or
any other Security Party or (iv) result in the creation or imposition of or
oblige the Borrower or any of its Related Companies or any other Security Party
or any of its Related Companies to create any Encumbrance (other than a
Permitted Encumbrance) on any of the undertakings, assets, rights or revenues of
the Borrower or any of its Related Companies or any other Security
Party;
  7.1.5
              No
      litigation
  no
litigation, arbitration or administrative proceeding is taking place, pending
or, to the knowledge of the officers of the Borrower, threatened against the
Borrower or any other Relevant Party which could have a material adverse effect
on the business, assets or financial condition of the Borrower or any other
Security Party or any other member of the Group or the Group as a
whole;
   15
  7.1.6
              No
      filings required
  save
for the registration of each Mortgage under the laws of the relevant Flag State
through the relevant Registry, it is not necessary to ensure the legality,
validity, enforceability or admissibility in evidence of any of the Security
Documents that they or any other instrument be notarised, filed, recorded,
registered or enrolled in any court, public office or elsewhere in any Relevant
Jurisdiction or that any stamp, registration or similar tax or charge be paid in
any Relevant Jurisdiction on or in relation to any of the Security Documents and
each of the Security Documents is in proper form for its enforcement in the
courts of each Relevant Jurisdiction;
  7.1.7
              Choice
      of law
  the
choice of (a) English law to govern the Security Documents (other than the
Mortgages and the Operating Account Pledges), (b) the laws of the relevant Flag
State to govern each Mortgage and (c) the laws of Greece to govern the Operating
Account Pledges, and the submissions by the Security Parties to the
non-exclusive jurisdiction of the English courts or, in the case of the
Operating Account Pledges, the courts of Piraeus, are valid and
binding;
  7.1.8
              No
      immunity
  neither
the Borrower nor any other Security Party nor any of their respective assets is
entitled to immunity on the grounds of sovereignty or otherwise from any legal
action or proceeding (which shall include, without limitation, suit, attachment
prior to judgement, execution or other enforcement);
  7.1.9
              Consents
      obtained
  every
consent, authorisation, licence or approval of, or registration with or
declaration to, governmental or public bodies or authorities or courts required
by any Security Party to authorise, or required by any Security Party in
connection with, the execution, delivery, validity, enforceability or
admissibility in evidence of each of each of the Security Documents to which it
is a party or the performance by each Security Party of its obligations under
the Security Documents to which it is a party, has been obtained or made and is
in full force and effect and there has been no default in the observance of any
of the conditions or restrictions (if any) imposed in, or in connection with,
any of the same;
  7.1.10
              Shareholdings
  each of
the Borrower and the Owners are wholly-owned direct or indirect Subsidiaries of
the AMPNI Guarantor;
  7.1.11
              Financial
      statements correct and complete
  the
unaudited consolidated financial statements of the Group in respect of the
financial quarter ended on 31 March 2008 as delivered to the Bank have been
prepared in accordance with the Applicable Accounting Principles and present
fairly and accurately the consolidated financial position of the Group as at
such date and the consolidated results of the operations of the Group for the
financial year ended on such date and, as at such date neither the AMPNI
Guarantor nor any member of the Group had any significant liabilities
(contingent or otherwise) or any unrealised or anticipated losses which are not
disclosed by, or reserved against or provided for in, such financial statements;
and
  7.1.12
              No
      material adverse change
  there
has been no material adverse change in the financial position or the operations
of the Borrower or the Corporate Guarantors or any other member of the Group or
the Group as a whole, from that described by the Borrower or any other Security
Party to the Bank in the negotiation of this Agreement.
   16
  7.2
              Initial
      representations and warranties
  The
Borrower further represents and warrants to the Bank that:
  7.2.1
              Pari
      passu
  the
obligations of the Borrower under this Agreement are direct, general and
unconditional obligations of the Borrower and rank at least pari passu with all
other present and future unsecured and unsubordinated Indebtedness of the
Borrower with the exception of any obligations which are mandatorily preferred
by law and not by contract;
  7.2.2
              No
      default under other Indebtedness
  neither
the Borrower nor any other Security Party nor any other member of the Group is
(nor would with the giving of notice or lapse of time or the satisfaction of any
other condition or combination thereof be) in breach of or in default under any
agreement relating to Indebtedness to which it is a party or by which it may be
bound;
  7.2.3
              Information
  the
information, exhibits and reports furnished by any Security Party to the Bank in
connection with the negotiation and preparation of the Security Documents are
true and accurate in all material respects and not misleading, do not omit
material facts and all reasonable enquiries have been made to verify the facts
and statements contained therein; there are no other facts the omission of which
would make any fact or statement therein misleading;
  7.2.4
              No
      withholding Taxes
  no
Taxes are imposed by withholding or otherwise on any payment to be made by any
Security Party under the Security Documents or are imposed on or by virtue of
the execution or delivery by the Security Parties of the Security Documents or
any other document or instrument to be executed or delivered under any of the
Security Documents;
  7.2.5
              No
      Default
  no
Default has occurred and is continuing;
  7.2.6
              The
      Ships
  each
Ship will, on the Drawdown Date, be:
  (a)
              in
      the absolute ownership of the relevant Owner who will, on and after such
      date, be the sole, legal and beneficial owner of such
  Ship;
  (b)
              permanently
      registered through the relevant Registry as a ship under the laws and flag
      of the relevant Flag State;
  (c)
              operationally
      seaworthy and in every way fit for service;
and
  (d)
              classed
      with the relevant Classification free of all requirements and
      recommendations of the relevant Classification
  Society;
   17
  7.2.7
              Ships'
      employment
  no Ship
is nor will, on or before the Drawdown Date, be subject to any charter or
contract or to any agreement to enter into any charter or contract which, if
entered into after the date of the relevant Ship Security Documents, would have
required the consent of the Bank and, on or before the date when the Mortgage
over such Ship is registered, there will not be any agreement or arrangement
whereby the Earnings of such Ship may be shared with any other
person;
  7.2.8
              Freedom
      from Encumbrances
  none of
the Ships, nor its Earnings, Insurances, Requisition Compensation nor the
Operating Accounts nor any other properties or rights which are, or are to be,
the subject of any of the Security Documents nor any part thereof will be, on
the Drawdown Date, subject to any Encumbrance (other than Permitted
Liens);
  7.2.9
              Compliance
      with Environmental Laws and
Approvals
  except
as may already have been disclosed by the Borrower in writing to, and
acknowledged in writing by, the Bank:
  (a)
              the
      Borrower and the other Relevant Parties and, to the best of the Borrower's
      knowledge and belief (having made due enquiry), their respective
      Environmental Affiliates have complied with the provisions of all
      Environmental Laws;
  (b)
              the
      Borrower and the other Relevant Parties and, to the best of the Borrower's
      knowledge and belief (having made due enquiry), their respective
      Environmental Affiliates have obtained all Environmental Approvals and are
      in compliance with all such Environmental Approvals;
  and
  (c)
              neither
      the Borrower nor any other Relevant Party nor, to the best of the
      Borrower's knowledge and belief (having made due enquiry), any of their
      respective Environmental Affiliates have received notice of any
      Environmental Claim that the Borrower or any other Relevant Party or any
      such Environmental Affiliate is not in compliance with any Environmental
      Law or any Environmental Approval;
  7.2.10
              No
      Environmental Claims
  except
as may already have been disclosed by the Borrower in writing to, and
acknowledged in writing by, the Bank, there is no Environmental Claim pending
or, to the best of the Borrower's knowledge and belief, threatened against the
Borrower or any of the Ships or any other Relevant Party or any other Relevant
Ship or, to the best of the Borrower's knowledge and belief (having made due
enquiry), any of their respective Environmental Affiliates;
  7.2.11
              No
      potential Environmental Claims
  except
as may already have been disclosed by the Borrower in writing to, and
acknowledged in writing by, the Bank, there has been no emission, spill, release
or discharge of a Pollutant from any of the Ships or any other Relevant Ship
owned by, managed or crewed by or chartered to any Relevant Party nor, (having
made due enquiry) to the best of the Borrower's knowledge and belief, from any
Relevant Ship owned by, managed or crewed by or chartered to any other Relevant
Party, which could give rise to an Environmental Claim;
  7.2.12
              ISPS
      Code
  on the
Drawdown Date, the Owner of each Ship shall have a valid and current ISSC in
respect of such Ship and each Ship shall be in compliance with the ISPS
Code;  and
   18
  7.2.13
              Borrower's
      own account
  in
relation to the borrowing by the Borrower of the Loan, the performance and
discharge of its obligations and liabilities under the Security Documents and
the transactions and other arrangements effected or contemplated by this
Agreement, the Borrower is acting for its own account and the foregoing will not
involve or lead to a contravention of any law, official requirement or other
regulatory measure or procedure which has been implemented by any relevant
regulatory authority or otherwise to combat "money laundering" (as defined
in Article 1 of the Directive (91/308/EEC) of the Council of the European
Communities (as amended)).
  7.3
              Repetition
      of representations and warranties
  On and
as of the Drawdown Date and (except in relation to the representations and
warranties in clause 7.2) on each Interest
Payment Date, the Borrower shall:
  (a)
              be
      deemed to repeat the representations and warranties in clauses 7.1 and 7.2 as if
      made with reference to the facts and circumstances existing on such day;
      and
  (b)
              be
      deemed to further represent and warrant to the Bank that the then latest
      audited financial statements delivered to the Bank under clause 8.1.5 (if
      any) have been prepared in accordance with the Applicable Accounting
      Principles and practices which have been consistently applied and present
      fairly and accurately the consolidated financial position of the Group as
      at the end of the financial period to which the same relate and the
      consolidated results of the operations of the Group for the financial
      period to which the same relate and, as at the end of such financial
      period, neither the AMPNI Guarantor nor any other member of the Group had
      any significant liabilities (contingent or otherwise) or any unrealised or
      anticipated losses which are not disclosed by, or reserved against or
      provided for in, such financial
statements.
  8
              Undertakings
  8.1
              General
  The
Borrower undertakes with the Bank that, from the date of this Agreement and so
long as any moneys are owing under any of the Security Documents and while all
or any part of the Commitment remains outstanding, it will:
  8.1.1
              Notice
      of Default
  promptly
inform the Bank of any occurrence of which it becomes aware which might
materially and adversely affect the ability of any Security Party to perform its
obligations under any of the Security Documents and, without limiting the
generality of the foregoing, will inform the Bank of any Default forthwith upon
becoming aware thereof and will from time to time, if so requested by the Bank,
confirm to the Bank in writing that, save as otherwise stated in such
confirmation, no Default has occurred and is continuing;
  8.1.2
              Consents
      and licences
  without
prejudice to clauses 7.1 and 9, obtain or
cause to be obtained, maintain in full force and effect and comply in all
material respects with the conditions and restrictions (if any) imposed in, or
in connection with, every consent, authorisation, licence or approval of
governmental or public bodies or authorities or courts and do, or cause to be
done, all other acts and things which may from time to time be necessary or
desirable under applicable law for the continued due performance of all the
obligations of the Security Parties under each of the Security
Documents;
   19
  8.1.3
              Use
      of proceeds
  use the
Loan exclusively for the purposes specified in clause 1.1;
  8.1.4
              Pari
      passu
  ensure
that its obligations under this Agreement shall, without prejudice to the
provisions of clause 8.3, at all times rank at
least pari passu with all its other present and future unsecured and
unsubordinated Indebtedness with the exception of any obligations which are
mandatorily preferred by law and not by contract;
  8.1.5
              Financial
      statements
  prepare
or cause to be prepared:
  (a)
              consolidated
      financial statements of the Group in accordance with the Applicable
      Accounting Principles consistently applied in respect of each financial
      year and cause the same to be reported on by its auditors;
    and
  (b)
              unaudited
      consolidated financial statements of the Group in respect of each
      financial half-year, on the same basis as the audited
      statements,
  and
deliver to the Bank as many copies of the same as the Bank may reasonably
require as soon as practicable but not later than one hundred and eighty (180)
days (in the case of annual statements) or sixty (60) days (in the case of
semi-annual statements) after the end of the financial period to which they
relate;
  8.1.6
              Delivery
      of reports
  deliver
to the Bank as many copies as the Bank may reasonably require of every report,
circular, notice, notification, filing or like document issued by the Borrower
to its shareholders or creditors in general;
  8.1.7
              Provision
      of further information
  provide
the Bank with such financial and other information concerning the Borrower, the
other Security Parties, any other member of the Group, the Group and their
respective commitments, operations and affairs, as the Bank may from time to
time reasonably require;
  8.1.8
              Obligations
      under Security Documents
  and
will procure that each of the other Security Parties will, duly and punctually
perform each of the obligations expressed to be assumed by it under the Security
Documents to which it is a party;
  8.1.9
              Compliance
      with Code
  and
will procure that any Operator will, comply with and ensure that each Ship, its
Owner and any Operator at all times complies with the requirements of the Code,
including (but not limited to) the maintenance and renewal of valid certificates
pursuant thereto throughout the Security Period;
  8.1.10
              Withdrawal
      of DOC and SMC
  and
will procure that any Operator will, immediately inform the Bank if there is any
threatened or actual withdrawal of its Operator's DOC or the SMC in respect of
any Ship;
   20
  8.1.11
              Issuance
      of DOC and SMC
  and
will procure that any Operator will, promptly inform the Bank upon the issuance
to any Operator of a DOC and to each Ship of an SMC or the receipt by the
relevant Owner or any Operator of notification that its application for the same
has been refused; and
  8.1.12
              ISPS
      Code compliance
  and
will procure that any Operator will,
  (a)
              from
      the Drawdown Date and at all times thereafter, maintain a valid and
      current ISSC respect of each Ship;
  (b)
              immediately
      notify the Bank in writing of any actual or threatened withdrawal,
      suspension, cancellation or modification of the ISSC in respect of any
      Ship; and
  (c)
              procure
      that, from the Drawdown Date and at all times thereafter, each Ship
      complies with the ISPS Code.
  8.2
              Security
      value maintenance
  8.2.1
              Security
      Shortfall
  If at
any time the Security Value shall be less than the Security Requirement, the
Bank shall give notice to the Borrower requiring that such deficiency be
remedied and then the Borrower shall either:
  (a)
              prepay,
      within a period of fifteen (15) days of the date of receipt by the
      Borrower of the Bank's said notice, such sum in Dollars as will result in
      the Security Requirement after such prepayment (taking into account any
      other prepayment of the Loan (or part thereof) made between the date of
      the notice and the date of such prepayment) being equal to the Security
      Value; or
  (b)
              within
      fifteen (15) days of the date of receipt by the Borrower of the Bank's
      said notice, constitute to the satisfaction of the Bank such further
      security for the Loan as shall be acceptable to the Bank, having a value
      for security purposes (as determined by the Bank in its absolute
      discretion) at the date upon which such further security shall be
      constituted which, when added to the Security Value, shall not be less
      than the Security Requirement as at such
date.
  The
provisions of clauses 4.4 and any relevant provisions of 4.5 shall apply to
prepayments made under this clause 8.2.1(a).
  8.2.2
              Valuation
      of Ships
  Each of
the Mortgaged Ships shall, for the purposes of this Agreement, be valued in
Dollars as and when the Bank shall require, by an independent firm of
shipbrokers appointed by the Bank in its sole discretion. Each such valuation
shall be addressed to the Bank and made without, unless required by the Bank,
physical inspection and on the basis of a sale for prompt delivery for cash at
arm's length on normal commercial terms as between a willing buyer and a willing
seller without taking into account the benefit of any charterparty or other
engagement concerning the Mortgaged Ship.  Such valuation shall
constitute the value of such Mortgaged Ship for the purposes of this clause
8.2.
  The
value of each Mortgaged Ship determined in accordance with the provisions of
this clause 8.2 shall be binding upon the parties hereto until such time as any
such further valuation shall be obtained.
   21
  8.2.3
              Information
  The
Borrower undertakes with the Bank to supply to the Bank and to any such firm of
shipbrokers such information concerning each Mortgaged Ship and its condition as
such firm of shipbrokers may require for the purpose of making any such
valuation.
  8.2.4
              Costs
  All
costs in connection with the Bank obtaining any valuation of each of the
Mortgaged Ships referred to in clause 8.2.2 and all costs in connection with any
valuation of the Ships obtained pursuant to schedule 2, and any valuation either
of any additional security for the purposes of ascertaining the Security Value
at any time or necessitated by the Borrower electing to constitute additional
security pursuant to clause 8.2.1(b), shall be borne by the
Borrower.
  8.2.5
              Valuation
      of additional security
  For the
purpose of this clause 8.2, the market value of any additional security
provided or to be provided to the Bank shall be determined by the Bank in its
absolute discretion without any necessity for the Bank assigning any reason
thereto.
  8.2.6
              Documents
      and evidence
  In
connection with any additional security provided in accordance with this
clause 8.2, the Bank shall be entitled to receive such evidence and
documents of the kind referred to in schedule 2 as may in the Bank's
opinion be appropriate and such favourable legal opinions as the Bank shall in
its absolute discretion require.
  8.3
              Negative
      undertakings
  The
Borrower undertakes with the Bank that, from the date of this Agreement and so
long as any moneys are owing under the Security Documents and while all or any
part of the Commitment remains outstanding, the Borrower will not:
  8.3.1
              Negative
      pledge
  permit
any Encumbrance (other than a Permitted Encumbrance) to subsist, arise or be
created or extended over all or any part of its present or future undertaking,
assets, rights or revenues to secure or prefer any present or future
Indebtedness or other liability or obligation of any of the Security Parties or
any other person;
  8.3.2
              No
      merger
  merge
or consolidate with any other company or person or enter into any de-merger,
amalgamation, corporate reconstruction or corporate redomiciliation of any kind
whatsoever;
  8.3.3
              Disposals
  sell,
transfer, abandon lend or otherwise dispose of or cease to exercise direct
control over any part (being either alone or, when aggregated with all other
disposals falling to be taken into account pursuant to this clause 8.3.3,
material in the opinion of the Bank in relation to the undertaking, assets,
rights and revenues of the Borrower taken as a whole) of its present or future
undertaking, assets, rights or revenues (otherwise than by transfers, sales or
disposals for full consideration in the ordinary course of trading) whether by
one or a series of transactions related or not;
  8.3.4
              Other
      business
  undertake
any business other than that conducted by it on the date of this
Agreement;
   22
   8.3.5
              No
      borrowing
  incur
any Borrowed Money except for Borrowed Money pursuant to the Security
Documents;
  8.3.6
              Repayment
      of borrowings
  repay
or prepay the principal of, or pay interest on or any other sum in connection
with, any of its Borrowed Money except for (a) Borrowed Money pursuant to the
Security Documents and (b) Borrowed Money existing on the date of this Agreement
advised by the Borrower to the Bank in writing prior to the date of this
Agreement;
  8.3.7
              Guarantees
  issue
any guarantees or indemnities or otherwise become directly or contingently
liable for the obligations of any person, firm, or corporation except pursuant
to the Security Documents (except for guarantees or indemnities from time to
time required in the ordinary course by any protection and indemnity or war
risks association with which a Ship is entered, guarantees required to procure
the release of a Ship from any arrest, detention, attachment or levy or
guarantees or undertakings required for the salvage of a Ship);
  8.3.8
              Loans
  make
any loans or grant any credit to any person or agree to do so save for normal
trade credit in the ordinary course of business, or loans or advances made to
any other member of the Group on an arm's length basis and in the ordinary
course of business;
  8.3.9
              Sureties
  permit
any of its Indebtedness to be guaranteed or otherwise assured against financial
loss by any person (save for guarantees or indemnities from time to time
required in the ordinary course by any protection and indemnity or war risks
association with which a Ship is entered, guarantees required to procure the
release of a Ship from any arrest, detention, attachment or levy or guarantees
or undertakings required for the salvage of a Ship);
  8.3.10
              Share
      capital and distribution
  (a)
              purchase
      or otherwise acquire for value any shares of its capital or distribute any
      of its present or future assets, undertakings, rights or revenues to any
      of its shareholders; or
  (b)
              declare
      or pay any dividends to any of its shareholders if an Event of Default has
      occurred or will or, in the opinion of the Bank, is likely to occur as a
      result of, or following, the declaration or payment of
      dividends;
  8.3.11
              Subsidiaries
  form or
acquire any Subsidiaries;
  8.3.12
              Shareholdings
  change,
cause or permit any change in, the legal and/or beneficial ownership of any of
the shares in the Borrower or any Owner which would result in any such Security
Party ceasing to be a wholly-owned direct or indirect Subsidiary of the AMPNI
Guarantor; or
   23
  8.3.13
              Constitutional
      documents
  permit,
cause or agree to any material amendments or variation of its constitutional
documents or any change of its corporate name.
  9
              Conditions
  9.1
              Documents
      and evidence
  9.1.1
              The
      obligation of the Bank to make the Commitment available shall be subject
      to the condition that the Bank or its duly authorised representative shall
      have received, not later than two (2) Banking Days before the date of this
      Agreement, the documents and evidence specified in Part 1 of schedule 2 in
      form and substance satisfactory to the
Bank.
  9.1.2
              The
      obligation of the Bank to advance the Loan shall be subject to the
      condition that the Bank or its duly authorised representative shall have
      received, on or prior to the drawdown of the Loan, the documents and
      evidence specified in Part 2 of schedule 2, in form and substance
      satisfactory to the Bank.
  9.2
              General
      conditions precedent
  The
obligation of the Bank to make the Loan available shall be subject to the
further conditions that, at the time of the giving of the Drawdown Notice, and
at the time of the making of the Loan:
  9.2.1
              the
      representations and warranties contained in (i) clauses 7.1, 7.2 and 7.3(b)
      and (ii) clause 4 of each Corporate Guarantee, are true and correct on and
      as of each such time as if each was made with respect to the facts and
      circumstances existing at such time;
and
  9.2.2
              no
      Default shall have occurred and be continuing or would result from the
      making of the Loan.
  9.3
              Waiver
      of conditions precedent
  The
conditions specified in this clause 9 are inserted solely for the benefit
of the Bank and may be waived by the Bank in whole or in part and with or
without conditions.
  9.4
              Further
      conditions precedent
  Not
later than five (5) Banking Days prior to the Drawdown Date and not later than
five (5) Banking Days prior to each Interest Payment Date, the Bank may request
and the Borrower shall, not later than two (2) Banking Days prior to such date,
deliver to the Bank on such request further favourable certificates and/or
favourable opinions as to any or all of the matters which are the subject of
clauses 7, 8, 9 and 10.
  10
              Events
      of Default
  10.1
              Events
  There
shall be an Event of Default if:
  10.1.1
              Non-payment: any
      Security Party fails to pay any sum payable by it under any of the
      Security Documents at the time, in the currency and in the manner
      stipulated in the Security Documents (and so that, for this purpose, sums
      payable on demand shall be treated as having been paid at the stipulated
      time if paid within three (3) Banking Days of demand);
  or
   24
  10.1.2
              Breach of Insurances and
      certain other obligations: the relevant Owner or, as the case may
      be, any other person fails to obtain and/or maintain the Insurances (in
      accordance with the requirements of the relevant Ship Security Documents)
      for any of the Mortgaged Ships or if any insurer in respect of any such
      Insurances cancels such Insurances or disclaims liability by reason, in
      either case, of mis-statement in any proposal for such Insurances or for
      any other failure or default on the part of any of the Owners or any other
      person, or the Borrower commits any breach of or omits to observe any of
      the obligations or undertakings expressed to be assumed by it under
      clauses 8.2 or 8.3 of this Agreement or any
      of the Corporate Guarantors commits any breach of or omits to observe any
      of the obligations or undertakings expressed to be assumed by it under
      clause 5.2 or 5.3 of the Corporate Guarantee to which it is a party;
      or
  10.1.3
              Breach of other
      obligations: any Security Party commits any breach of or omits to
      observe any of its obligations or undertakings expressed to be assumed by
      it under any of the Security Documents to which it is a party (other than
      those referred to in clauses 10.1.1 and
      10.1.2 above) and, in respect of any such breach or omission which in the
      opinion of the Bank is capable of remedy, such action as the Bank may
      require shall not have been taken within fourteen (14) days of the Bank
      notifying the relevant Security Party of such default and of such required
      action; or
  10.1.4
              Misrepresentation: any
      representation or warranty made or deemed to be made or repeated by or in
      respect of any Security Party to which it is a party in or pursuant to any
      of the Security Documents or in any notice, certificate or statement
      referred to in or delivered under any of the Security Documents to which
      it is a party, is or proves to have been incorrect or misleading in any
      material respect; or
  10.1.5
              Cross-default: any
      Indebtedness of any Relevant Party is not paid when due or any
      Indebtedness of any Relevant Party becomes (whether by declaration or
      automatically in accordance with the relevant agreement or instrument
      constituting the same) due and payable prior to the date when it would
      otherwise have become due (unless as a result of the exercise by the
      relevant Relevant Party of a voluntary right of prepayment), or any
      creditor of any Relevant Party becomes entitled to declare any such
      Indebtedness due and payable or any facility or commitment available to
      any Relevant Party relating to Indebtedness is withdrawn, suspended or
      cancelled by reason of any default (howsoever described) of the person
      concerned unless the relevant Relevant Party shall have satisfied the Bank
      that such withdrawal, suspension or cancellation will not affect or
      prejudice in any way such Relevant Party's ability to pay its debts as
      they fall due and fund its commitments, or any guarantee given by any
      Relevant Party in respect of Indebtedness is not honoured when due and
      called upon; or
  10.1.6
              Legal process: any
      judgment or order made against any Relevant Party is not stayed or
      complied with within seven (7) days or a creditor attaches or takes
      possession of, or a distress, execution, sequestration or other process is
      levied or enforced upon or sued out against, any of the undertakings,
      assets, rights or revenues of any Relevant Party and is not discharged
      within seven (7) days; or
  10.1.7
              Insolvency: any Relevant
      Party is unable or admits inability to pay its debts as they fall due;
      suspends making payments on any of its debts or announces an intention to
      do so; becomes insolvent; has assets the value of which is less than the
      value of its liabilities (taking into account contingent and prospective
      liabilities); or suffers the declaration of a moratorium in respect of any
      of its Indebtedness; or
  10.1.8
              Reduction or loss of
      capital: a meeting is convened by any Relevant Party for the
      purpose of passing any resolution to reduce or redeem any of its share
      capital or, in the case of any of the Owners or the Borrower, to purchase
      any of its share capital; or
  10.1.9
              Winding up: any
      corporate action, legal proceedings or other procedure or step is taken
      for the purpose of winding-up any Relevant Party or an order is made or
      resolution passed for the winding up of any Relevant Party or a notice is
      issued convening a meeting for the purpose of passing any such resolution;
      or
   25
  10.1.10
              Administration: any
      petition is presented, notice given or other step is taken for the purpose
      of the appointment of an administrator of any Relevant Party or the Bank
      believes that any such petition or other step is imminent or an
      administration order is made in relation to any Relevant Party;
      or
  10.1.11
              Appointment of receivers and
      managers: any administrative or other receiver is appointed of any
      Relevant Party or any part of its assets and/or undertaking or any other
      steps are taken to enforce any Encumbrance over all or any part of the
      assets of any Relevant Party; or
  10.1.12
              Compositions: any
      corporate action, legal proceedings or other procedures or steps are
      taken, or negotiations commenced, by any Relevant Party or by any of its
      creditors with a view to the general readjustment or rescheduling of all
      or part of its indebtedness or to proposing any kind of composition,
      compromise or arrangement involving such person and any of its creditors;
      or
  10.1.13
              Analogous proceedings:
      there occurs, in relation to any Relevant Party, in any country or
      territory in which any of them carries on business or to the jurisdiction
      of whose courts any part of their assets is subject, any event which, in
      the reasonable opinion of the Bank, appears in that country or territory
      to correspond with, or have an effect equivalent or similar to, any of
      those mentioned in clauses 10.1.6 to 10.1.12 (inclusive) or any
      Relevant Party otherwise becomes subject, in any such country or
      territory, to the operation of any law relating to insolvency, bankruptcy
      or liquidation; or
  10.1.14
              Cessation of business:
      any Relevant Party suspends or ceases or threatens to suspend or cease to
      carry on its business; or
 10.1.15
                Seizure: all or a
      material part of the undertaking, assets, rights or revenues of, or shares
      or other ownership interests in, any other Relevant Party are seized,
      nationalised, expropriated or compulsorily acquired by or under the
      authority of any government; or
 10.1.16
              Invalidity: any of the
      Security Documents shall at any time and for any reason become invalid or
      unenforceable or otherwise cease to remain in full force and effect, or if
      the validity or enforceability of any of the Security Documents shall at
      any time and for any reason be contested by any Security Party which is a
      party thereto, or if any such Security Party shall deny that it has any,
      or any further, liability thereunder;
or
  10.1.17
              Unlawfulness: it becomes
      impossible or unlawful at any time for any Security Party to fulfil any of
      the covenants and obligations expressed to be assumed by it in any of the
      Security Documents or for the Bank to exercise the rights or any of them
      vested in it under any of the Security Documents or otherwise;
      or
  10.1.18
              Repudiation: any
      Security Party repudiates any of the Security Documents or does or causes
      or permits to be done any act or thing evidencing an intention to
      repudiate any of the Security Documents;
or
  10.1.19
              Encumbrances
      enforceable: any Encumbrance (other than Permitted Liens) in
      respect of any of the property (or part thereof) which is the subject of
      any of the Security Documents becomes enforceable;
  or
  10.1.20
              Material adverse change:
      there occurs, in the opinion of the Bank, a material adverse change in the
      financial condition or the operations of any Security Party or any other
      member of the Group, or the Group as a whole, by reference to their
      respective financial condition and operations existing on the date of this
      Agreement as described by any Security Party to the Bank in the
      negotiation of this Agreement; or
  10.1.21
              Arrest: any Mortgaged
      Ship is arrested, confiscated, seized, taken in execution, impounded,
      forfeited, detained in exercise or purported exercise of any possessory
      lien or other claim or otherwise taken from the possession of the relevant
      Owner and the relevant Owner shall fail to procure the release of such
      Mortgaged Ship within a period of seven (7) days thereafter;
      or
   26
  10.1.22
              Registration: the
      registration of any Ship under the laws and flag of the relevant Flag
      State is cancelled or terminated without the prior written consent of the
      Bank; or
  10.1.23
              Unrest: the Flag State
      of any Ship becomes involved in hostilities or civil war or there is a
      seizure of power in such Flag State by unconstitutional means if, in any
      such case, such event could in the opinion of the Bank reasonably be
      expected to have a material adverse effect on the security constituted by
      any of the Security Documents; or
  10.1.24
              Environment: the
      Borrower, any of the Owners and/or any other Relevant Party and/or any of
      their respective Environmental Affiliates fails to comply with any
      Environmental Law or any Environmental Approval or any of the Ships or any
      other Relevant Ship is involved in any incident which gives rise or may
      give rise to an Environmental Claim if, in any such case, such
      non-compliance or incident or the consequences thereof could, in the
      opinion of the Bank, reasonably be expected to have a material adverse
      effect on the business, assets, operations, property or financial
      condition of the Borrower or any other member of the Group or any other
      Relevant Party or the Group as a whole or on the security constituted by
      any of the Security Documents; or
  10.1.25
              P&I: the Borrower or
      any of the Owners or any other person fails or omits to comply with any
      requirements of the protection and indemnity association or other insurer
      with which any Ship is entered for insurance or insured against protection
      and indemnity risks (including all P&I risks) to the effect that any
      cover (including, without limitation, any cover in respect of liability
      for Environmental Claims arising in jurisdictions where any Ship operates
      or trades) is or may be liable to cancellation, qualification or exclusion
      at any time; or
  10.1.26
              Shareholdings:there is any
      change in the legal and/or beneficial ownership of any of the shares in
      any of the Owners or the Borrower which results in any such Security Party
      ceasing to be a wholly-owned direct or indirect Subsidiary of the AMPNI
      Guarantor; or
  10.1.27
              Accounts: moneys are
      withdrawn from any Operating Account other than in accordance with clause
      5 of the relevant Owner's Guarantee;
or
  10.1.28
              Manager: any Ship is
      managed by any person, other than its Owner or in respect of matters set
      out in the Code, the Operator, without the prior written consent of the
      Bank; or
  10.1.29
              De-listing etc.: the
      shares of the AMPNI Guarantor are de-listed, or cease to trade or are
      suspended from trading (whether permanently or temporarily) on, the New
      York Stock Exchange; or
  10.1.30
              Licenses,
      etc:  any license, authorisation, consent or approval at
      any time necessary to enable any Security Party to comply with its
      obligations under the Security Documents is revoked or withheld or
      modified or is otherwise not granted or fails to remain in full force and
      effect or if any exchange control or other law or regulation shall exist
      which would make any transaction under the Security Documents or the
      continuation thereof, unlawful or would prevent the performance by any
      Security Party of any term of any of the Security Documents;
      or
  10.1.31
              Material events: any
      other event occurs or circumstance arises which, in the reasonable opinion
      of the Bank, is likely materially and adversely to affect either (i) the
      ability of any Security Party to perform all or any of its obligations
      under or otherwise to comply with the terms of any of the Security
      Documents to which it is a party or (ii) the security created by any of
      the Security Documents.
   27
  10.2
              Acceleration
  The
Bank shall, without prejudice to any other rights of the Bank, at any time after
the happening of an Event of Default by notice to the Borrower declare
that:
  10.2.1
              the
      obligation of the Bank to make the Commitment available shall be
      terminated, whereupon the Commitment at the time shall be reduced to zero
      forthwith; and/or
  10.2.2
              the
      Loan and all interest accrued and all other sums payable under the
      Security Documents have become due and payable, whereupon the same shall,
      immediately or in accordance with the terms of such notice, become due and
      payable.
  10.3
              Demand
      basis
  If,
pursuant to clause 10.2.2, the Bank declares
the Loan to be due and payable on demand, the Bank may by written notice to the
Borrower (a) call for repayment of the Loan on such date as may be specified
whereupon the Loan shall become due and payable on the date so specified
together with all interest accrued and all other sums payable under this
Agreement or (b) withdraw such declaration with effect from the date specified
in such notice.
  11
              Indemnities
  11.1
              Miscellaneous
      indemnities
  The
Borrower shall on demand indemnify the Bank, without prejudice to any of the
Bank's other rights under any of the Security Documents, against any loss
(including loss of Margin) or expense which the Bank shall certify as sustained
or incurred by it as a consequence of:
  11.1.1
              any
      default in payment of any sum under any of the Security Documents when
      due;
  11.1.2
              the
      occurrence of any other Event of
Default;
  11.1.3
              any
      prepayment of the Loan (or any part thereof) being made under clauses 4.2,
      4.3, 8.2.1(a) or 12.1 or any other prepayment
      or repayment of the Loan (or part thereof) being made otherwise than on an
      Interest Payment Date relating to the part of the Loan being prepaid or
      repaid; or
  11.1.4
              the
      Loan not being made for any reason (excluding any default by the Bank)
      after the Drawdown Notice has been
given,
  including,
in any such case, but not limited to any loss or expense sustained or incurred
by the Bank in maintaining or funding the Commitment or any part thereof or in
liquidating or re-employing deposits from third parties acquired to effect or
maintain the Commitment or any part thereof or any other amount owing to the
Bank.
  11.2
              Currency
      indemnity
  If any
sum due from the Borrower under any of the Security Documents or any order or
judgment given or made in relation thereto has to be converted from the currency
(the "first currency")
in which the same is payable under the relevant Security Document or under such
order or judgment into another currency (the "second currency") for the
purpose of (a) making or filing a claim or proof against the Borrower, (b)
obtaining an order or judgment in any court or other tribunal or (c) enforcing
any order or judgment given or made in relation to any of the Security
Documents, the Borrower shall indemnify and hold harmless the Bank from and
against any loss suffered as a result of any difference between (i) the rate of
exchange used for such purpose to convert the sum in question from the first
currency into the second currency and (ii) the rate or rates of exchange at
which the Bank may in the ordinary course of business purchase the first
currency with the second currency upon receipt of a sum paid to it in
satisfaction, in whole or in part, of any such order, judgment, claim or
proof.
   28
  Any
amount due from the Borrower under this clause 11.2 shall be due as a separate debt and shall not be
affected by judgment being obtained for any other sums due under or in respect
of any of the Security Documents and the term "rate of exchange" includes any
premium and costs of exchange payable in connection with the purchase of the
first currency with the second currency.
  11.3
              Environmental
      indemnity
  The
Borrower shall indemnify the Bank on demand and hold it harmless from and
against all costs, expenses, payments, charges, losses, demands, liabilities,
actions, proceedings (whether civil or criminal), penalties, fines, damages,
judgements, orders, sanctions or other outgoings of whatever nature which may be
suffered, incurred or paid by, or made or asserted against the Bank at any time,
whether before or after the repayment in full of principal and interest under
this Agreement, relating to, or arising directly or indirectly in any manner or
for any cause or reason whatsoever out of an Environmental Claim made or
asserted against the Bank if such Environmental Claim would not have been, or
been capable of being, made or asserted against the Bank if it had not entered
into any of the Security Documents and/or exercised any of its rights, powers
and discretions thereby conferred and/or performed any of its obligations
thereunder and/or been involved in any of the transactions contemplated by the
Security Documents.
  11.4
              Central
      Bank or European Central Bank reserve requirements
    indemnity
  The
Borrower shall on demand promptly indemnify the Bank against any cost incurred
or loss suffered by the Bank as a result of its complying with the minimum
reserve requirements of the European Central Bank and/or with respect to
maintaining required reserves with the relevant national central bank to the
extent that such compliance relates to the Commitment or the Loan or part
thereof or deposits obtained by it to fund or maintain the whole or part of the
Loan and such cost or loss is not recoverable by the Bank under clause
12.2.
  12
              Unlawfulness
      and increased costs
  12.1
              Unlawfulness
  If it
is or becomes contrary to any law or regulation for the Bank to make the Loan
available or maintain its Commitment or fund the Loan, the Bank shall promptly
give notice to the Borrower whereupon (a) the Commitment shall be reduced to
zero and (b) the Borrower shall be obliged to prepay the Loan either (i)
forthwith or (ii) on a future specified date not being earlier than the latest
date permitted by the relevant law or regulation together with interest accrued
to the date of prepayment and all other sums payable by the Borrower under this
Agreement.
  12.2
              Increased
      costs
  If the
result of any change in, or in the interpretation or application of, or the
introduction of, any law or any regulation, request or requirement (whether or
not having the force of law, but, if not having the force of law, with which the
Bank or, as the case may be, its holding company habitually complies), including
(without limitation) those relating to Taxation, capital adequacy, liquidity,
reserve assets, cash ratio deposits and special deposits, is to:
  12.2.1
              subject
      the Bank to Taxes or change the basis of Taxation of the Bank with respect
      to any payment under any of the Security Documents (other than Taxes or
      Taxation on the overall net income, profits or gains of the Bank imposed
      in the jurisdiction in which its principal or lending office under this
      Agreement is located); and/or
   29
  12.2.2
              increase
      the cost to, or impose an additional cost on, the Bank or its holding
      company in making or keeping the Loan available or maintaining or funding
      all or part of the Loan; and/or
  12.2.3
              reduce
      the amount payable or the effective return to the Bank under any of the
      Security Documents; and/or
  12.2.4
              reduce
      the Bank's or its holding company's rate of return on its overall capital
      by reason of a change in the manner in which it is required to allocate
      capital resources to the Bank's obligations under any of the Security
      Documents; and/or
  12.2.5
              require
      the Bank or its holding company to make a payment or forego a return on or
      calculated by reference to any amount received or receivable by the Bank
      under any of the Security Documents;
and/or
  12.2.6
              require
      the Bank or its holding company to incur or sustain a loss (including a
      loss of future potential profits) by reason of being obliged to deduct all
      or part of the Loan from its capital for regulatory
    purposes,
  then
and in each such case (subject to clause 12.3):
  (a)
              the
      Bank shall notify the Borrower in writing of such event promptly upon its
      becoming aware of the same; and
  (b)
              the
      Borrower shall on demand made at any time whether or not the Loan
      outstanding has been repaid, pay to the Bank the amount which the Bank
      specifies (in a certificate setting forth the basis of the computation of
      such amount but not including any matters which the Bank or its holding
      company regards as confidential) is required to compensate the Bank and/or
      (as the case may be) its holding company for such liability to Taxes,
      cost, reduction, payment, foregone return or
  loss.
  For the
purposes of this clause 12.2 "holding company" means the
company or entity (if any) within the consolidated supervision of which the Bank
is included.
  12.3
              Exception
  Nothing
in clause 12.2 shall entitle the Bank to
receive any amount in respect of compensation for any such liability to Taxes,
increased or additional cost, reduction, payment, foregone return or loss to the
extent that the same is the subject of an additional payment under
clause 6.6.
  13
              Security
      and set-off
  13.1
              Application
      of moneys
  All
moneys received by the Bank under or pursuant to any of the Security Documents
and expressed to be applicable in accordance with the provisions of this
clause 13.1 shall be applied in the following
manner:
  13.1.1
              first,
      in or toward payment of all unpaid costs, expenses, fees and commissions
      which may be owing to the Bank under any of the Security
      Documents;
  13.1.2
              secondly,
      in or towards payment of any arrears of interest owing in respect of the
      Loan or any part thereof;
  13.1.3
              thirdly,
      in or towards repayment of the Loan (whether the same is due and payable
      or not);
   30
  13.1.4
              fourthly,
      in or towards payment to the Bank for any loss suffered by reason of any
      such payment in respect of principal not being effected on an Interest
      Payment Date relating to the part of the Loan repaid or prepaid and which
      amounts are so payable under this
Agreement;
  13.1.5
              fifthly,
      in or towards payment to the Bank of any other sums owing to it under any
      of the Security Documents; and
  13.1.6
              sixthly,
      the surplus (if any) shall be paid to the Borrower or to whomsoever else
      may be entitled to receive such
surplus.
  13.2
              Set-off
  13.2.1
              The
      Borrower authorises the Bank (without prejudice to any of the Bank's
      rights at law, in equity or otherwise), at any time and without notice to
      the Borrower, to apply any credit balance to which the Borrower is then
      entitled standing upon any account of such Borrower with any branch of the
      Bank in or towards satisfaction of any sum due and payable from the
      Borrower to the Bank under any of the Security Documents.  For
      this purpose, the Bank is authorised to purchase with the moneys standing
      to the credit of such account such other currencies as may be necessary to
      effect such application.
  13.2.2
              The
      Bank shall not be obliged to exercise any right given to it by this
      clause 13.2.  The Bank shall notify the Borrower forthwith
      upon the exercise or purported exercise of any right of set-off giving
      full details in relation thereto.
  13.2.3
              Nothing
      in this clause 13.2 shall be effective to create an Encumbrance or any
      other security interest.
  13.3
              Further
      assurance
  The
Borrower undertakes that the Security Documents shall, both at the date of
execution and delivery thereof and so long as any moneys are owing under any of
the Security Documents, be valid and binding obligations of the respective
parties thereto and rights of the Bank enforceable in accordance with their
respective terms and that it will, at its expense, execute, sign, perfect and
do, and will procure the execution, signing, perfecting and doing by each of the
other Security Parties of, any and every such further assurance, document, act
or thing as in the reasonable opinion of the Bank may be necessary or desirable
for perfecting the security contemplated or constituted by the Security
Documents.
  13.4
              Conflicts
  In the
event of any conflict between this Agreement and any of the other Borrower's
Security Documents, the provisions of this Agreement shall prevail.
  14
              Assignment,
      transfer and lending office
  14.1
              Benefit
      and burden
  This
Agreement shall be binding upon, and enure for the benefit of, the Bank and the
Borrower and their respective successors in title.
  14.2
              No
      assignment by Borrower
  The
Borrower may not assign or transfer any of its rights or obligations under this
Agreement.
  14.3
              Assignment
      by Bank
  The
Bank may assign all or any part of its rights under this Agreement or under any
of the other Security Documents to any other bank or financial institution (an
"Assignee") without the
consent of the Borrower (the Borrower consenting to such assignment by its
execution of this Agreement).
   31
  14.4
              Transfer
  The
Bank may transfer all or any part of its rights, benefits and/or obligations
under this Agreement and/or any of the other Security Documents to any one or
more banks or other financial institutions (a "Transferee") without the
consent of the Borrower (the Borrower consenting to such transfer by its
execution of this Agreement) and if the Transferee, by delivery of such
undertaking as the Bank may approve, becomes bound by the terms of this
Agreement and agrees to perform all or, as the case may be, part of the Bank's
obligations under this Agreement.
  14.5
              Documenting
      assignments and transfers
  If the
Bank assigns all or any part of its rights or transfers all or any part of its
rights, benefits and/or obligations as provided in clause 14.3 or 14.4 the
Borrower undertakes, immediately on being requested to do so by the Bank and at
the cost of the Bank, to enter into, and procure that the other Security Parties
shall enter into, such documents as may be necessary or desirable to transfer to
the Assignee or Transferee all or the relevant part of the Bank's interest in
the Security Documents and all relevant references in this Agreement to the Bank
shall thereafter be construed as a reference to the Bank and/or its Assignee or
Transferee (as the case may be) to the extent of their respective
interests.
  14.6
              Lending
      office
  The
Bank shall lend through its office at the address specified in the definition of
"Bank" in clause 1.2 or
through any other office of the Bank selected from time to time by it through
which the Bank wishes to lend for the purposes of this Agreement.  If
the office through which the Bank is lending is changed pursuant to this
clause 14.6, the Bank shall notify the
Borrower promptly of such change.
  14.7
              Disclosure
      of information
  The
Bank may disclose to a prospective assignee, transferee or to any other person
who may propose entering into contractual relations with the Bank in relation to
this Agreement such information about the Borrower and the other Security
Parties or any of them as the Bank shall consider appropriate.
  15
              Notices
      and other matters
  15.1
              Notices
  Every
notice, request, demand or other communication under this Agreement or (unless
otherwise provided therein) under any of the other Security Documents
shall:
  15.1.1
              be
      in writing delivered personally or by first-class prepaid letter (airmail
      if available) or facsimile transmission or other means of
      telecommunication in permanent written
form;
  15.1.2
              be
      deemed to have been received, subject as otherwise provided in the
      relevant Security Document, in the case of a letter, when delivered
      personally or five (5) days after it has been put in to the post and, in
      the case of a facsimile transmission or other means of telecommunication
      in permanent written form, at the time of despatch (provided that if the
      date of despatch is not a business day in the country of the addressee or
      if the time of despatch is after the close of business in the country of
      the addressee it shall be deemed to have been received at the opening of
      business on the next such business day);
and
   32
  15.1.3
              be
      sent:
  (a)         
if to the Borrower at:
  42
Hatzikyriakou Avenue
 185 38
Piraeus
 Greece
  Fax
No:        +30 210 458 6242
 Attn:            Mr
Apostolos Manitsas
  (b)
              if
      to the Bank at:
  Piraeus
Bank A.E.
 47-49
Akti Miaouli street
 185 36
Piraeus
 Greece
  Fax
No:        +30 210 429 2601
 Attention:      Relationship
Manager
  or to
such other address and/or numbers as is notified by one party to the other party
under this Agreement.
  15.2
              No
      implied waivers, remedies
cumulative
  No
failure or delay on the part of the Bank to exercise any power, right or remedy
under any of the Security Documents shall operate as a waiver thereof, nor shall
any single or partial exercise by the Bank of any power, right or remedy
preclude any other or further exercise thereof or the exercise of any other
power, right or remedy.  The remedies provided in the Security
Documents are cumulative and are not exclusive of any remedies provided by
law.
  15.3
              English
      language
  All
certificates, instruments and other documents to be delivered under or supplied
in connection with any of the Security Documents shall be in the English
language or shall be accompanied by a certified English translation upon which
the Bank shall be entitled to rely.
  15.4
              Waiver
      of Borrower's rights
  The
Borrower agrees with the Bank that, from the date of this Agreement and so long
as any moneys are owing under any of the Security Documents and while all or any
part of the Commitment remains outstanding, it will not, without the prior
written consent of the Bank:
  15.4.1
              exercise
      any right of subrogation, reimbursement and indemnity against any Owner or
      any other person liable under the Security Documents, whether in respect
      of any Indebtedness or intra-Group loans or
  otherwise;
  15.4.2
              demand
      or accept repayment in whole or in part of any Indebtedness (including
      intra-Group loans) now or hereafter due to such Borrower from any Owner or
      from any other person liable under the Security Documents or demand or
      accept any guarantee, indemnity or other assurance against financial loss
      or any document or instrument created or evidencing an Encumbrance in
      respect of the same or dispose of the
same;
  15.4.3
              take
      any steps to enforce any right against any Owner or any other person
      liable under the Security Documents in respect of any such moneys;
      or
  15.4.4
              claim
      any set-off or counterclaim against any Owner or any other person liable
      under the Security Documents or claiming or proving in competition with
      the Bank in the liquidation of any Owner or any other person liable under
      the Security Documents or have the benefit of, or share in, any payment
      from or composition with, any Owner or any other person liable under the
      Security Documents or any other Security Document now or hereafter held by
      the Bank for any moneys owing under this Agreement or for the obligations
      or liabilities of any other person liable but so that, if so directed by
      the Bank, it will prove for the whole or any part of its claim in the
      liquidation of any Owner or other person liable under the Security
      Documents on terms that the benefit of such proof and all money received
      by it in respect thereof shall be held on trust for the Bank and applied
      in or towards discharge of any moneys owing under this Agreement in such
      manner as the Bank shall deem
appropriate.
   33
  16
              Governing
      law and jurisdiction
  16.1
              Law
  This
Agreement is governed by, and shall be construed in accordance with, English
law.
  16.2
              Submission
      to jurisdiction
  The
Borrower agrees, for the benefit of the Bank, that any legal action or
proceedings arising out of or in connection with this Agreement against the
Borrower or any of its assets may be brought in the English
courts.  The Borrower irrevocably and unconditionally submits to the
jurisdiction of such courts and irrevocably designates, appoints and empowers
Messrs. Riches Consulting at present of Old Jarretts Farmhouse, Brantridge Lane,
Balcombe, West Sussex RH17 6JR, England to receive for it and on its behalf,
service of process issued out of the English courts in any such legal action or
proceedings.  The submission to such jurisdiction shall not (and shall
not be construed so as to) limit the right of the Bank to take proceedings
against the Borrower in the courts of any other competent jurisdiction nor shall
the taking of proceedings in any one or more jurisdictions preclude the taking
of proceedings in any other jurisdiction, whether concurrently or
not.
  The
parties further agree that only the courts of England and not those of any other
State shall have jurisdiction to determine any claim which the Borrower may have
against the Bank arising out of or in connection with this
Agreement.
  16.3
              Contracts
      (Rights of Third Parties) Act 1999
  No term
of this Agreement is enforceable under the Contracts (Rights of Third Parties)
Act 1999 by a person who is not a party to this Agreement.
  IN WITNESS whereof the
parties to this Agreement have caused this Agreement to be duly executed on the
date first above written.
   34
  
  
 SIGNED by YPAPANTI KOUMBIADOU
              )for
      and on behalf of
              )
              /s/ YPAPANTI KOUMBIADOUAEGEAN
      BUNKERING SERVICES INC.
              )
              Authorised
      Signatoryas
      Borrower
              )SIGNED by NARIA
      YOURYI
              )
              /s/
      NARIA YOURYIand
      by GEORGE GAZIS
              )
              Authorised
      Signatoryfor
      and on behalf of
              )PIRAEUS
      BANK A.E.
              )
              /s/
      GEORGE GAZISas
      Bank
              )
              Authorised
      Signatory
 
  35