Private
      & ConfidentialDated
      12 September 2008SUPPLEMENTAL AGREEMENT
              
              
              
              
              relating
      to
              a
      Loan of up to (originally) US$37,560,000
              to
              ANDROS
      MARINE INC.
              DILOS
      MARINE INC.
              IOS
      MARINE INC.
              SIFNOS
      MARINE INC.
              and
              TINOS
      MARINE INC.
              
              provided
      by
              THE
      ROYAL BANK OF SCOTLAND PLC





Contents









Clause
              
              Page1
              Definitions
              12
              Agreement
      of Bank
              23
              Amendments
      to Principal Agreement
              24
              Representations
      and warranties
              25
              Conditions
              36
              Relevant
      Parties’ confirmation
              47
              Fees
      and Expenses
              48
              Miscellaneous
      and notices
              59
              Applicable
      law
              5Schedule
      1 Documents and evidence required as conditions precedent
              6Schedule
      2 Form of Amended and Restated Loan Agreement
              8













THIS SUPPLEMENTAL AGREEMENTis
dated 12 September 2008 and made BETWEEN:




(1)
            ANDROS MARINE INC.(the
      “Andros
      Borrower”), DILOS
      MARINE INC.(the “Dilos Borrower”), IOS MARINE INC. (the
      “Dilos Borrower”),
      SIFNOS MARINE INC.
      (the “Sifnos
      Borrower”) and TINOS MARINE INC. (the
      “Tinos Borrower”
      and, together with the Andros Borrower, the Dilos Borrower, the Ios
      Borrower and the Sifnos Borrower, the “Borrowers”), each a
      corporation incorporated in the Republic of Liberia with its registered
      office at 80 Broad Street, Monrovia,
Liberia;




(2)
            THE ROYAL BANK OF SCOTLAND
      PLC, whose registered office is at 36 St. Andrew Square, Edinburgh
      EH2 2YB, Scotland acting through its office at 45 Akti Miaouli, 185 36
      Piraeus, Greece (the “Bank”);
    and




(3)
            AEGEAN MARINE PETROLEUM NETWORK
      INC., a corporation incorporated in the Marshall Islands with its
      registered office at Trust Company Complex, Ajeltake Road, Ajeltake
      Island, Majuro, Marshall Islands MH96960 in its capacity as corporate
      guarantor (the “Corporate
      Guarantor”).




WHEREAS:




(A)
            this
      Agreement is supplemental to a loan agreement dated 5 July 2007 (the
      “Principal
      Agreement”) made between the Borrowers and the Bank relating to a
      loan facility of up to $37,560,000 to be used for the purposes stated
      therein (of which the principal amount outstanding on the date of this
      Agreement is $3,156,000); and




(B)
            this
      Agreement now sets out the terms and conditions upon which the Bank shall,
      at the request of the Borrowers, provide its consent to (inter
      alia):




(a)
            the
      increase of the Commitment by the amount of $5,600,000 to a total amount
      of $43,160,000; and




(b)
            certain
      other amendments to the Principal
Agreement.




NOW IT IS HEREBY AGREED as
follows:




1
            Definitions




1.1
            Defined
      expressions




Words
and expressions defined in the Principal Agreement shall unless the context
otherwise requires or unless otherwise defined herein, have the same meanings
when used in this Agreement.




1.2
            Definitions




In
this Agreement, unless the context otherwise requires:




“Effective Date” means the
date, being no later than 26 September 2008, on which the Bank notifies the
Borrowers in writing that the Bank has received the documents and evidence
specified in clause 5 and schedule 1 in a form
and substance satisfactory to it;




“Loan Agreement” means the
Principal Agreement as amended and restated by this Agreement;




1







“Relevant Documents” means this
Agreement; and




“Relevant Parties” means the
Borrowers and the Corporate Guarantor or, where the context so requires or
permits, means any or all of them.




1.3
            Principal
      Agreement




References
in the Principal Agreement to “this Agreement” shall, with
effect from the Effective Date and unless the context otherwise requires, be
references to the Principal Agreement as amended and restated by this Agreement
and words such as “herein”, “hereof”, “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear in
the Principal Agreement, shall be construed accordingly.




1.4
            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.




1.5
            Construction
      of certain terms




Clause 1.4
of the Principal Agreement shall apply to this agreement (mutatis mutandis) as
if set out herein and as if references therein to “this Agreement” were
references to this Agreement.




2
            Agreement
      of Bank




The
Bank, relying upon the representations and warranties made by each of the
Relevant Parties in clause 4, agree with the Borrowers that, subject to the
terms and conditions of this Agreement and in particular, but without prejudice
to the generality of the foregoing, fulfilment on or before 26 September 2008 of
the conditions contained in clause 5 and schedule 1, the Bank agrees
to the increase of the Commitment by the amount of $5,600,000 to a total amount
of $43,160,000 and to the amendment of the Principal Agreement on the terms set
out in clause 3.




3
            Amendments
      to Principal Agreement




3.1
            Amendments




The
Principal Agreement shall, with effect on and from the Effective Date, be (and
it is hereby) amended so as to read in accordance with the form of the amended
and restated Loan Agreement set out in schedule 2 and (as so amended) will
continue to be binding upon each of the Bank and the Borrowers in accordance
with its terms as so amended and restated.




3.2
            Continued
      force and effect




Save
as amended and restated by this Agreement, the provisions of the Principal
Agreement shall continue in full force and effect and the Principal Agreement
and this Agreement shall be read and construed as one instrument.




4
            Representations
      and warranties




4.1
            Primary
      representations and warranties




Each
of the Relevant Parties represents and warrants to the Bank that:




2







4.1.1
            Existing
      representations and warranties




the
representations and warranties set out in clause 7 of the Principal
Agreement were true and correct on the date of the Principal Agreement and are
true and correct, including to the extent that they may have been or shall be
amended by this Agreement, as if made at the date of this Agreement with
reference to the facts and circumstances existing at such date;




4.1.2
            Corporate
      power




each
of the Relevant Parties has power to execute, deliver and perform its
obligations under the Relevant Documents to which it is or is to be a party; all
necessary corporate, shareholder and other action has been taken by each of the
Relevant Parties to authorise the execution, delivery and performance of the
Relevant Documents to which it is or is to be a party;




4.1.3
            Binding
      obligations




the
Relevant Documents to which it is or is to be a party constitute valid and
legally binding obligations of each of the Relevant Parties enforceable in
accordance with their terms;




4.1.4
            No
      conflict with other obligations




the
execution, delivery and performance of the Relevant Documents to which it is or
is to be a party by each of the Relevant Parties will not (i) contravene any
existing law, statute, rule or regulation or any judgment, decree or permit to
which any of the Relevant Parties 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 any of the Relevant Parties is a party or is
subject or by which it or any of its property is bound or (iii) contravene or
conflict with any provision of the constitutional documents of any of the
Relevant Parties or (iv) result in the creation or imposition of or oblige any
of the Relevant Parties to create any Encumbrance (other than a Permitted
Encumbrance) on any of the undertaking, assets, rights or revenues of any of the
Relevant Parties;




4.1.5
            No
      filings required




it
is not necessary to ensure the legality, validity, enforceability or
admissibility in evidence of any of the Relevant 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 the Relevant Documents and each of the
Relevant Documents is in proper form for its enforcement in the courts of each
Relevant Jurisdiction;




4.1.6
            Choice
      of law




the
choice of English law to govern the Relevant Documents and the submissions by
the Relevant Parties to the non-exclusive jurisdiction of the English courts are
valid and binding; and




4.1.7
            Consents
      obtained




every
consent, authorisation, licence or approval of, or registration or declaration
to, governmental or public bodies or authorities or courts required by any of
the Relevant Parties in connection with the execution, delivery, validity,
enforceability or admissibility in evidence of the Relevant Documents to which
it is or will become a party or the performance by any of the Relevant Parties
of their respective obligations under such documents has been obtained
or




3


made
and is in full force and effect and there has been no default in the observance
of any conditions or restrictions (if any) imposed in, or in connection with,
any of the same.




4.2
            Repetition
      of representations and warranties




Each
of the representations and warranties contained in clause 4.1 of this Agreement
and clause 7 of the form of the amended and restated Loan Agreement set out
in schedule 2 shall be deemed to be repeated by the Borrowers on the Effective
Date as if made with reference to the facts and circumstances existing on such
day.




5
            Conditions




5.1
            Documents
      and evidence




The
agreement of the Bank referred to in clause 2 shall be subject to the
receipt by the Bank or its duly authorised representative of the documents and
evidence specified in schedule 1 in form and substance satisfactory to the
Bank.




5.2
            General
      conditions precedent




The
agreement of the Bank referred to in clause 2 shall be further subject
to:




5.2.1
            the
      representations and warranties in clause 4 being true and correct on the
      Effective Date as if each was made with respect to the facts and
      circumstances existing at such time;
and




5.2.2
            no
      Default having occurred and continuing at the time of the Effective
      Date.




5.3
            Waiver
      of conditions precedent




The
conditions specified in this clause 5 are inserted solely for the benefit
of the Bank and may be waived by the Bank in whole or in part with or without
conditions.




6
            Relevant
      Parties’ confirmation




Each
of the Relevant Parties hereby confirms its consent to the amendments to the
Principal Agreement contained in this Agreement and agrees that:




6.1
            each
      of the Security Documents to which it is a party, and its obligations
      thereunder, shall remain in full force and effect notwithstanding the
      amendments made to the Principal Agreement by this Agreement (including,
      without limitation, the increase of the Commitment as provided herein and
      in the Loan Agreement);




6.2
            its
      obligations under the relevant Security Documents to which it is a party
      include any and all amounts owing by the Borrowers under the Principal
      Agreement as amended and restated by this Agreement including, without
      limitation, any amounts of principal advanced by the Bank to the Borrowers
      as a result of the increase of the Commitment to $43,160,000, interest and
      commitment commission thereon and any other amounts whatsoever owing by
      the Borrowers under the Principal Agreement as amended and restated by
      this Agreement; and




6.3
            with
      effect from the Effective Date, references to “the Agreement” or the
      “the Loan Agreement” in any
      of the Security Documents to which it is a party shall henceforth be
      references to the Principal Agreement as amended and restated by this
      Agreement and as from time to time hereafter
  amended.




4







7
            Fees
      and Expenses




7.1
            Expenses




The
Borrowers jointly and severally agree to pay to the Bank on a full indemnity
basis on demand all expenses (including legal and out-of-pocket expenses)
incurred by the Bank:




7.1.1
            in
      connection with the negotiation, preparation, execution and, where
      relevant, registration of this Agreement and the other Relevant Documents
      and of any amendment or extension of or the granting of any waiver or
      consent under this Agreement or the other Relevant
    Documents;




7.1.2
            in
      contemplation of, or otherwise in connection with, the enforcement of, or
      preservation of any rights under this Agreement or the other Relevant
      Documents or otherwise in respect of the monies owing and obligations
      incurred under this Agreement and the other Relevant
      Documents,




together
with interest at the rate referred to in clause 3.1 of the Principal
Agreement from the date on which such expenses were incurred to the date of
payment (as well after as before judgment).




7.2
            Value
      Added Tax




All
expenses payable pursuant to this clause 7 shall be paid together with
value added tax or any similar tax (if any) properly chargeable
thereon.




7.3
            Stamp
      and other duties




The
Borrowers jointly and severally agree to pay to the Bank on demand 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 this Agreement and
the other Relevant Documents and shall indemnify the Bank against any liability
arising by reason of any delay or omission by the Borrowers to pay such duties
or taxes.




7.4
            Fee




The
Borrowers shall pay to the Bank on the date of this Agreement an arrangement fee
in the amount of $19,600.




8
            Miscellaneous
      and notices




8.1
            Notices




The
provisions of clause 16.1 of the Principal Agreement shall extend and apply
to the giving or making of notices or demands hereunder as if the same were
expressly stated herein.




8.2
            Counterparts




This
Agreement may be executed in any number of counterparts and by the different
parties on separate counterparts, each of which when so executed and delivered
shall be an original but all counterparts shall together constitute one and the
same instrument.




5







8.3
            Borrowers’
      obligations




Notwithstanding
anything to the contrary contained in this Agreement, the agreements,
obligations and liabilities of the Borrowers herein contained are joint and
several and shall be construed accordingly. Each of the Borrowers agrees and
consents to be bound by this Agreement notwithstanding that the other Borrowers
which was intended to sign or be bound may not do so or be effectually bound and
notwithstanding that this Agreement may be invalid or unenforceable against the
other Borrowers whether or not the deficiency is known to the
Bank.  The Bank shall be at liberty to release any of the Borrowers
from this Agreement and to compound with or otherwise vary the liability or to
grant time and indulgence to make other arrangements with any of the Borrowers
without prejudicing or affecting the rights and remedies of the Bank against the
other Borrowers.




9
            Applicable
      law




9.1
            Law




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




9.2
            Submission
      to jurisdiction




Each
of the Relevant Parties agrees, for the benefit of the Bank, that any legal
action or proceedings arising out of or in connection with this Agreement
against any of the Relevant Parties or any of its assets may be brought in the
English courts.  Each of the Relevant Parties irrevocably and
unconditionally submits to the jurisdiction of such courts and irrevocably
designates, appoints and empowers Riches Consulting at present of Old Jarrets
Farmhouse, Brandfridge Lane, Balrombe, West Sussex RH17 2JR, 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 Relevant Parties 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 any of the Relevant Parties may have against the Bank arising out of or in
connection with this Agreement.




IN WITNESS whereof the parties
to this Agreement have caused this Agreement to be duly executed on the date
first above written.




6




Schedule 2




Form
of Amended and Restated Loan Agreement









Private
      & ConfidentialLOAN
      AGREEMENT
                  for
      a
                  Loan
      of up to US$43,160,000
                  to
                  ANDROS
      MARINE INC.
                  DILOS
      MARINE INC.
                  IOS
      MARINE INC.
                  SIFNOS
      MARINE INC.
                  and
                  TINOS
      MARINE INC.
                  provided
      by
                  THE
      ROYAL BANK OF SCOTLAND PLC
 
  Contents
  Clause
                  
                  Page1
                  Purpose
      and definitions
                  12
                  The
      Commitment and the Loan
                  233
                  Interest
      and Interest Periods
                  254
                  Repayment
      and prepayment
                  275
                  Fees,
      commitment commission and expenses
                  306
                  Payments
      and taxes; accounts and calculations
                  317
                  Representations
      and warranties
                  328
                  Undertakings
                  379
                  Conditions
                  4310
                  Events
      of Default
                  4411
                  Indemnities
                  4812
                  Unlawfulness
      and increased costs
                  4913
                  Security
      and set off
                  5014
                  Operating
      Accounts
                  5115
                  Assignment,
      transfer and lending office
                  5216
                  Notices
      and other matters
                  5317
                  Governing
      law and jurisdiction
                  58
 Schedule
      1 Form of Drawdown Notice
                    59Schedule
      2 Documents and evidence required as conditions precedent
                    61Schedule
      3 Pre-delivery Advances per Ship
                    76Schedule
      4 Form of Insurance Letter
                    77Schedule
      5 Form of Interest Period Letter
                    78Schedule
      6 Calculation of Additional Cost
                    80
 THIS AGREEMENT is dated 5 July
2007 as amended and restated by a supplemental agreement dated 12 September 2008
and made BETWEEN:
  (1)
              ANDROS MARINE INC.,
      DILOS MARINE
      INC.,IOS MARINE
      INC.,SIFNOS
      MARINE INC.andTINOS MARINE INC.as joint and several Borrowers;
    and
  (2)
              THE ROYAL BANK OF SCOTLAND
      PLC 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 Borrowers, jointly and severally, a loan of up
to Forty three million one hundred and sixty thousand Dollars ($43,160,000) in
twenty five (25) Advances to be used for the purpose of financing part of the
Total Construction Cost of all the Ships.
  1.2
              Definitions
  In this
Agreement, unless the context otherwise requires:
  “Additional Cost” means, in
relation to any period, a percentage calculated for such period at an annual
rate determined in the manner set out in schedule 6;
  “Advances” means each borrowing
of a proportion of the Commitment by the Borrowers or (as the context may
require) the principal amount of such borrowing, it includes (i) each Andros
Pre-delivery Advance, (ii) the Andros Delivery Advance, (iii) each Dilos
Pre-delivery Advance, (iv) the Dilos Delivery Advance, (v) each Ios Pre-delivery
Advance, (vi) the Ios Delivery Advance, (vii) each Sifnos Pre-delivery Advance,
(viii) the Sifnos Delivery Advance, (ix) each Tinos Pre-delivery Advance and (x)
the Tinos Delivery Advance, and:
  (a)
              in
      relation to the Andros Ship and the Andros Tranche, it means the Andros
      Advances;
  (b)
              in
      relation to the Dilos Ship and the Dilos Tranche, it means the Dilos
      Advances;
  (c)
              in
      relation to the Ios Ship and the Ios Tranche, it means the Ios
      Advances;
  (d)
              in
      relation to the Sifnos Ship and the Sifnos Tranche, it means the Sifnos
      Advances; or
  (e)
              in
      relation to the Tinos Ship and the Tinos Tranche, it means the Tinos
      Advances,
  and
“Advance” means any of
them;
  “Andros Advances” means,
together, the Andros Pre-delivery Advances and the Andros Delivery Advance and
“Andros Advance” means
any of them;
  “Andros Borrower” means Andros Marine
Inc. of 80 Broad Street, Monrovia, Republic of Liberia and includes its
successors in title;
  “Andros Contract” means the
shipbuilding contract dated 25 May 2007, made between the Builder and the Andros
Borrower, as amended by addendum number 1 thereto dated 28 June 2007, further
amended by addendum number 2 dated 16 June 2008 and as may be further amended,
supplemented, varied, replaced or novated from time to time with the prior
written consent of the Bank, relating to the construction and sale by the
Builder, and the purchase by the Andros Borrower, of the Andros
Ship;
   1
  “Andros Contract Assignment Consent and
Acknowledgement” means the acknowledgement of notice of, and consent to,
the assignment in respect of the Andros Contract to be given by the Builder in
the form scheduled to the Andros Pre-delivery Security Assignment;
  “Andros Contract Price” means Nine
million five hundred and ninety thousand Dollars ($9,590,000) or such other
lesser sum in Dollars as may be payable by the Andros Borrower to the Builder
pursuant to the Andros Contract as the purchase price for the Andros Ship
thereunder;
  “Andros Deed of Covenant” means the
first priority deed of covenant and/or general assignment collateral to the
Andros Mortgage executed or (as the context may require) to be executed by the
Andros Borrower in favour of the Bank in such form as the Bank may require in
its sole discretion;
  “Andros Delivery Advance” means
an Advance of up to $3,800,400 made or (as the context may require) to be made
available to the Borrowers for the purpose of (a) financing in part the final
instalment of the Andros Contract Price falling due on the Delivery Date for the
Andros Ship and (b) (as to the balance) financing the payment of any other part
of the Total Construction Cost for the Andros Ship previously paid by the Andros
Borrower and not financed by this Agreement;
  “Andros First Advance” means an
Advance of up to $631,200 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing in part the payment of
the first instalment of the Andros Contract Price falling due before the
Delivery Date for the Andros Ship as set out in schedule 3;
  “Andros Fourth Advance” means
an Advance of up to $946,800 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing in part the payment of
the fourth instalment of the Andros Contract Price falling due before the
Delivery Date for the Andros Ship as set out in schedule 3;
  “Andros Management Agreement” means
the management agreement made or (as the context may require) to be made between
the Andros Borrower and the Manager in a form previously approved in writing by
the Bank providing (inter
alia) for the Manager to manage the Andros Ship;
  “Andros Manager’s Undertaking” means
the first priority undertaking and assignment in relation to the Andros Ship
executed or (as the context may require) to be executed by the Manager in favour
of the Bank in such form as the Bank may require in its sole
discretion;
  “Andros Mortgage” means the first
priority or (as the case may be) preferred mortgage of the Andros Ship executed
or (as the context may require) to be executed by the Andros Borrower in favour
of the Bank in such form as the Bank may require in its sole
discretion;
  “Andros Operating Account”
means an interest bearing Dollar account of the Andros Borrower opened or (as
the context may require) to be opened by the Andros Borrower with the Bank and
includes any sub-accounts thereof and any other account designated in writing by
the Bank to be an Andros Operating Account for the purposes of this
Agreement;
  “Andros Pre-delivery Advances” means,
together, the Andros First Advance, the Andros Second Advance, the Andros Third
Advance and the Andros Fourth Advance and “Andros Pre-delivery Advance”
means any of them;
  “Andros Pre-delivery Security
Assignment” means the assignment of the Andros Contract and the Andros
Refund Guarantees dated 5 July 2007 executed by the Andros Borrower in favour of
the Bank;
  “Andros Refund Guarantee Assignment Consent
and Acknowledgement” means, in relation to each Andros Refund Guarantee,
an acknowledgement of notice of, and consent to, the assignment in respect of
that Andros Refund Guarantee to be given by a Refund Guarantor in the
form scheduled to the Andros Pre-delivery Security Assignment and “Andros Refund Guarantee Assignment Consents
and Acknowledgements” means any or all of them;
   2
  “Andros Refund Guarantees” means,
together, the letter of guarantee no. LGD6600200700014 dated 8 June 2007 (as
amended on 3 July 2007) issued by Bank of Communications, Fuzhou Branch as
Refund Guarantor in respect of certain of the Builder’s obligations under the
Andros Contract and any other letters of guarantee issued or to be issued by a
Refund Guarantor in respect of the Builder’s obligations under the Andros
Contract, pursuant to the Andros Contract or any agreement supplemental to the
Andros Contract, and any extensions, renewals, amendments, supplements or
replacements to or of any such guarantee(s), in each case in form and substance
acceptable to the Bank in its sole discretion and “Andros Refund Guarantee” means any of
them;
  “Andros Second Advance” means
an Advance of up to $1,746,800 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing in part the payment of
the second instalment of the Andros Contract Price falling due before the
Delivery Date for the Andros Ship as set out in schedule 3;
  “Andros Ship” means the 3,800 dwt
(approximately) double-hull oil product tanker currently known as Hull No.
DN-3800-11, to be constructed and sold by the Builder to the Andros Borrower
pursuant to the Andros Contract and to be registered on the Delivery Date for
such Ship in the ownership of the Andros Borrower through the relevant Registry
under the laws and flag of the relevant Flag State;
  “Andros Third Advance” means an
Advance of up to $1,506,800made or (as the context may require) to be made
available to the Borrowers for the purpose of financing in part the payment of
the third instalment of the Andros Contract Price falling due before the
Delivery Date for the Andros Ship as set out in schedule 3;
  “Andros Tranche” means a
tranche of the Loan of up to $8,632,000 to be drawn down in not more than five
(5) Advances (being the Andros Advances) or (as the context may require) the
aggregate principal amount thereof undertaking at any relevant
time;
  “Assignee” has the meaning
ascribed thereto in clause 15.3;
  “Bank” means The Royal Bank of
Scotland plc whose registered office is at 36 St. Andrew Square, Edinburgh EH2
2YB, Scotland acting for the purposes of this Agreement through its branch at 45
Akti Miaouli, 185 36 Piraeus, Greece (or of such other address as may last have
been notified to the Borrowers pursuant to clause 15.6) and includes its
successors in title, Assignees and/or Transferees;
  “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 incurred 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:
  (a)
              in
      relation to the Andros Ship, the Andros
  Borrower;
   3
  (b)
              in
      relation to the Dilos Ship, the Dilos
Borrower;
  (c)
              in
      relation to the Ios Ship, the Ios
Borrower;
  (d)
              in
      relation to the Sifnos Ship, the Sifnos Borrower;
  or
  (e)
              in
      relation to the Tinos Ship, the Tinos
Borrower,
  and
“Borrowers” means any or
all of them;
  “Borrowers’ Security Documents”
means, at any relevant time, such of the Security Documents as shall have been
executed by any of the Borrowers at such time;
  “Builder” means Fujian
Southeast Shipyard, a corporation duly organized and existing under the laws of
the People’s Republic of China, having its registered office at 7# Jianshe Road,
Economic Technical Development Zone of Fuzhou, Fujian Province, The People’s
Republic of China and includes its successors in title;
  “Casualty Amount” means, in
relation to each Ship, Two hundred and fifty thousand Dollars ($250,000) or the
equivalent in any other currency;
  “Classification” means, in
relation to each Ship, the classification “+A1 OIL CARRIER (E) ESP,
FP.<60oC, + ACC
+ AMS” with the relevant Classification Society or such other classification as
the Bank shall, at the request of a Borrower, have agreed in writing shall be
treated as the Classification in relation to such Borrower’s Ship for the
purposes of the relevant Ship Security Documents;
  “Classification Society” means,
in relation to each Ship, American Bureau of Shipping or such other
classification society which the Bank shall, at the request of a Borrower, have
agreed in writing shall be treated as the Classification Society in relation to
such Borrower’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 on Safety of
Life at Sea 1974 (as amended) and includes any amendments or extensions thereto
and any regulation issued pursuant thereto;
  “Commitment” means the amount
which the Bank has agreed to lend to the Borrowers 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 that 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;
  “Contract” means:
  (a)
              in
      relation tothe Andros Ship,
      the Andros Contract;
  (b)
              in
      relation tothe Dilos Ship,
      the Dilos Contract;
  (c)
              in
      relation tothe Ios Ship, the
      Ios Contract;
  (d)
              in
      relation tothe Sifnos Ship,
      the Sifnos Contract; or
  (e)
              in
      relation tothe Tinos Ship,
      the Tinos Contract,
  and
“Contracts” means any or
all of them;
   4
  “Contract Assignment Consent and
Acknowledgement” means:
  (a)
              in
      relation tothe Andros Ship,
      the Andros Contract Assignment Consent and
  Acknowledgement;
  (b)
              in
      relation tothe Dilos Ship,
      the Dilos Contract Assignment Consent and
  Acknowledgement;
  (c)
              in
      relation tothe Ios Ship, the
      Ios Contract Assignment Consent and
  Acknowledgement;
  (d)
              in
      relation tothe Sifnos Ship,
      the Sifnos Contract Assignment Consent and Acknowledgement;
    or
  (e)
              in
      relation tothe Tinos Ship,
      the Tinos Contract Assignment Consent and
  Acknowledgement,
  and
“Contract Assignment Consents
and Acknowledgements” means any or all of them;
  “Contract Price”
means:
  (a)
              in
      relation to theAndros Ship, the
      Andros Contract Price;
  (b)
              in
      relation totheDilos Ship, the
      Dilos Contract Price;
  (c)
              in
      relation to theIos Ship, the Ios
      Contract Price;
  (d)
              in
      relation to the Sifnos Ship, the Sifnos Contract Price;
  or
  (e)
              in
      relation tothe Tinos Ship,
      the Tinos Contract Price,
  and
“Contract Prices” means
any or all of them;
  “Corporate Guarantee” means the
corporate guarantee dated 5 July 2007 executed by the Corporate Guarantor in
favour of the Bank;
  “Corporate Guarantor” means
Aegean Marine Petroleum Network Inc. of Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MH96960 and includes its successors in
title;
  “Credit Support Document” has
the meaning given to that expression in section 14 of the Master Swap
Agreement and as set out in paragraph (f) of Part 4 of the Schedule to
the Master Swap Agreement;
  “Credit Support Provider” means
any person defined as such in the Master Swap Agreement pursuant to
section 14 of the Master Swap Agreement;
  “Deed of Covenant”
means:
  (a)
              in
      relation tothe Andros Ship,
      the Andros Deed of Covenant;
  (b)
              in
      relation tothe Dilos Ship,
      the Dilos Deed of Covenant;
  (c)
              in
      relation tothe Ios Ship, the
      Ios Deed of Covenant;
  (d)
              in
      relation tothe Sifnos Ship,
      the Sifnos Deed of Covenant; or
   5
  (e)
              in
      relation tothe Tinos Ship,
      the Tinos Deed of Covenant,
  and
“Deeds of Covenant”
means any or all 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;
  “Delivery” means, in relation
to each Ship, the delivery of such Ship by the Builder to, and the acceptance of
such Ship by, the relevant Borrower pursuant to the relevant
Contract;
  “Delivery
Advance”:
  (a)
              in
      relation tothe Andros Ship
      and the Andros Tranche, means the Andros Delivery
  Advance;
  (b)
              in
      relation tothe Dilos Ship
      and the Dilos Tranche, means the Dilos Delivery
  Advance;
  (c)
              in
      relation tothe Ios Ship and
      the Ios Tranche, means the Ios Delivery
Advance;
  (d)
              in
      relation tothe Sifnos Ship
      and the Sifnos Tranche, means the Sifnos Delivery Advance;
    or
  (e)
              in
      relation tothe Tinos Ship
      and the Tinos Tranche, means the Tinos Delivery
  Advance,
  and
“Delivery Advances”
means any or all of them;
  “Delivery Date” means, in
relation to each Ship, the date upon which its Delivery occurs;
  “Dilos Advances” means,
together, the Dilos Pre-delivery Advances and the Dilos Delivery Advance and
“Dilos Advance” means
any of them;
  “Dilos Borrower” means Dilos Marine
Inc. of 80 Broad Street, Monrovia, Republic of Liberia and includes its
successors in title;
  “Dilos Contract” means the
shipbuilding contract dated 25 May 2007, made between the Builder and the Dilos
Borrower, as amended by addendum number 1 thereto dated 28 June 2007, further
amended by addendum number 2 dated 16 June 2008 and as may be further amended,
supplemented, varied, replaced or novated from time to time with the prior
written consent of the Bank, relating to the construction and sale by the
Builder, and the purchase by the Dilos Borrower, of the Dilos Ship;
  “Dilos Contract Assignment Consent and
Acknowledgement” means the acknowledgement of notice of, and consent to,
the assignment in respect of the Dilos Contract to be given by the Builder in
the form scheduled to the Dilos Pre-delivery Security Assignment;
  “Dilos Contract Price” means Nine
million five hundred and ninety thousand Dollars ($9,590,000) or such other
lesser sum in Dollars as may be payable by the Dilos Borrower to the Builder
pursuant to the Dilos Contract as the purchase price for the Dilos Ship
thereunder;
  “Dilos Deed of Covenant” means the
first priority deed of covenant and/or general assignment collateral to the
Dilos Mortgage executed or (as the context may require) to be executed by the
Dilos Borrower in favour of the Bank in such form as the Bank may require in its
sole discretion;
  “Dilos Delivery Advance” means
an Advance of up to $3,800,400 made or (as the context may require) to be made
available to the Borrowers for the purpose of (a) financing in part the final
instalment of the Dilos Contract Price falling due on the Delivery Date for the
Dilos Ship and (b) (as to the balance) financing the payment of any other part
of the Total Construction Cost for the Dilos Ship previously paid by the Dilos
Borrower and not financed by this Agreement;
   6
  “Dilos First Advance” means an
Advance of up to $631,200 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing in part the payment of
the first instalment of the Dilos Contract Price falling due before the Delivery
Date for the Dilos Ship as set out in schedule 3;
  Dilos Management Agreement” means
the management agreement made or (as the context may require) to be made between
the Dilos Borrower and the Manager in a form previously approved in writing by
the Bank providing (inter
alia) for the Manager to manage the Dilos Ship;
  “Dilos Fourth Advance” means an
Advance of up to $946,800 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing in part the payment of
the fourth instalment of the Dilos Contract Price falling due before the
Delivery Date for the Dilos Ship as set out in schedule 3;
  “Dilos Manager’s Undertaking” means
the first priority undertaking and assignment in relation to the Dilos Ship
executed or (as the context may require) to be executed by the Manager in favour
of the Bank in such form as the Bank may require in its sole
discretion;
  “Dilos Mortgage” means the first
priority or (as the case may be) preferred mortgage of the Dilos Ship executed
or (as the context may require) to be executed by the Dilos Borrower in favour
of the Bank in such form as the Bank may require in its sole
discretion;
  “Dilos Operating Account” means an
interest bearing Dollar account of the Dilos Borrower opened or (as the context
may require) to be opened by the Dilos Borrower with the Bank and includes any
sub-accounts thereof and any other account designated in writing by the Bank to
be a Dilos Operating Account for the purposes of this Agreement;
  “Dilos Pre-delivery Advances” means,
together, the Dilos First Advance, the Dilos Second Advance, the Dilos Third
Advance and the Dilos Fourth Advance and “Dilos Pre-delivery Advance”
means any of them;
  “Dilos Pre-delivery Security
Assignment” means the assignment of the Dilos Contract and the Dilos
Refund Guarantees dated 5 July 2007 executed by the Dilos Borrower in favour of
the Bank;
  “Dilos Refund Guarantee Assignment Consent
and Acknowledgement” means, in relation to each Dilos Refund Guarantee,
an acknowledgement of notice of, and consent to, the assignment in respect of
that Dilos Refund Guarantee to be given by a Refund Guarantor in the form
scheduled to the Dilos Pre-delivery Security Assignment and “Dilos Refund Guarantee Assignment Consents
and Acknowledgements” means any or all of them;
  “Dilos Refund Guarantees” means,
together, the letter of guarantee no. LGD6600200700013 dated 8 June 2007 (as
amended on 3 July 2007) issued by Bank of Communications, Fuzhou Branch as
Refund Guarantor in respect of certain of the Builder’s obligations under the
Dilos Contract and any other letters of guarantee issued or to be issued by a
Refund Guarantor in respect of the Builder’s obligations under the Dilos
Contract, pursuant to the Dilos Contract or any agreement supplemental to the
Dilos Contract, and any extensions, renewals or replacements, amendments,
supplements to or of any such guarantee(s), in each case in form and substance
acceptable to the Bank in its sole discretion and “Dilos Refund Guarantee” means any of
them;
  “Dilos Second Advance” means an
Advance of up to $1,746,800 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing in part the payment of
the second instalment of the Dilos Contract Price falling due before the
Delivery Date for the Dilos Ship as set out in schedule 3;
  “Dilos Ship” means the 3,800 dwt
(approximately) double-hull oil product tanker currently known as Hull No.
DN-3800-12, to be constructed and sold by the Builder to the Dilos Borrower
pursuant to the Dilos Contract and to be registered on the Delivery Date for
such Ship in the ownership
of the Dilos Borrower through the relevant Registry under the laws and flag of
the relevant Flag State;
   7
  “Dilos Third Advance” means an
Advance of up to $1,506,800 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing in part the payment of
the third instalment of the Dilos Contract Price falling due before the Delivery
Date for the Dilos Ship as set out in schedule 3;
  “Dilos Tranche” means a tranche
of the Loan of up to $8,632,000 to be drawn down by not more than five (5)
Advances (being the Dilos Advances) or (as the context may require) the
aggregate principal amount thereof undertaking at any relevant
time;
  “DOC” means a document of
compliance issued to an Operator in accordance with rule 13 of the
Code;
  “Dollars” and “$” 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, in
relation to an Advance, any date, being a Banking Day falling during the
relevant Drawdown Period, on which the Borrowers request that Advance to be made
as specified in the relevant Drawdown Notice (whether or not such Advance is
actually made or not);
  “Drawdown Notice” means a
notice substantially in the terms of schedule 1;
  “Drawdown Period” means, in
relation to an Advance, the period commencing on the date of this Agreement and
ending on the relevant Termination Date or the period ending on such earlier
date (if any) on which (a) the aggregate amount of all Advances is equal to the
Commitment or (b) the Commitment is reduced to zero pursuant to
clauses 4.3, 10.2 or 12 or (c) Delivery of the Ship relevant to such
Advance occurs;
  “Earnings” means, in relation
to a Ship, all moneys whatsoever from time to time due or payable to a Borrower
during the Security Period arising out of the use or operation of such
Borrower’s Ship including (but without limiting the generality of the foregoing)
all freight, hire and passage moneys, income arising out of pooling
arrangements, compensation payable to such Borrower in the event of requisition
of such Borrower’s Ship for hire, remuneration for salvage or towage services,
demurrage and detention moneys and damages for breach (or payment for variation
or termination) of any charterparty or other contract for the employment of such
Borrower’s 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 Borrower or any other Relevant Party or any person
having a contractual relationship with any Borrower 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 any 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 material 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;
   8
  “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;
  “First Advance”:
  (a)
              in
      relation tothe Andros Ship
      and the Andros Tranche, means the Andros First
  Advance;
  (b)
              in
      relation tothe Dilos Ship
      and the Dilos Tranche, means the Dilos First
  Advance;
  (c)
              in
      relation tothe Ios Ship and
      the Ios Tranche, means the Ios First
Advance;
  (d)
              in
      relation tothe Sifnos Ship
      and the Sifnos Tranche, means the Sifnos First Advance;
  or
  (e)
              in
      relation tothe Tinos Ship
      and the Tinos Tranche, means the Tinos First
  Advance,
  and
“First Advances” means
any or all of them;
  “First Repayment Date” means,
in relation to each Tranche (and subject to clause 6.3), the date falling three
(3) months after the earlier of (a) the Drawdown Date of the Delivery Advance
relevant to such Tranche and (b) the Termination Date for the Delivery Advance
relevant to such Tranche;
  “Flag State” means, in relation
to each Ship, such state or territory designated in writing by the Bank in its
absolute discretion, at the request of the relevant Borrower, as being the
“Flag State” of such
Ship for the purposes of the relevant Ship Security Documents;
  “Fourth Advance”:
  (a)
              in
      relation to the Andros Ship and the Andros Tranche, means the Andros
      Fourth Advance;
  (b)
              in
      relation to the Dilos Ship and the Dilos Tranche, means the Dilos Fourth
      Advance;
  (c)
              in
      relation to the Ios Ship and the Ios Tranche, means the Ios Fourth
      Advance;
  (d)
              in
      relation to the Sifnos Ship and the Sifnos Tranche, means the Sifnos
      Fourth Advance; or
  (e)
              in
      relation to the Tinos Ship and the Tinos Tranche, means the Tinos Fourth
      Advance,
  and
      “Fourth Advances”
      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 the Corporate
Guarantor and its Subsidiaries from time to time (including, for the avoidance
of doubt, the Borrowers and the Manager) and “member of Group” shall be
construed accordingly;
   9
  “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;
  “Insurance Letter” means, in
respect of a Ship, a letter from the Borrower owning such Ship in the form set
out in schedule 4;
  “Insurances” means, in relation
to a Ship, all policies and contracts of insurance (which expression includes
all entries of that 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 relevant Borrower (whether in the sole
name of such Borrower, or in the joint names of such Borrower and the Bank or
otherwise) in respect of such Borrower’s 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, in
relation to any Advance or Tranche, each period for the calculation of interest
in respect of such Advance or, as the case may be, Tranche, ascertained in
accordance with clauses 3.2and3.3;
  “Interest Period Letter” means
the letter addressed by the Borrowers to the Bank, such letter to be
substantially in the form set out in schedule 5;
  “Ios Advances” means, together,
the Ios Pre-delivery Advances and the Ios Delivery Advance and “Ios Advance” means any of
them;
  “Ios Borrower” means Ios Marine
Inc. of 80 Broad Street, Monrovia, Republic of Liberia and includes its
successors in title;
  “Ios Contract” means the
shipbuilding contract dated 25 May 2007, made between the Builder and the Ios
Borrower, as amended by addendum number 1 thereto dated 28 June 2007, further
amended by addendum number 2 dated 16 June 2008 and as may be further amended,
supplemented, varied, replaced or novated from time to time with the prior
written consent of the Bank, relating to the construction and sale by the
Builder, and the purchase by the Ios Borrower, of the Ios Ship;
  “Ios Contract Assignment Consent and
Acknowledgement” means the acknowledgement of notice of, and consent to,
the assignment in respect of the Ios Contract to be given by the Builder in the
form scheduled to the Ios Pre-delivery Security Assignment;
  “Ios Contract Price” means Nine
million five hundred and ninety thousand Dollars ($9,590,000) or such other
lesser sum in Dollars as may be payable by the Ios Borrower to the Builder
pursuant to the Ios Contract, as the purchase price for the Ios Ship
thereunder;
  “Ios Deed of Covenant” means the
first priority deed of covenant and/or general assignment collateral to the Ios
Mortgage executed or (as the context may require) to be executed by the Ios
Borrower in favour of the Bank in such form as the Bank may require in its sole
discretion;
  “Ios Delivery Advance” means an
Advance of up to $3,800,400 made or (as the context may require) to be made
available to the Borrowers for the purpose of (a) financing in part the final
instalment of the Ios Contract Price falling due on the Delivery Date for the
Ios Ship and (b) (as to the balance) financing the payment of any other part of
the Total Construction Cost for the Ios Ship previously paid by the Ios Borrower
and not financed by this Agreement;
  “Ios First Advance” means an
Advance of up to $631,200 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing in part the payment of
the first instalment of the Ios Contract Price falling due before the Delivery
Date of the Ios Ship as set out in schedule 3;
   10
  “Ios Fourth Advance” means an
Advance of up to $946,800 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing in part the payment of
the fourth instalment of the Ios Contract Price falling due before the Delivery
Date for the Ios Ship as set out in schedule 3;
  “Ios Management Agreement” means
the management agreement made or (as the context may require) to be made between
the Ios Borrower and the Manager in a form previously approved in writing by the
Bank providing (inter
alia) for the Manager to manage the Ios Ship;
  “Ios Manager’s Undertaking” means
the first priority undertaking and assignment in relation to the Ios Ship
executed or (as the context may require) to be executed by the Manager in favour
of the Bank in such form as the Bank may require in its sole
discretion;
  “Ios Mortgage” means the first
priority or (as the case may be) preferred mortgage of the Ios Ship executed or
(as the context may require) to be executed by the Ios Borrower in favour of the
Bank in such form as the Bank may require in its sole discretion;
  “Ios Operating Account” means an
interest bearing Dollar account of the Ios Borrower opened or (as the context
may require) to be opened by the Ios Borrower with the Bank and includes any
sub-accounts thereof and any other account designated in writing by the Bank to
be a Ios Operating Account for the purposes of this Agreement;
  “Ios Pre-delivery Advances” means,
together, the Ios First Advance, the Ios Second Advance, the Ios Third Advance
and the Ios Fourth Advance and “Ios Pre-delivery Advance”
means any of them;
  “Ios Pre-delivery Security
Assignment” means the assignment of the Ios Contract and the Ios Refund
Guarantees dated 5 July 2007 executed by the Ios Borrower in favour of the
Bank;
  “Ios Refund Guarantee Assignment Consent
and Acknowledgement” means, in relation to each Ios Refund Guarantee, an
acknowledgement of notice of, and consent to, the assignment in respect of that
Ios Refund Guarantee to be given by a Refund Guarantor in the form scheduled to
the Ios Pre-delivery Security Assignment and “Ios Refund Guarantee Assignment Consents
and Acknowledgements” means any or all of them;
  “Ios Refund Guarantees” means,
together, the letter of guarantee no. LGD6600200700012 dated 8 June 2007 (as
amended on 3 July 2007) issued by Bank of Communications, Fuzhou Branch as
Refund Guarantor in respect of certain of the Builder’s obligations under the
Ios Contract and any other letters of guarantee issued or to be issued by a
Refund Guarantor in respect of the Builder’s obligations under the Ios Contract,
pursuant to the Ios Contract or any agreement supplemental to the Ios Contract,
and any extensions, renewals or replacements, amendments, supplements to or of
any such guarantee(s), in each case in form and substance acceptable to the Bank
in its sole discretion and “Ios Refund Guarantee” means any of
them;
  “Ios Second Advance” means an
Advance of up to $1,746,800 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing in part the payment of
the second instalment of the Ios Contract Price falling due before the Delivery
Date for the Ios Ship as set out in schedule 3;
  “Ios Ship” means the 3,800 dwt
(approximately) double-hull oil product tanker currently known as Hull No.
DN-3800-13, to be constructed and sold by the Builder to the Ios Borrower
pursuant to the Ios Contract and to be registered on the Delivery Date for such
Ship in the ownership of the Ios Borrower through the relevant Registry under
the laws and flag of the relevant Flag State;
  “Ios Third Advance” means an
Advance of up to $1,506,800 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing in part the payment of
the third instalment of the Ios Contract Price falling due before the Delivery
Date for the Ios Ship as set out in schedule 3;
   11
  “Ios Tranche” means a tranche
of the Loan of up to $8,632,000 to be drawn down in not more than five (5)
Advances (being the Ios Advances) or (as the context may require) the aggregate
principal amount thereof undertaking at any relevant time;
  “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 an International
Ship Security Certificate issued in respect of a Ship pursuant to the ISPS
Code;
  “LIBOR” means, in relation to a
particular period, the rate determined by the Bank to be that at which deposits
in Dollars and in an amount comparable with the amount in relation to which
LIBOR is to be determined and for a period equal to the relevant period were
being offered by the Bank to prime banks in the London Interbank Market at or
about 11:00 a.m. on the second Banking Day before the first day of such period,
provided that if the Borrowers shall at any time enter into any Transaction(s)
under the Master Swap Agreement, LIBOR shall (during the period when any such
Transaction(s) are effective and for an amount equal to the notional amount of
such Transaction(s)) be the rate for deposits in Dollars for a period equivalent
to such period at or about 11:00 a.m. on the second Banking Day before the first
day of such period as displayed on Reuters page LIBOR 01 (British Bankers’
Association Interest Settlement Rates) (or such other page as may replace such
page LIBOR 01 on such system or on any other system of the information vendor
for the time being designated by the British Bankers’ Association to calculate
the BBA Interest Settlement Rate (as defined in the British Bankers’
Association’s Recommended Terms and Conditions (“BBAIRS” terms) dated August,
1996) for Dollars);
  “Loan” means the aggregate
principal amount owing to the Bank under this Agreement at any relevant
time;
  “Management Agreement”
means:
  (a)
              in
      relation tothe Andros Ship,
      the Andros Management Agreement;
  (b)
              in
      relation tothe Dilos Ship,
      the Dilos Management Agreement;
  (c)
              in
      relation tothe Ios Ship, the
      Ios Management Agreement;
  (d)
              in
      relation tothe Sifnos Ship,
      the Sifnos Management Agreement; or
  (e)
              in
      relation tothe Tinos Ship,
      the Tinos Management Agreement,
  and
“Management Agreements”
means any or all of them;
  “Manager” means, in relation to
each Ship, Aegean Bunkering Services Inc. of Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro, Marshall Islands MH96960 or any other person
appointed by the relevant Borrower, with the prior written consent of the Bank,
as the manager of such Ship and, in each such case, includes its successors in
title;
  “Manager's Undertaking”
means:
  (a)
              in
      relation to the Andros Ship, the Andros Manager’s
    Undertaking;
  (b)
              in
      relation to the Dilos Ship, the Dilos Manager’s
    Undertaking;
  (c)
              in
      relation to the Ios Ship, the Ios Manager’s
  Undertaking;
  (d)
              in
      relation to the Sifnos Ship, the Sifnos Manager’s Undertaking;
      or
   12
  (e)
              in
      relation to the Tinos Ship, the Tinos Manager’s
    Undertaking;
  and
“Manager’s Undertakings”
means any or all of them;
  “Margin” means:
  (a)
              from
      the date of this Agreement until the date of the Supplemental Agreement,
      zero point nine per cent (0.9%) per annum
;and
  (b)
              from
      the date of the Supplemental Agreement and at all times thereafter, one
      per cent (1%) per annum;
  “Master Agreement Security
Deed” means the security deed dated 5 July 2007 executed by the Borrowers
in favour of the Bank;
  “Master Swap Agreement” means
the agreement made between the Bank and the Borrowers dated as of 5 July 2007
comprising an ISDA Master Agreement, a schedule thereto and any Confirmations
(as defined therein) supplemental thereto;
  “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 (i) 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 (ii) 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:
  (a)
              in
      relation tothe Andros Ship,
      the Andros Mortgage;
  (b)
              in
      relation tothe Dilos Ship,
      the Dilos Mortgage;
  (c)
              in
      relation tothe Ios Ship, the
      Ios Mortgage;
  (d)
              in
      relation tothe Sifnos Ship,
      the Sifnos Mortgage; or
  (e)
              in
      relation tothe Tinos Ship,
      the Tinos Mortgage,
  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
whichever shall be the earlier of (a) the Drawdown Date of the Delivery Advance
for that Ship and (b) 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 to be paid by
the Bank pursuant to clause 4.3 following the 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:
  (a)
              in
      relation tothe Andros Ship,
      the Andros Operating Account;
  (b)
              in
      relation to the Dilos Ship, the Dilos Operating
  Account;
  (c)
              in
      relation to the Ios Ship, the Ios Operating
  Account;
   13
  (d)
              in
      relation tothe Sifnos Ship,
      the Sifnos Operating Account; or
  (e)
              in
      relation tothe Tinos Ship,
      the Tinos Operating Account,
  and
“Operating Accounts”
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;
  “Permitted Encumbrance” means
any Encumbrance in favour of the Bank created pursuant to the Security
Documents, the First Mortgage Documents and Permitted Liens;
  “Permitted Liens” means, in
relation to each Ship, any lien on that 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 relevant Casualty
Amount;
  “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;
  “Pre-delivery
Advances”:
  (a)
              in
      relation tothe Andros Ship
      and the Andros Tranche, means the Andros Pre-delivery
      Advances;
  (b)
              in
      relation tothe Dilos Ship
      and the Dilos Tranche, means the Dilos Pre-delivery
    Advances;
  (c)
              in
      relation tothe Ios Ship and
      the Ios Tranche, means the Ios Pre-delivery
  Advances;
  (d)
              in
      relation tothe Sifnos Ship
      and the Sifnos Tranche, means the Sifnos Pre-delivery Advances;
      or
  (e)
              in
      relation tothe Tinos Ship
      and the Tinos Tranche, means the Tinos Pre-delivery
    Advances,
  and
“Pre-delivery Advance”
means any of them;
  “Pre-delivery Security
Assignment” means:
  (a)
              in
      relation tothe Andros Ship,
      the Andros Pre-delivery Security
Assignment;
  (b)
              in
      relation tothe Dilos Ship,
      the Dilos Pre-delivery Security
Assignment;
  (c)
              in
      relation tothe Ios Ship, the
      Ios Pre-delivery Security
Assignment;
  (d)
              in
      relation tothe Sifnos Ship,
      the Sifnos Pre-delivery Security Assignment;
or
  (e)
              in
      relation tothe Tinos Ship,
      the Tinos Pre-delivery Security
Assignment,
  and
“Pre-delivery Security
Assignments” means any or all of them;
  “Refund Guarantee”
means:
  (a)
              in
      relation tothe Andros Ship,
      any Andros Refund Guarantee;
  (b)
              in
      relation tothe Dilos Ship,
      any Dilos Refund Guarantee;
   14
  (c)
              in
      relation tothe Ios Ship, any
      Ios Refund Guarantee;
  (d)
              in
      relation tothe Sifnos Ship,
      any Sifnos Refund Guarantee; or
  (e)
              in
      relation tothe Tinos Ship,
      any Tinos Refund Guarantee,
  and
“Refund Guarantees”
means any or all of them;
  “Refund Guarantee Assignment Consent
and Acknowledgement” means:
  (a)
              in
      relation tothe Andros Ship,
      any Andros Refund Guarantee Assignment Consent and
      Acknowledgement;
  (b)
              in
      relation tothe Dilos Ship,
      any Dilos Refund Guarantee Assignment Consent and
      Acknowledgement;
  (c)
              in
      relation tothe Ios Ship, any
      Ios Refund Guarantee Assignment Consent and
    Acknowledgement;
  (d)
              in
      relation tothe Sifnos Ship,
      any Sifnos Refund Guarantee Assignment Consent and Acknowledgement;
      or
  (e)
              in
      relation tothe Tinos Ship,
      any Tinos Refund Guarantee Assignment Consent and
      Acknowledgement,
  and
“Refund Guarantee Assignment
Consents and Acknowledgements” means any or all of them;
  “Refund Guarantor” means Bank
of Communications, Fuzhou Branch of Fuzhou, People’s Republic of China and/or
any other bank or financial institution acceptable to the Bank in its sole
discretion and appointed by the Builder to issue a Refund Guarantee and includes
their respective successors in title and “Refund Guarantors” means any
or all of them;
  “Registry” means, in relation
to a Ship, any registrar, consul, commissioner or representative of the relevant
Flag State who is duly authorised and empowered to register such Ship, the
relevant Borrower’s title to such Ship and the relevant Mortgage under the laws
and flag of the relevant Flag State;
  “Regulatory Agency” means the
Government Entity or other organisation in a Flag State which has been
designated by the Government of that Flag State to implement and/or administer
and/or enforce the provisions of the Code;
  “Related Company”
means:
  (a)
              of
      the Bank, means any Subsidiary of the Bank, any company or other entity of
      which the Bank is a Subsidiary and any Subsidiary of any such company or
      entity; or
  (b)
              of
      a Security Party, means any company or other entity which is active in the
      bunkering business or services and which
is:
  (i)
              a
      Subsidiary of the relevant Security Party;
or
  (ii)
              any
      company or other entity (“holding company”) of
      which such Security Party is a Subsidiary;
or
  (iii)
              any
      Subsidiary (other than such Security Party) of any such holding
      company;
   15
   “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
Borrowers, the Borrowers’ Related Companies, the other Security Parties (other
than the Builder and the Refund Guarantors) and their respective Related
Companies;
  “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 Dates” means, in
relation to each Tranche (and subject to clause 6.3), the First Repayment
Date in respect such Tranche and each of the dates falling at three (3) monthly
intervals after such First Repayment Date up to and including the date falling
one hundred and seventeen (117) months after such First Repayment
Date;
  “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;
  “Second Advance”:
  (a)
              in
      relation tothe Andros Ship
      and the Andros Tranche, means the Andros Second
  Advance;
  (b)
              in
      relation tothe Dilos Ship
      and the Dilos Tranche, means the Dilos Second
  Advance;
  (c)
              in
      relation tothe Ios Ship and
      the Ios Tranche, means the Ios Second
Advance;
  (d)
              in
      relation tothe Sifnos Ship
      and the Sifnos Tranche, means the Sifnos Second Advance;
  or
  (e)
              in
      relation tothe Tinos Ship
      and the Tinos Tranche, means the Tinos Second
  Advance,
  and
“Second Advances” means
any or all of them;
  “Security Documents” means this
Agreement, the Supplemental Agreement, the Master Swap Agreement, the Master
Agreement Security Deed, the Corporate Guarantee, the Mortgages, the Deeds of
Covenant, the Pre-delivery Security Assignments, the Contract Assignment
Consents and Acknowledgements, the Refund Guarantee Assignment Consents and
Acknowledgements, the Manager’s Undertakings and any other agreement or document
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 the Loan, interest
thereon and other moneys from time to time owing by the Borrowers or any of them
or any other Security Party pursuant to this Agreement and/or the Master Swap
Agreement 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 each
Borrower, the Corporate Guarantor, the Manager, each Refund Guarantor and the
Builder 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 hereof and terminating upon discharge of the
security created by the Security Documents by payment of all monies payable
thereunder;
  “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 Borrowers and the
Bank) which is, at any relevant time, One hundred and twenty per cent (120%) of
the aggregate of (a) the Loan and (b) the cost (if any) (as certified by the
Bank whose certificate shall in
the absence of manifest error be conclusive and binding on the Borrowers and the
Bank) of terminating any Transactions entered into pursuant to the Master Swap
Agreement;
   16
  “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 Borrowers and the
Bank) which is, at any relevant time, the aggregate of (i) the market value of
the Mortgaged Ships as most recently determined in accordance with
clause 8.2.2 and (ii) the market value of any additional security for the
time being actually provided to the Bank pursuant to
clause 8.2;
  “Ships” means, together, the
Andros Ship, the Dilos Ship, the Ios Ship, the Sifnos Ship and the Tinos Ship
and
  (a)
              in
      relation to the Andros Borrower and/or the Andros Tranche (or any Advance
      thereof), means the Andros Ship;
  (b)
              in
      relation to the Dilos Borrower and/or the Dilos Tranche (or any Advance
      thereof), means the Dilos Ship;
  (c)
              in
      relation to the Ios Borrower and/or the Ios Tranche (or any Advance
      thereof), means the Ios Ship;
  (d)
              in
      relation to the Sifnos Borrower and/or the Sifnos Tranche (or any Advance
      thereof), means the Sifnos Ship;
  (e)
              in
      relation to the Tinos Borrower and/or the Tinos Tranche (or any Advance
      thereof), means the Tinos Ship,
  and
“Ship” means any of
them;
  “Ship Security
Documents”:
  (a)
              in
      relation to the Andros Ship, means the Andros Mortgage, the Andros Deed of
      Covenant and the Andros Manager’s
Undertaking;
  (b)
              in
      relation to the Dilos Ship, means the Dilos Mortgage, the Dilos Deed of
      Covenant and the Dilos Manager’s
Undertaking;
  (c)
              in
      relation to the Ios Ship, means the Ios Mortgage, the Ios Deed of Covenant
      and the Ios Manager’s Undertaking;
  (d)
              in
      relation to the Sifnos Ship, means the Sifnos Mortgage, the Sifnos Deed of
      Covenant and the Sifnos Manager’s Undertaking;
  or
  (e)
              in
      relation to the Tinos Ship, means the Tinos Mortgage, the Tinos Deed of
      Covenant and the Tinos Manager’s
Undertaking;
  “Sifnos Advances” means,
together, the Sifnos Pre-delivery Advances and the Sifnos Delivery Advance and
“Sifnos Advance” means
any of them;
  “Sifnos Borrower” means Sifnos Marine
Inc. of 80 Broad Street, Monrovia, Republic of Liberia and includes its
successors in title;
  “Sifnos Contract” means the
shipbuilding contract dated 25 May 2007, made between the Builder and the Sifnos
Borrower, as amended by addendum number 1 thereto dated 28 June 2007, further
amended by addendum number 2 dated 16 June 2008 and as may be further amended,
supplemented, varied, replaced or novated from time to time with the prior
written consent of the Bank, relating to the construction and sale by the
Builder, and the purchase by the Sifnos Borrower, of the Sifnos
Ship;
   17
  “Sifnos Contract Assignment Consent and
Acknowledgement” means the acknowledgement of notice of, and consent to,
the assignment in respect of the Sifnos Contract to be given by the Builder in
the form scheduled to the Sifnos Pre-delivery Security Assignment;
  “Sifnos Contract Price” means Nine
million five hundred and ninety thousand Dollars ($9,590,000) or such other
lesser sum in Dollars as may be payable by the Sifnos Borrower to the Builder
pursuant to the Sifnos Contract, as the purchase price for the Sifnos Ship
thereunder;
  “Sifnos Deed of Covenant” means the
first priority deed of covenant and/or general assignment collateral to the
Sifnos Mortgage executed or (as the context may require) to be executed by the
Sifnos Borrower in favour of the Bank in such form as the Bank may require in
its sole discretion;
  “Sifnos Delivery Advance” means
an Advance of up to $3,800,400 made or (as the context may require) to be made
available to the Borrowers for the purpose (a) financing in part the final
instalment of the Sifnos Contract Price falling due on the Delivery Date for the
Sifnos Ship and (b) (as to the balance) financing the payment of any other part
of the Total Construction Cost for the Sifnos Ship previously paid by the Sifnos
Borrower and not financed by this Agreement;
  “Sifnos First Advance” means an
advance of up to $631,200 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing or refinancing in part
the payment of the first instalment of the Sifnos Contract Price falling due
before the Delivery Date of the Sifnos Ship as set out in schedule
3;
  “Sifnos Fourth Advance” means
an Advance of up to $946,800 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing or refinancing in part
the payment of the fourth instalment of the Sifnos Contract Price falling due
before the Delivery Date for the Sifnos Ship as set out in schedule
3;
  “Sifnos Management Agreement” means
the management agreement made or (as the context may require) to be made between
the Sifnos Borrower and the Manager in a form previously approved in writing by
the Bank providing (inter
alia) for the Manager to manage the Sifnos Ship;
  “Sifnos Manager’s Undertaking” means
the first priority undertaking and assignment in relation to the Sifnos Ship
executed or (as the context may require) to be executed by the Manager in favour
of the Bank in such form as the Bank may require in its sole
discretion;
  “Sifnos Mortgage” means the first
priority or (as the case may be) preferred mortgage of the Sifnos Ship executed
or (as the context may require) to be executed by the Sifnos Borrower in favour
of the Bank in such form as the Bank may require in its sole
discretion;
  “Sifnos Operating Account” means an
interest bearing Dollar account of the Sifnos Borrower opened or (as the context
may require) to be opened by the Sifnos Borrower with the Bank and includes any
sub-accounts thereof and any other account designated in writing by the Bank to
be a Sifnos Operating Account for the purposes of this Agreement;
  “Sifnos Pre-delivery Advances” means,
together, the Sifnos First Advance, the Sifnos Second Advance, the Sifnos Third
Advance and the Sifnos Fourth Advance and “Sifnos Pre-delivery Advance”
means any of them;
  “Sifnos Pre-delivery Security
Assignment” means the assignment of the Sifnos Contract and the Sifnos
Refund Guarantees dated 5 July 2007 executed by the Sifnos Borrower in favour of
the Bank;
  “Sifnos Refund Guarantee Assignment Consent
and Acknowledgement” means, in relation to each Sifnos Refund Guarantee,
an acknowledgement of notice of, and consent to, the assignment in respect of
that Sifnos Refund Guarantee to be given by a Refund Guarantor in the form
scheduled to the Sifnos Pre-delivery Security Assignment and “Sifnos Refund Guarantee Assignment Consents
and Acknowledgements” means any or all of them;
   18
  “Sifnos Refund Guarantees” mean,
together, the letter of guarantee no. LGD6600200700011 dated 8 June 2007 (as
amended on 3 July 2007) issued by Bank of Communications, Fuzhou Branch as
Refund Guarantor in respect of certain of the Builder’s obligations under the
Sifnos Contract and any other letters of guarantee issued or to be issued by a
Refund Guarantor in respect of the Builder’s obligations under the Sifnos
Contract, pursuant to the Sifnos Contract or any agreement supplemental to the
Sifnos Contract, and any extensions, renewals or replacements, amendments,
supplements to or of any such guarantee(s), in each case in form and substance
acceptable to the Bank in its sole discretion and “Sifnos Refund Guarantee” means any of
them;
  “Sifnos Second Advance” means
an Advance of up to $1,746,800 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing or refinancing in part
the payment of the second instalment of the Sifnos Contract Price falling due
before the Delivery Date for the Sifnos Ship as set out in schedule
3;
  “Sifnos Ship” means the 3,800 dwt
(approximately) double-hull oil product tanker currently known as Hull No.
DN-3800-14, to be constructed and sold by the Builder to the Sifnos Borrower
pursuant to the Sifnos Contract and to be registered on the Delivery Date for
such Ship in the ownership of the Sifnos Borrower through the relevant Registry
under the laws and flag of the relevant Flag State;
  “Sifnos Third Advance” means an
Advance of up to $1,506,800 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing or refinancing in full
the payment of the third instalment of the Sifnos Contract Price falling due
before the Delivery Date for the Sifnos Ship as set out in schedule
3;
  “Sifnos Tranche” means a
tranche of the Loan of up to $8,632,000 to be drawn down in not more than five
(5) Advances (being the Sifnos Advances) or (as the context may require) the
aggregate principal amount thereof undertaking at any relevant
time;
  “SMC” means a safety management
certificate issued in respect of a 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;
  “Supplemental Agreement” means
the agreement dated 12 September 2008 supplemental to this Agreement made
between (inter alios) the Borrowers and the Bank;
  “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:
  (a)
              in
      relation to each Andros Advance, 31 March
2009;
  (b)
              in
      relation to each Dilos Advance, 31 May
2009;
  (c)
              in
      relation to each Ios Advance, 30 June
2009;
  (d)
              in
      relation to each Sifnos Advance, 31 July 2009;
  or
  (e)
              in
      relation to each Tinos Advance, 31 August
2009;
  or, in
each such case, such later date as the Borrowers may request and the Bank may in
its absolute discretion consent to;
   19
  “Third
Advance”:
  (a)
              in
      relation tothe Andros Ship
      and the Andros Tranche, means the Andros Third
  Advance;
  (b)
              in
      relation tothe Dilos Ship
      and the Dilos Tranche, means the Dilos Third
  Advance;
  (c)
              in
      relation tothe Ios Ship and
      the Ios Tranche, means the Ios Third
Advance;
  (d)
              in
      relation tothe Sifnos Ship
      and the Sifnos Tranche, means the Sifnos Third Advance;
  or
  (e)
              in
      relation tothe Tinos Ship
      and the Tinos Tranche, means the Tinos Third
  Advance,
  and
“Third Advances” means
any or all of them;
  “Tinos Advances” means,
together, the Tinos Pre-delivery Advances and the Tinos Delivery Advance and
“Tinos Advance” means any of
them;
  “Tinos Borrower” means Tinos Marine
Inc. of 80 Broad Street, Monrovia, Republic of Liberia and includes its
successors in title;
  “Tinos Contract” means the
shipbuilding contract dated 25 May 2007, made between the Builder and the Tinos
Borrower, as amended by addendum number 1 thereto dated 28 June 2007, further
amended by addendum number 2 dated 16 June 2008 and as may be further amended,
supplemented, varied, replaced or novated from time to time with the prior
written consent of the Bank, relating to the construction and sale by the
Builder, and the purchase by the Tinos Borrower, of the Tinos Ship;
  “Tinos Contract Assignment Consent and
Acknowledgement” means the acknowledgement of notice of, and consent to,
the assignment in respect of the Tinos Contract to be given by the Builder in
the form scheduled to the Tinos Pre-delivery Security Assignment;
  “Tinos Contract Price” means Nine
million five hundred and ninety thousand Dollars ($9,590,000) or such other
lesser sum in Dollars as may be payable by the Tinos Borrower to the Builder
pursuant to the Tinos Contract, as the purchase price for the Tinos Ship
thereunder;
  “Tinos Deed of Covenant” means the
first priority deed of covenant and/or general assignment collateral to the
Tinos Mortgage executed or (as the context may require) to be executed by the
Tinos Borrower in favour of the Bank in such form as the Bank may require in its
sole discretion;
  “Tinos Delivery Advance” means
an Advance of up to $3,800,400 made or (as the context may require) to be made
available to the Borrowers for the purpose of (a) financing in part the final
instalment of the Tinos Contract Price falling due on the Delivery Date for the
Tinos Ship and (b) (as to the balance) financing the payment of any other part
of the Total Construction Cost for the Tinos Ship previously paid by the Tinos
Borrower and not financed by this Agreement;
  “Tinos First Advance” means an
Advance of up to $631,200 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing or refinancing in part
the payment of the second instalment of the Tinos Contract Price falling due
before the Delivery Date for the Tinos Ship as set out in schedule
3;
  “Tinos Fourth Advance” means an
Advance of up to $946,800 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing in part the payment of
the fourth instalment of the Tinos Contract Price falling due before the
Delivery Date for the Tinos Ship as set out in schedule 3;
  “Tinos Management Agreement” means
the management agreement made or (as the context may require) to be made between
the Tinos Borrower and the Manager in a form previously approved in writing by
the Bank providing (inter
alia) for the Manager to manage the Tinos Ship;
   20
  “Tinos Manager’s Undertaking” means
the first priority undertaking and assignment in relation to the Tinos Ship
executed or (as the context may require) to be executed by the Manager in favour
of the Bank in such form as the Bank may require in its sole
discretion;
  “Tinos Mortgage” means the first
priority or (as the case may be) preferred mortgage of the Tinos Ship executed
or (as the context may require) to be executed by the Tinos Borrower in favour
of the Bank in such form as the Bank may require in its sole
discretion;
  “Tinos Operating Account” means an
interest bearing Dollar account of the Tinos Borrower opened or (as the context
may require) to be opened by the Tinos Borrower with the Bank and includes any
sub-accounts thereof and any other account designated in writing by the Bank to
be a Tinos Operating Account for the purposes of this Agreement;
  “Tinos Pre-delivery Advances” means,
together, the Tinos First Advance, the Tinos Second Advance, the Tinos Third
Advance and the Tinos Fourth Advance and “Tinos Pre-delivery Advance”
means any of them;
  “Tinos Pre-delivery Security
Assignment” means the assignment of the Tinos Contract and the Tinos
Refund Guarantees dated 5 July 2007 executed by the Tinos Borrower in favour of
the Bank;
  “Tinos Refund Guarantee Assignment Consent
and Acknowledgement” means, in relation to each Tinos Refund Guarantee,
an acknowledgement of notice of, and consent to, the assignment in respect of
that Tinos Refund Guarantee to be given by a Refund Guarantor in the form
scheduled to the Tinos Pre-delivery Security Assignment and “Tinos Refund Guarantee Assignment Consents
and Acknowledgements” means any or all of them;
  “Tinos Refund Guarantees” means,
together, the letter of guarantee no. LGD6600200700015 dated 8 June 2007 (as
amended on 3 July 2007) issued by Bank of Communications, Fuzhou Branch as
Refund Guarantor in respect of certain of the Builder’s obligations under the
Tinos Contract and any other letters of guarantee issued or to be issued by a
Refund Guarantor in respect of the Builder’s obligations under the Tinos
Contract, pursuant to the Tinos Contract or any agreement supplemental to the
Tinos Contract, and any extensions, renewals or replacements, amendments,
supplements to or of any such guarantee(s), in each case in form and substance
acceptable to the Bank in its sole discretion and “Tinos Refund Guarantee” means any of
them;
  “Tinos Second Advance” means an
Advance of up to $1,746,800 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing or refinancing in part
the payment of the second instalment of the Tinos Contract Price falling due
before the Delivery Date for the Tinos Ship as set out in schedule
3;
  “Tinos Ship” means the 3,800 dwt
(approximately) double-hull oil product tanker currently known as Hull No.
DN-3800-15, to be constructed and sold by the Builder to the Tinos Borrower
pursuant to the Tinos Contract and to be registered on the Delivery Date for
such Ship in the ownership of the Tinos Borrower through the relevant Registry
under the laws and flag of the relevant Flag State;
  “Tinos Third Advance” means an
Advance of up to $1,506,800 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing or refinancing in part
the payment of the third instalment of the Tinos Contract Price falling due
before the Delivery Date for the Tinos Ship as set out in schedule
3;
  “Tinos Tranche” means a tranche
of the Loan of up to $8,632,000 to be drawn down in not more than five (5)
Advances (being the Tinos Advances) or (as the context may require) the
aggregate principal amount thereof undertaking at any relevant
time;
  “Total Construction Cost”
means, in relation to each Ship:
  (a)
              the
      Contract Price for that Ship; and
   21
  (b)
              additional
      expenditure in the amount of up to $1,200,000 incurred or (as the context
      may require) to be incurred by the Borrower owning that Ship in connection
      with the construction and supervision of that
  Ship;
  “Total Loss” means, in relation
to a Ship:
  (a)
              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 Borrower from
      such hijacking, theft, condemnation, capture, seizure, arrest, detention
      or confiscation within thirty (30) days after the occurrence
      thereof;
  “Tranche” means:
  (c)
              in
      relation to the Andros Ship, the Andros
Tranche;
  (d)
              in
      relation to the Dilos Ship, the Dilos
Tranche;
  (e)
              in
      relation to the Ios Ship, the Ios
Tranche;
  (f)
              in
      relation to the Sifnos Ship, the Sifnos Tranche;
  or
  (g)
              in
      relation to the Tinos Ship, the Tinos
Tranche,
  and
“Tranches” means any or
all of them;
  “Transaction” means a
Transaction as defined in the introductory paragraph of the Master Swap
Agreement;
  “Transferee” has the meaning
ascribed thereto in clause 15.4; and
  “Underlying Documents” means,
together, the Contracts, the Refund Guarantees and the Management Agreements and
“Underlying Document”
means any of them.
  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
      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;
   22
  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
  The Bank,
relying upon each of the representations and warranties in clause 7, agrees
to lend to the Borrowers, jointly and severally, upon and subject to the terms
of this Agreement, the principal sum of up to Forty three million one hundred
and sixty thousand Dollars ($43,160,000) in twenty five (25) Advances comprising
five (5) Tranches, namely, the Andros Tranche, the Dilos Tranche, the Ios
Tranche, the Sifnos Tranche and the Tinos Tranche.
  2.2
              Drawdown
  Subject
to the terms and conditions of this Agreement, each Advance shall be made
following receipt by the Bank from the Borrowers of a Drawdown Notice not later
than 10:00 a.m. on the second Banking Day before the date, which shall be a
Banking Day falling within the relevant Drawdown Period, on which such Advance
is intended to be made.  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.
  2.3
              Timing
      and limitations of Loan, Tranches and
Advances
  2.3.1
              The
      aggregate amount of the Loan shall not exceed the lower of (a) Forty three
      million one hundred and sixty thousand Dollars ($43,160,000) and (b)
      eighty per cent (80%) of the aggregate Total Construction Cost of all the
      Ships.
  2.3.2
              The
      aggregate amount of all the Advances for a Ship shall not exceed the lower
      of (a) Eight million six hundred and thirty two thousand Dollars
      ($8,632,000) and (b) eighty per cent (80%) of the Total Construction Cost
      of the relevant Ship.
  2.3.3
              The
      amount of each Pre-delivery Advance shall
be:
  (a)
              in
      the case of each First Advance, not more than
  $631,200;
  (b)
              in
      the case of each Second Advance, not more than
  $1,746,800;
  (c)
              in
      the case of each Third Advance, not more than $1,506,800;
    and
  (d)
              in
      the case of each Fourth Advance, not more than
  $946,800.
  2.3.4
              Each
      First Advance:
  (a)
              shall
      be applied in or towards payment to the Builder of part of the first
      instalment of the Contract Price for the Ship relevant to such
      Advance;
   23
  (b)
              shall
      be made when the instalment referred to in paragraph 2.3.4(a) above has
      become due and payable, as specified in the third column of schedule 3
      opposite the relevant First Advance;
and
  (c)
              shall
      be paid by the Bank to the Builder, unless the relevant Borrower has
      already paid such instalment to the Builder when it was due, in which case
      the relevant First Advance shall be advanced to the
    Borrowers.
  2.3.5
              Each
      Second Advance:
  (a)
              shall
      be applied in or towards payment to the Builder of part of the second
      instalment of the Contract Price for the Ship relevant to such
      Advance;
  (b)
              shall
      be made when the instalment referred to in paragraph 2.3.5(a) above has
      become due and payable, as specified in the third column of schedule 3
      opposite the relevant Second Advance;
and
  (c)
              shall
      be paid by the Bank to the Builder, unless the relevant Borrower has
      already paid such instalment to the Builder when it was due, in which case
      the relevant Second Advance shall be advanced to the
      Borrowers.
  2.3.6
              Each
      Third Advance:
  (a)
              shall
      be applied in or towards payment to the Builder of part of the third
      instalment of the Contract Price for the Ship relevant to such
      Advance;
  (b)
              shall
      be made when the instalment referred to in paragraph 2.3.6(a) above has
      become due and payable, as specified in the third column of schedule 3
      opposite the relevant Third Advance;
and
  (c)
              shall
      be paid by the Bank to the Builder, unless the relevant Borrower has
      already paid such instalment to the Builder when it was due, in which case
      the relevant Third Advance shall be advanced to the
    Borrowers.
  2.3.7
              Each
      Fourth Advance:
  (a)
              shall
      be applied in or towards payment to the Builder of part of the fourth
      instalment of the Contract Price for the Ship relevant to such
      Advance;
  (b)
              shall
      be made when the instalment referred to in paragraph 2.3.7(a) above has
      become due and payable, as specified in the third column of schedule 3
      opposite the relevant Fourth Advance;
and
  (c)
              shall
      be paid by the Bank to the Builder, unless the relevant Borrower has
      already paid such instalment to the Builder when it was due, in which case
      the relevant Fourth Advance (or part thereof) shall be advanced to the
      Borrowers.
  2.3.8
              Each
      Delivery Advance:
  (a)
              shall
      not exceed the lower of:
  (i)
              Three
      million eight hundred thousand and four hundred Dollars
      ($3,800,400);
  (ii)
              the
      amount in Dollars which, when added to the aggregate amount of the
      Pre-delivery Advances for the relevant Ship actually drawn down, will
      produce a figure equal to eighty per cent (80%) of the Total Construction
      Cost of that Ship;
  (iii)
              the
      amount in Dollars which, when added to the aggregate amount of the
      Pre-delivery Advances for the relevant Ship actually drawn down, will
      produce a figure equal to eighty per cent (80%) of the market value of
      that Ship determined in
   24
  (iv)
              accordance
      with the valuation of such Ship obtained pursuant to schedule 2, Part 6,
      paragraph 19; and
  (v)
              the
      amount in Dollars which, when added to the aggregate amount of the
      Pre-delivery Advances for the relevant Ship actually drawn down, will
      produce a total figure of
$8,632,000;
  (b)
              shall
      be applied (i) first, in or towards payment to the Builder of the final
      instalment of the Contract Price for the Ship relevant to such Advance and
      (ii) secondly, as to its balance, in financing of any part of the Total
      Construction Cost of the relevant Ship previously paid by the relevant
      Borrower when it was due and not financed by this
    Agreement;
  (c)
              shall
      be made when the instalment referred to in paragraph 2.3.8(b)(i) above has
      become due and payable; and
  (d)
              (except
      for the part of the relevant Delivery Advance referred to in paragraph
      2.3.8(b)(ii) above, which shall be paid directly to the Borrowers) shall
      be paid by the Bank to the Builder, unless the relevant Borrower has
      already paid such instalment to the Builder when it was due, in which case
      the relevant Delivery Advance (or part thereof) shall be advanced to the
      Borrowers.
  2.4
              Availability
  Upon
receipt of a Drawdown Notice complying with the terms of this Agreement the Bank
shall, subject to the provisions of clause 9, on the date specified in the
Drawdown Notice make the relevant Advance available to the Borrowers in
accordance with clause 6.2.  The Borrowers acknowledge that
payment of any Advance (or part thereof) to the Builder in accordance with
clause 6.2 shall satisfy the obligation of the Bank to lend that Advance to
the Borrowers under this Agreement.
  2.5
              Termination
      of Commitment
  Any part
of the Commitment undrawn and uncancelled by the relevant Termination Date,
shall thereupon be automatically cancelled.
  2.6
              Application
      of proceeds
  Without
prejudice to the Borrowers’ obligations under clause 8.1.3, the Bank shall
have no responsibility for the application of proceeds of the Loan or any part
thereof by the Borrowers.
  3
              Interest and Interest Periods
  3.1
              Normal
      interest rate
  The
Borrowers shall pay interest on each Tranche 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 three (3)
months from the commencement of the Interest Period and the subsequent
instalments 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 Interest Period) at the rate per annum determined by the Bank to be the
aggregate of (a) the Margin, (b) the Additional Cost and (c) LIBOR for such
Interest Period.
  3.2
              Selection
      of Interest Periods
  The
Borrowers 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) month, two (2) months, (3)
months, six (6) months or twelve (12) months or such other period as the
Borrowers may select and the Bank may, in its absolute discretion, agree
Provided always that if, on any date upon which an Interest Period falls to be
selected by the Borrowers pursuant to this clause 3.2, a Transaction or
Transactions (which is/are
effective or which shall become effective during the relevant Interest Period)
shall have been entered into between the Bank and the Borrowers pursuant to the
Master Swap Agreement, LIBOR shall, during the period of any such Transaction(s)
and for an amount equal to the notional amount of such Transaction(s), be
determined by reference to the rate for deposits in Dollars displayed on Reuters
page LIBOR 01 (British Bankers’ Association Settlement Rates) in accordance with
the proviso to the definition of LIBOR in clause 1.2 and, for the avoidance of
doubt, LIBOR for that part of the Loan which exceeds the notional amount of the
Transaction(s) shall be determined by reference to the rate for deposits in
Dollars referred to in the definition of LIBOR in clause 1.2 but excluding the
proviso to such definition.
  25
  3.3
              Determination
      of Interest Periods
  Every
Interest Period shall be of the duration required by, or specified by the
Borrowers pursuant to, clause 3.2 but so that:
  3.3.1
              the
      initial Interest Period in respect of each Advance shall commence on the
      Drawdown Date of such Advance and each subsequent Interest Period in
      respect thereof shall commence on the last day of the previous Interest
      Period for such Advance;
  3.3.2
              the
      initial Interest Period in respect of each Advance in respect of a Ship
      (after the first Advance to be drawn down in respect of such Ship) shall
      end on the same day as the then current Interest Period for the Tranche
      for such Ship and, on the last day of such Interest Period, all drawn
      Advances of such Tranche shall be consolidated into, and shall thereafter
      constitute, the Tranche in respect of such
Ship;
  3.3.3
              if
      any Interest Period in respect of a Tranche would otherwise overrun a
      Repayment Date for such Tranche, then, in the case of the last Repayment
      Date for such Tranche, such Interest Period shall end on such Repayment
      Date, and in the case of any other Repayment Date or Repayment Dates for
      such Tranche, the relevant Tranche shall be divided into parts so that
      there is one part in the amount of the repayment instalment or instalments
      due on each Repayment Date for such Tranche 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 relevant Tranche
      having an Interest Period ascertained in accordance with clause 3.2
      and the other provisions of this clause 3.3;
  and
  3.3.4
              if
      the Borrowers fail 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
Borrowers fail 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 (other than the Master Swap Agreement), the Borrowers 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) one per cent (1%) per annum,
(b) the Margin, (c) the Additional Cost and (d) LIBOR for such
period.  Such interest shall be due and payable on the last day of
each such period as determined by the Bank and each such day shall, for the
purposes of this Agreement, be treated as an Interest Payment Date, provided
that, if such unpaid sum is an amount of principal which became due and payable
by reason of a declaration by the Bank under clause 10.2.2 or a prepayment
pursuant to clauses 4.3, 8.2 or 12.1, on a date other than an Interest
Payment Date relating thereto, the first such period selected by the Bank shall
be of a duration equal to the period between the due date of such principal sum
and such Interest Payment Date and interest shall be payable on such principal
sum during such period at a rate one per cent (1%) above the rate applicable
thereto immediately before it shall have become so due and
payable.  If, for the reasons
specified in clause3.6.1, the Bank is
unable to determine a rate in accordance with the foregoing provisions of this
clause3.4,
interest on any sum not paid on its due date for payment shall be calculated at
a rate determined by the Bank to be one per cent (1%) per annum above the
aggregate of the Margin and the cost of funds (including Additional Cost) to the
Bank.
   26
  3.5
              Notification
      of Interest Periods and interest
rate
  The Bank
shall notify the Borrowers promptly of the duration of each Interest Period and
of each rate of 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, the Bank shall have determined (which determination shall, in the
      absence of manifest error, be
conclusive):
  (a)
              that
      adequate and fair means do not exist for ascertaining LIBOR during such
      Interest Period; 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 or that LIBOR does not accurately
      reflect the cost to the Bank of obtaining such
  deposits,
  the Bank
shall forthwith give notice (a “Determination Notice”)
thereof to the Borrowers.  A Determination Notice shall contain
particulars of the relevant circumstances giving rise to its
issue.  After the giving of any Determination Notice the undrawn
amount of the Commitment shall not be borrowed until notice to the contrary is
given to the Borrowers 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 “Substitute Basis”) for
      maintaining the Loan.  The Substitute Basis may (without
      limitation) include alternative interest periods, alternative currencies
      or alternative rates of interest but shall include a margin above the cost
      of funds, including Additional Cost, if any, to the Bank equivalent to the
      Margin.  Each Substitute Basis so certified shall be binding
      upon the Borrowers 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 Borrowers 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.
  4
              Repayment
      and prepayment
  4.1
              Repayment
  The
Borrowers shall repay each Tranche by forty (40) instalments, one such
instalment to be repaid on each of the Repayment Dates for such
Tranche.  Subject to the provisions of this Agreement, the amount of
each of the repayment instalments for each Tranche shall be Two hundred and
fifteen thousand eight hundred Dollars ($215,800).  If the Commitment
in respect of any Tranche or part thereof is not drawn in full, the amount of
the repayment instalments in respect of the relevant Tranche shall be reduced
proportionately.
  4.2
              Voluntary
      prepayment
  The
Borrowers may prepay any Tranche 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 Tranche to be prepaid, without premium or penalty.
   27
  4.3
                Prepayment
      on Total Loss or demand under Refund
Guarantees
 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 being subsequently
determined to be a Total Loss, before any Advance for such Ship is drawn down,
the obligation of the Bank to advance the Tranche (or part thereof) for such
Ship shall immediately cease and the Commitment shall be reduced
accordingly.
  4.3.2
              After
      first drawdown but prior to
Delivery
  (a)
              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 being
      subsequently determined to be a Total Loss, after any Advance for such
      Ship has been drawn down but prior to the drawing of the Delivery Advance
      for such Ship, the obligation of the Bank to advance any other Advance (or
      part thereof) for such Ship shall immediately cease, the Commitment shall
      be reduced accordingly and the Borrowers shall prepay the Pre-delivery
      Advances for such Ship in full.
  (b)
              If
      a claim is made under any Refund Guarantee and such claim is not paid
      within twenty (20) Banking Days of it being made (whether or not such
      claim has been referred to the appropriate courts pursuant to the relevant
      Refund Guarantee), then (a) the obligation of the Bank to advance any
      other Advance (or any part thereof) for the Ship relevant to such Refund
      Guarantee shall immediately cease and (b) forthwith on the expiry of such
      twenty (20) day period the Borrowers shall prepay in full the then
      outstanding Advances in respect of that Ship Provided
      however that if the relevant claim made under the Contract to which
      such Refund Guarantee relates has been referred to arbitration under the
      terms of such Contract, the time-limit (and the corresponding prepayment
      obligation of the Borrowers) referred to in paragraph (b) of this clause
      shall be extended to ninety (90) days of the claim under the relevant
      Refund Guarantee being made.
  4.3.3
              Thereafter
      - Mortgaged Ships
  On the date falling one hundred and
twenty (120) days after that on which a Mortgaged Ship became a Total Loss or,
if earlier, on the date upon which the insurance proceeds in respect of such
Total Loss are, or Requisition Compensation for such Ship is, received by the
relevant Borrower (or the Bank pursuant to the Security Documents), the
Borrowers shall prepay the Tranche for such Mortgaged Ship in full.
  4.3.4
              Interpretation
  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 such Ship, on the date upon which
      the relevant requisition of title or other compulsory acquisition 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 Borrower 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.
   28
   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 Borrowers to the Bank under
this Agreement or any of the other Security Documents including, without
limitation, any accrued commitment commission payable under clause 5.1.2
and any amounts payable under clause 11.
  4.5
              Notice
      of prepayment; reduction of repayment
  instalments
  4.5.1
              No
      prepayment may be effected under clause 4.2 unless the Borrowers
      shall have given the Bank at least fourteen (14) days’ notice of their
      intention to make such prepayment.  Every notice of prepayment
      shall be effective only on actual receipt by the Bank, shall be
      irrevocable, shall specify the Tranche and the amount thereof to be
      prepaid and shall oblige the Borrowers to make such prepayment on the date
      specified.
  4.5.2
              Any
      amount prepaid pursuant to clause 4.2 in respect of a Tranche shall
      be applied in reducing the repayment instalments of the relevant Tranche
      under clause 4.1 in inverse order of their due dates for
      payment.
  4.5.3
              Any
      amount prepaid pursuant to clause 8.2.1(a) shall be applied in prepayment
      of all Tranches proportionately as between them and in reduction of the
      repayment instalments of each Tranche in inverse order of their due dates
      for payment.
  4.5.4
              The
      Borrowers may not prepay the Loan or any part thereof save as expressly
      provided in this Agreement.  No amount prepaid under this
      Agreement may be re-borrowed.
  4.6
              Master
      Swap Agreement, repayments and
prepayments
  4.6.1
              Notwithstanding
      any provision of the Master Swap Agreement to the contrary, in the case of
      a prepayment of all or part of the Loan (including, without limitation,
      following the occurrence of a Total Loss in accordance with
      clause 4.3 or under clauses 8.2.1(a) or 12.1) then, subject to clause
      4.6.2, the Bank shall be entitled but not
      obliged (and, where relevant, may do so without the consent of the
      Borrowers, where it would otherwise be required whether under the Master
      Swap Agreement or otherwise) to amend, supplement, cancel, net out,
      terminate, liquidate, transfer or assign all or any part of the rights,
      benefits and obligations created by any Transaction and/or the Master Swap
      Agreement and/or to obtain or re-establish any hedge or related trading
      position in any manner and with any person the Bank in its absolute
      discretion may determine and both the Bank's and the Borrowers’ continuing
      obligations under any Transaction and/or the Master Swap Agreement shall,
      unless agreed otherwise by the Bank, be calculated so far as the Bank
      considers it practicable by reference to the amended repayment
      schedule for the Loan taking into account the fact that less than the
      full amount of the Loan remains
outstanding.
  4.6.2
              If
      less than the full amount of the Loan remains outstanding following a
      prepayment under this Agreement and the Bank in its absolute discretion
      agrees, following a written request of the Borrowers, that the Borrowers
      may be permitted to maintain all or part of a Transaction in an amount not
      wholly matched with or linked to all or part of the Loan, the Borrowers
      shall, within ten (10) days of being notified by the Bank of such
      requirement, provide the Bank with, or procure the provision to the Bank
      of, such additional security as shall in the opinion of the Bank be
      adequate to secure the performance of such Transaction, which additional
      security shall take such form, be constituted by such documentation and be
      entered into between such parties, as the
      Bank in its absolute discretion may approve or require, and each document
      comprising such additional security shall constitute a Credit Support
      Document.
   29
    4.6.3
              The
      Borrowers shall on the first written demand of the Bank indemnify the Bank
      in respect of all losses, costs and expenses (including, but not limited
      to, legal costs and expenses) incurred or sustained by the Bank as a
      consequence of or in relation to the effecting of any matter or
      transactions referred
      to in this clause4.6.
  4.6.4
              Notwithstanding
      any provision of the Master Swap Agreement to the contrary, if for any
      reason a Transaction has been entered into but no Advance is drawn down
      under this Agreement then, subject to clause4.6.5, the
      Bank shall be entitled but not obliged (and, where relevant, may do so
      without the consent of the Borrowers where it would otherwise be required
      whether under the Master Swap Agreement or otherwise) to amend,
      supplement, cancel, net out, terminate, liquidate, transfer or assign all
      or any part of the rights, benefits and obligations created by such
      Transaction and/or the Master Swap Agreement and/or to obtain or
      re-establish any hedge or related trading position in any manner and with
      any person the Bank in its absolute discretion may
      determine.
  4.6.5
              If
      a Transaction has been entered into but no Advance is drawn down under
      this Agreement and the Bank in its absolute discretion agrees, following a
      written request of the Borrowers, that the Borrowers may be permitted to
      maintain all or part of a Transaction, the Borrowers shall, within ten
      (10) days of being notified by the Bank of such requirement, provide the
      Bank with, or procure the provision to the Bank of, such additional
      security as shall in the opinion of the Bank be adequate to secure the
      performance of such Transaction, which additional security shall take such
      form, be constituted by such documentation and be entered into between
      such parties, as the Bank in its absolute discretion may approve or
      require, and each document comprising such additional security shall
      constitute a Credit Support Document for the purposes of the Master Swap
      Agreement and/or otherwise.
  4.5.6
              Without
      prejudice to or limitation of the obligations of the Borrowers under
      clause4.6.3, in
      the event that the Bank exercises any of its rights under
      clauses4.6.1,4.6.2,4.6.4or4.6.5and
      such exercise results in all or part of a Transaction being terminated,
      such termination shall be treated under the Master Swap Agreement in the
      same manner as if it were a Terminated Transaction (as defined in
      section 14 of the Master Swap Agreement) effected by the Bank after
      an Event of Default (as so defined in that section 14) by the
      Borrowers and, accordingly, the Bank shall be permitted to recover from
      the Borrowers a payment for early termination calculated in
      accordance with the provisions of section 6(e)(i) of the Master Swap
      Agreement.
  5
              Fees,
      commitment commission and expenses
  5.1
              Fees
  The
Borrowers shall pay to the Bank:
  5.1.1
              on
      the date of this Agreement, an arrangement fee of Ninety three thousand
      nine hundred Dollars ($93,900);
  5.1.2
              on
      each of the dates falling at three (3) monthly intervals after the date of
      this Agreement until the earlier of (i) the last day of the last Drawdown
      Period to elapse and (ii) the Drawdown Date of the last Delivery Advance
      to be drawn down, and on the earlier of such two dates, commitment
      commission computed from the date of this Agreement (in the case of the
      first payment of commission) and from the due date of the preceding
      payment of commission (in the case of each subsequent payment) at the rate
      of zero point two five per cent (0.25%) per annum on the daily undrawn
      amount of the Commitment (except the part of the Commitment (being an
      amount of $5,600,000) made available pursuant to the Supplemental
      Agreement); and
  5.1.3
              on
      each of the dates falling at three (3) monthly intervals after the date of
      the Supplemental Agreement until the earlier of (i) the last day of the
      last Drawdown Period to elapse and (ii) the Drawdown Date of the last
      Delivery Advance to be drawn down, and on the earlier of such two dates,
      commitment commission computed from the date of the Supplemental Agreement
      (in the case
      of the first payment of commission) and from the due date of the preceding
      payment of commission (in the case of each subsequent payment) at the rate
      of zero point three zero per cent (0.30%) per annum on the daily undrawn
      amount of the such part of Commitment (being an amount of $5,600,000)
      which was made available pursuant to the Supplemental
      Agreement.
   30
  The fee
referred to in clause 5.1.1 and the commitment commission referred to in
clauses 5.1.2 and 5.1.3 shall be non-refundable and shall be payable by the
Borrowers to the Bank whether or not any part of the Commitment is ever
advanced.
  5.2
              Expenses
  The
Borrowers shall pay to the Bank on a full indemnity basis on demand all expenses
(including legal, printing and out-of-pocket expenses) incurred by the
Bank:
  5.2.1
              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
              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,
commitment commission 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
Borrowers shall pay all stamp, documentary, registration or other like duties or
taxes imposed on or in connection with any of the Underlying Documents, the
Security Documents or the Loan and shall indemnify the Bank against any
liability arising by reason of any delay or omission by the Borrowers to pay
such duties or taxes.
  6
              Payments
      and taxes; accounts and
calculations
  6.1
              No
      set-off or counterclaim
  The
Borrowers acknowledge 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 Borrowers, such liabilities matching the liabilities
of the Borrowers to the Bank and that it is reasonable for the Bank to be
entitled to receive payments from the Borrowers 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.  Accordingly, subject to paragraph (i) of
Part 5 of the Schedule to the Master Swap Agreement, all payments to be
made by the Borrowers 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
(except for charges or expenses which shall be paid in the currency in which
they are incurred) on the due date (for value on the day on which payment is
due) to the account of the Bank at American Express Bank Limited, 23rd Floor,
American Express Tower, 200 Vesey Street, New York, NY 10285-2300, USA, Account
Number 000261123 (with a direct tested telex advice to the Bank) or to such
other account of the Bank at such bank and in such place as the Bank may from
time to time specify for this purpose.
   31
  6.2
              Payment
      by the Bank
  All sums
to be advanced by the Bank to the Borrowers under this Agreement in respect of
the Loan shall be remitted in Dollars on the Drawdown Date for the relevant
Advance to the account specified in the Drawdown Notice for such
Advance.
  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 such 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, rate of
exchange 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 Borrowers.
  6.6
              Grossing-up
      for Taxes
  If at any
time the Borrowers are required to make any deduction or withholding in respect
of Taxes from any payment due under any of the Security Documents, the sum due
from the Borrowers 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 Borrowers shall indemnify the Bank against any
losses or costs incurred by it by reason of any failure of the Borrowers 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 Borrowers 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 or accounts
evidencing the amounts from time to time lent by, owing and paid to, it under
the Security Documents.  Such account shall be the “account current”
referred to in any Mortgage which shall be in a statutory form.  Such
account shall, in the absence of manifest error, be conclusive as to the amount
from time to time owing by the Borrowers under the Security
Documents.
  7
              Representations and warranties
  7.1
              Continuing
      representations and warranties
  The
Borrowers jointly and severally represent and warrant to the Bank
that:
  7.1.1
              Due
      incorporation
  each of
the Borrowers 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 Liberian corporations (in case of the Borrowers) or as
Marshall Islands corporations (in the case of the Corporate Guarantor and the
Manager) or as companies with limited liability (in the case of the other
Security Parties) and have power to carry on their respective businesses as they
are now being conducted and to own their respective property and other
assets;
   32
  7.1.2
              Corporate
      power
  each of
the Borrowers has power to execute, deliver and perform its obligations under
the Borrower’s Security Documents and the Underlying 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 and the Underlying 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 any Borrower to borrow will be exceeded as a result of
borrowing the Loan;
  7.1.3
              Binding
      obligations
  the
Underlying Documents and 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 their obligations under, and
compliance with the provisions of, the Underlying Documents and 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 any of the Borrowers 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 any of
the Borrowers 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 any of the Borrowers or any other
Security Party or (iv) result in the creation or imposition of or oblige
any of the Borrowers or any other Security Party to create any Encumbrance
(other than a Permitted Encumbrance) on any of the undertakings, assets, rights
or revenues of the Borrowers 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 any of the officers of the Borrowers, threatened against
any of the Borrowers or any other Security Party which could have a material
adverse effect on the business, assets or financial condition of any of the
Borrowers or any of their Related Companies or any other Security
Party;
  7.1.6
              No
      filings required
  save for
the registration of the Mortgages through the Registry, it is not necessary to
ensure the legality, validity, enforceability or admissibility in evidence of
any of the Security Documents or any of the Underlying 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 the Security Documents and the Underlying
Documents and each of the Security Documents and the Underlying Documents is in
proper form for its enforcement in the courts of each Relevant
Jurisdiction;
  7.1.7
              Choice
      of law
  the
choice of English law to govern the Underlying Documents and the Security
Documents (other than the Mortgages), the choice of the law of the relevant Flag
State to govern each Mortgage, and the submissions by the Security Parties to
the non-exclusive jurisdiction of the English courts, are valid and
binding;
   33
  7.1.8
              No
      immunity
  none of
the Borrowers 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 the Underlying Documents and the Security
Documents or the performance by each Security Party of its obligations under the
Underlying Documents and the Security Documents 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; and
  7.1.10
              Shareholdings
  each of
the Borrowers and the Manager are wholly-owned direct or indirect Subsidiaries
of the Corporate Guarantor and no less than 35% of the total issued and voting
share capital of the Corporate Guarantor is ultimately beneficially owned by Mr
Dimitrios Melissanidis.
  7.2
              Initial
      representations and warranties
  The
Borrowers jointly and severally further represent and warrant to the Bank
that:
  7.2.1
              Pari
      passu
  the
obligations of each Borrower under this Agreement and the Master Swap Agreement
are direct, general and unconditional obligations of such Borrower and rank at
least pari passu with all other present and future unsecured and unsubordinated
Indebtedness of such 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
  none of
the Borrowers nor any of their respective Related Companies nor any other
Security Party 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 the Master Swap Agreement or any other 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 Underlying Documents or the Security Documents or are
imposed on or by virtue of the execution or delivery by the Security Parties of
the Underlying Documents or 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;
   34
  7.2.6
                No
      Default under Contracts or Refund
Guarantees
 no
Borrower is in default of any of its obligations under the relevant Contract or
any of its obligations upon the performance or observance of which depend the
continued liability of any Refund Guarantor in accordance with the terms of any
Refund Guarantee relating to such Ship;
  7.2.7
              No
      Encumbrance in respect of pre-delivery
security
  no
Borrower has previously charged, encumbered or assigned the benefit of any of
its rights, title and interest in or to the Contract or any Refund Guarantee
relating to such Borrower’s Ship and such benefit and all such rights, title and
interest are freely assignable and chargeable in the manner contemplated by the
Security Documents;
  7.2.8
              The
      Ships
  each Ship
will be on the Drawdown Date of the Delivery Advance relevant to such
Ship:
  (a)
              in
      the absolute ownership of the relevant Borrower who will, on and after
      such date, be the sole, legal and beneficial owner of such
      Ship;
  (b)
              registered
      in the name of the relevant Borrower 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;
  7.2.9
              Ships’
      employment
  none of
the Ships is, nor will be, on the Drawdown Date of the relevant Delivery
Advance, 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 Drawdown Date of the Delivery Advance relevant to a Ship, there will
not be any agreement or arrangement whereby the Earnings of that Ship may be
shared with any other person;
  7.2.10
              Freedom
      from Encumbrances
  no Ship,
nor its Earnings, Insurances or Requisition Compensation nor its Operating
Account nor any other properties or rights which are, or are to be, the subject
of any of the Security Documents relating to that Ship nor any part thereof will
be, on the Drawdown Date of the Delivery Advance relevant to such Ship, subject
to any Encumbrance (other than Permitted Encumbrances);
  7.2.11
              Compliance
      with Environmental Laws and
Approvals
  except as
may already have been disclosed by the Borrowers in writing to, and acknowledged
in writing by, the Bank:
  (a)
              the
      Borrowers and the other Relevant Parties and, to the best of the
      Borrowers’ knowledge and belief (having made due enquiry), their
      respective Environmental Affiliates have complied with the provisions of
      all Environmental Laws;
  (b)
              the
      Borrowers and the other Relevant Parties and, to the best of the
      Borrowers’ 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 Borrowers nor any other Relevant Party nor, to the best of the
      Borrowers’ knowledge and belief (having made due enquiry), any of their
      respective Environmental Affiliates has received notice of any
      Environmental Claim that the Borrowers or any of them or any other
      Relevant Party or any such Environmental Affiliate is not in compliance
      with any Environmental Law or any Environmental
  Approval;
   35
   7.2.12
              No
      Environmental Claims
  except as
may already have been disclosed by the Borrowers in writing to, and acknowledged
in writing by, the Bank, there is no Environmental Claim pending or, to the best
of the Borrowers’ knowledge and belief, threatened against any of the Borrowers
or any of the Ships or any other Relevant Party or any other Relevant Ship or,
to the best of the Borrowers’ knowledge and belief (having made due enquiry),
any of their respective Environmental Affiliates;
  7.2.13
              No
      potential Environmental Claims
  except as
may already have been disclosed by the Borrowers 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 of the Borrowers nor, to the best of
the Borrowers’ knowledge and belief (having made due enquiry), 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;
  7.2.14
              No
      material adverse change
  there has
been no material adverse change in the financial position of the Borrowers or
the Manager or the Corporate Guarantor or any other Relevant Party or the
consolidated financial position of the Group from that described by the
Borrowers to the Bank in the negotiation of this Agreement;
  7.2.15
              ISPS
      Code
  on the
Drawdown Date of the Delivery Advance for a Ship, the relevant Borrower shall
have a valid and current ISSC in respect of that Ship and such Ship shall be in
compliance with the ISPS Code;
  7.2.16
              Copies
      true and complete - commissions
  (a)
              the
      copies of each of the Underlying Documents (other than the Refund
      Guarantees) delivered or to be delivered to the Bank pursuant to
      clause 9.1 are, or will when delivered be, true and complete copies
      of such documents; each of such document constitutes valid and binding
      obligations of the parties thereto enforceable in accordance with its
      terms and there will have been no amendments or variations thereof or
      defaults thereunder; and
  (b)
              there
      are no address or other commissions payable to any of the Borrowers or any
      other Relevant Party on account of any of the Contracts, except as
      disclosed in writing by or on behalf of the Borrowers or any other
      Security Party to the Bank prior to the date of this
      Agreement;
  7.2.17
              Refund
      Guarantees
  the
original executed copy of each Refund Guarantee delivered or to be delivered to
the Bank pursuant to clause 9 is, or will when delivered be, a true and complete
original of such document; each such document will, when delivered, constitute
valid and binding obligations of the relevant Refund Guarantor enforceable in
accordance with its terms and there will have been no amendments or variations
thereof or defaults thereunder; and
   36
  7.2.18
                Application
      for DOC and SMC
  the
Operator maintains a DOC for itself and, on the Drawdown Date of the Delivery
Advance for a Ship, it will have applied, for an SMC in respect of such Ship,
and neither the Borrowers nor the Operator is aware of any reason why any such
application may be refused.
  7.3
              Repetition
      of representations and warranties
  On and as
of each Drawdown Date and (except in relation to the representations and
warranties in clause 7.2) on each Interest Payment Date, the Borrowers
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 by the Borrowers to the Bank (if any) have been prepared in accordance
with generally accepted international accounting principles and practices which
have been consistently applied and present fairly and accurately the financial
position of the Borrowers as at the end of the financial period to which the
same relate and the results of the operations of the Borrowers for the financial
period to which the same relate, and, as at the end of such financial period,
none of the Borrowers 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
Borrowers jointly and severally undertake 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, each
Borrower will:
  8.1.1
              Notice
      of Default
  (a)
              promptly
      inform the Bank of any occurrence of which it becomes aware which might
      adversely affect the ability of any Security Party to perform its
      obligations under any of the Security Documents or the Underlying
      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; and
  (b)
              promptly
      inform the Bank of any occurrence of which it becomes aware which might
      adversely affect the ability or rights of any Borrower to make any claims
      under the Contract or any Refund Guarantee relating to such Ship, which
      might reduce or release any of the obligations of the Builder under such
      Contract or of the relevant Refund Guarantor under such Refund Guarantee
      (as the case may be);
  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 and the Underlying Documents;
  8.1.3
              Use
      of proceeds
  use the
Loan or, as the case may be, the Advances exclusively for the purpose specified
in clauses 1.1 and 2.3;
   37
  8.1.4
              Pari
      passu
  ensure
that its obligations under this Agreement and the Master Swap 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 financial statements of each of the Borrowers in
accordance with generally accepted international accounting principles and
practices consistently applied in respect of each financial year and cause the
same to be reported on by their respective auditors and prepare or cause to be
prepared unaudited financial statements of each of the Borrowers in respect of
each financial half year on the same basis as the annual 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 audited financial statements) and thirty (30) days (in the case of
unaudited financial 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 or like document issued by the Borrowers, the Corporate
Guarantor, the Manager, any of their respective Related Companies or any other
member of the Group to their shareholders or creditors generally, in each case
at the time of issue thereof;
  8.1.7
              Provision
      of further information
  provide
the Bank with such financial and other information concerning the Group, the
Borrowers, the other Security Parties, the other Relevant Parties and their
respective affairs, at the earliest possible opportunity and in any event at
regular intervals of not more than three (3) months and at all other times as
the Bank may from time to time require, including, without limitation, any
management information, information relating to the Builder and the construction
of the Ships, information relating to the position, trading and/or employment of
the Ships and any actual or proposed purchase of vessels by any member of the
Group, copies of all documents required of the Corporate Guarantor to file with
the Securities and Exchange Commission of the U.S.A. or pursuant to the
Sarbanes-Oxley Act of the U.S.A. and any other documents or information as may
be reasonably required by the Bank;
  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 and the Underlying Documents;
  8.1.9
              Compliance
      with Code
  and will
procure that any Operator will, comply with, and ensure that each Ship 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 such Operator’s DOC or the SMC in respect of
any Ship;
   38
  8.1.11
                Issuance
      of DOC and SMCSMC
  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 any of the
Borrowers or any Operator of notification that its application for the same has
been refused;
  8.1.12
              ISPS
      Code compliance
  and will
procure that the Manager or any Operator will:
  (a)
              from
      the Drawdown Date of the Delivery Advance for a Ship and at all times
      thereafter, maintain a valid and current ISSC in respect of that
      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 of the Delivery Advance for a Ship and at all
      times thereafter, that Ship will comply at all times with the ISPS Code;
      and
  8.1.13
              “KYC”
      requirements
  deliver
to the Bank such documents and evidence as the Bank shall from time to time
require, based on applicable law and regulations and the Bank's own internal
guidelines from time to time, in each case, relating to the verification of
identity and knowledge of the Bank’s customers.
  8.2
              Security
      value maintenance
  8.2.1
              Security
      shortfall
  If, at
any time after the Drawdown Date of the first Delivery Advance to be drawn down,
the Security Value shall be less than the Security Requirement, the Bank may
give notice to the Borrowers requiring that such deficiency be remedied and then
the Borrowers shall at its discretion either:
  (a)
              prepay
      within a period of fourteen (14) days of the date of receipt by the
      Borrowers 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 repayment made in accordance with clause 4.1 between the date of the
      notice and the date of such prepayment) being at least equal to the
      Security Value; or
  (b)
              within
      fourteen (14) days of the date of receipt by the Borrowers 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 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 4.5 shall apply to prepayments made under
clause 8.2.1(a).
  8.2.2
              Valuation
      of Mortgaged Ships
  Each
Mortgaged Ship shall, for the purposes of this clause 8.2, be valued in
Dollars as and when the Bank shall require by an independent firm of shipbrokers
nominated by the Borrowers and approved by the Bank in its sole discretion or,
failing such nomination or approval, appointed by the Bank in its sole
discretion.  Each such valuation of a Mortgaged Ship 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 and without taking into account the benefit of any charterparty or other
engagement concerning the relevant Mortgaged Ship.  Such valuation
shall constitute the value of such Mortgaged Ship for the purposes of this
clause 8.2 unless the Bank objects
to the valuation of the relevant Mortgaged Ship provided by the shipbroker
nominated by the Borrowers within seven (7) days of receipt of such valuation,
in which event the value of such Mortgaged Ship shall be the mean of the value
specified in such valuation and the value specified in a further valuation
issued by an independent firm of shipbrokers appointed by the Bank and made on
the same basis as specified above.
  39
 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 valuations shall be obtained.
  8.2.3
              Information
  The
Borrowers jointly and severally undertake to the Bank to supply to the Bank and
to any such shipbrokers such information concerning each Mortgaged Ship and its
condition as such shipbrokers may reasonably 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 in schedule 2, Part 6, paragraph 19,
and any valuation either of any additional security for the purposes of
ascertaining the Security Value at any time or necessitated by the Borrowers
electing to constitute additional security pursuant to clause 8.2.1(b),
shall be borne by the Borrowers.
  8.2.5
              Valuation
      of additional security
  For the
purposes 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
Borrowers jointly and severally undertake 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, they will not,
without the prior written consent of the Bank:
  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 their respective present or future
undertakings, assets, rights or revenues (including, but not limited to, the
Borrowers’ rights against the Bank under any Transactions and/or the Master Swap
Agreement or all or any part of the Borrowers’ interest in any amount payable to
the Borrowers by the Bank under any Transactions and/or the Master Swap
Agreement)  in order to secure or prefer any present or future
Indebtedness or other liability or obligation of the Borrowers or any of them or
any Security Party or any other person;
  8.3.2
              No
      merger
  merge or
consolidate with any other person or enter into any demerger, amalgamation,
corporate reconstruction or redomiciliation of any type;
   40
  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 relevant Borrower taken as a whole) of their
respective 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 the ownership and operation of the Ships and the
chartering of the Ships to third parties;
  8.3.5
              Acquisitions
  acquire
any further assets other than the Ships and rights arising under contracts
entered into by or on behalf of the relevant Borrower in the ordinary course of
its business of owning, operating and chartering the Ships;
  8.3.6
              Other
      obligations
  incur any
obligations except for obligations arising under the Underlying Documents or the
Security Documents or contracts entered into in the ordinary course of their
business of owning, operating and chartering the Ships;
  8.3.7
              No
      borrowing
  incur any
Indebtedness except for Indebtedness pursuant to the Security
Documents;
  8.3.8
              Repayment
      of borrowings
  repay the
principal of, or pay interest on or any other sum in connection with any of
their Indebtedness except for Indebtedness pursuant to the Security
Documents;
  8.3.9
              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 and 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;
  8.3.10
              Loans
  make any
loans or grant any credit (save for normal trade credit in the ordinary course
of business) to any person or agree to do so;
  8.3.11
              Sureties
  permit
any Indebtedness of the Borrowers to any person (other than the Bank) to be
guaranteed 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);
   41
  8.3.12
              Share
      capital and distribution
  purchase
or otherwise acquire for value any shares of their capital or distribute any of
their other present or future assets, undertakings, rights or revenues to any of
their shareholders or, following an Event of Default or if an Event of Default
is likely to occur as a result thereof, declare or pay any
dividends;
  8.3.13
              Subsidiaries
  form or
acquire any Subsidiaries;
  8.3.14
              Manager
  appoint
any manager of any of the Ships other than the Manager or terminate or amend the
terms of any of the Management Agreements; or
  8.3.15
              Shareholdings
  (a)
              change,
      cause or permit any change in, the legal and/or ultimate beneficial
      ownership of any of the shares in the Corporate Guarantor which would
      result in Mr Dimitrios Melissanidis being the ultimate beneficial owner of
      less than 35% of the total issued voting share capital of the Corporate
      Guarantor; or
  (b)
              change,
      cause or permit any change in, the legal and/or beneficial ownership of
      any of the shares in any Borrower or the Manager which would result in any
      such Security Party ceasing to be a wholly-owned direct or indirect
      Subsidiary of the Corporate
Guarantor.
  8.4
              Pre-delivery
      positive undertakings
  The
Borrowers hereby jointly and severally undertake and agree with the Bank that
they will:
  8.4.1
              Conveyance
      on default
  where any
Ship is (or is to be) sold in exercise of any power contained in the relevant
Pre-delivery Security Assignment or otherwise conferred on the Bank, execute,
forthwith upon request by the Bank, such form of conveyance of such Ship as the
Bank may require;
  8.4.2
              Flag
      State
  not later
than thirty (30) days prior to the Delivery Date of each Ship, obtain the Bank’s
written approval of the Flag State for such Ship; and
  8.4.3
              Mortgage
  immediately
upon Delivery of each Ship procure that the relevant Borrower shall execute, and
procure the registration of, the Mortgage over such Ship under the laws and flag
of the relevant Flag State and provide all other documents and evidence as
specified in Part 6 of schedule 2 in respect of such Ship.
  8.5
              Pre-delivery
      negative undertaking
  The
Borrowers hereby jointly and severally further undertake and agree with the Bank
that they will not, without the prior written consent of the Bank (and then only
subject to such conditions as the Bank may impose, let or agree to) let any
Ship:
  8.5.1
              on
      demise charter for any period; or
  8.5.2
              by
      any time or consecutive voyage charter for a term which exceeds or which
      by virtue of any optional extensions therein contained may exceed twelve
      (12) months’ duration; or
   42
  8.5.3
              on
      terms whereby more than two (2) months’ hire (or the equivalent) is
      payable in advance; or
  8.5.4
              below
      the market rate prevailing at the time when the relevant Ship is
      fixed.
  9
              Conditions
  9.1
              Documents
      and evidence
  9.1.1
              Commitment
  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
              First
      Advances
  The
obligation of the Bank to make available the First Advance in respect of any
Ship 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 relevant
First Advance, the documents and evidence specified in Part 2 of schedule 2
in respect of such Ship, in form and substance satisfactory to the
Bank.
  9.1.3
              Second
      Advances
  The
obligation of the Bank to make available the Second Advance in respect of any
Ship 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 relevant
Second Advance, the relevant documents and evidence specified in Part 3 of
schedule 2 in respect of such Ship, in form and substance satisfactory to
the Bank.
  9.1.4
              Third
      Advances
  The
obligation of the Bank to make available the Third Advance in respect of any
Ship 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 relevant
Third Advance, the relevant documents and evidence specified in Part 4 of
schedule 2 in respect of such Ship, in form and substance satisfactory to
the Bank.
  9.1.5
              Fourth
      Advances
  The
obligation of the Bank to make available the Fourth Advance in respect of any
Ship shall be subject to the conduction that the Bank or its duly authorised
respective shall have received, on or prior to the drawdown of the relevant
Fourth Advance, the documents and evidence specified in Part 5 of schedule 2 in
respect of such Ship, in form and substance satisfactory to the
Bank.
  9.1.6
              Delivery
      Advances
  The
obligation of the Bank to make available the Delivery Advance in respect of any
Ship 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 relevant
Delivery Advance, the documents and evidence specified in Part 6 of schedule 2 in respect of such Ship, in form and
substance satisfactory to the Bank.
  9.2
              General
      conditions precedent
  The
obligation of the Bank to make any Advance available shall be subject to the
further conditions that, at the time of the giving of the Drawdown Notice in
respect of the relevant Advance and at the time of the making of the relevant
Advance:
   43
  9.2.1
                the
      representations and warranties contained in (i) clauses 7.1, 7.2 and
      7.3(b) and (ii) clause 4 of the 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 such Advance.
  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 each Drawdown Date and not later than five
(5) Banking Days prior to each Interest Payment Date, the Bank may request and
the Borrowers shall, not later than two (2) Banking Days prior to such date,
deliver to the Bank on such request further favourable certificates and/or
opinions as to any or all of the matters which are the subject of
clauses 7, 8, 9 and 10 of this Agreement.
  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 or the Underlying Documents at the time, in the
      currency and in the manner stipulated in the Security Documents or the
      Underlying 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
  10.1.2
              Master Swap
      Agreement:  (i) an Event of Default or Potential Event of
      Default (in each case as defined in the Master Swap Agreement) has
      occurred and is continuing under the Master Swap Agreement or (ii) an
      Early Termination Date (as defined in the Master Swap Agreement) has
      occurred or been effectively designated under the Master Swap Agreement or
      (iii) a person entitled to do so gives notice of an Early Termination Date
      (as defined in the Master Swap Agreement) under section 6(b)(iv) of
      the Master Swap Agreement or (iv) the Master Swap Agreement is terminated,
      cancelled, suspended, rescinded or revoked or otherwise ceases to remain
      in full force and effect for any reason;
or
  10.1.3
              Breach of Insurance and certain
      other obligations: any of the Borrowers or the Manager fails to
      obtain and/or maintain the Insurances (in accordance with the requirements
      of the Security Documents) for any of the Ships or if any insurer in
      respect of such Insurances cancels any of such Insurances or disclaims
      liability by reason, in either case, of mis-statement in any proposal for
      any of such Insurances or for any other failure or default on the part of
      the Borrowers or any of them or any other person or the Borrowers or the
      Corporate Guarantor commit any breach of or omit to observe any of the
      obligations or undertakings expressed to be assumed by them under clauses
      8.2, 8.3, 8.4 or 8.5 of this Agreement or clauses 5.1.5 or 5.2 of the
      Corporate Guarantee, respectively;
or
  10.1.4
              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 or any of the Underlying Documents
      (other than those referred to in clauses 10.1.1, 10.1.2 and 10.1.3
      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
   44
  10.1.5
              Misrepresentation: any
      representation or warranty made or deemed to be made or repeated by or in
      respect of any Security 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 or any of the Underlying
      Documents is or proves to have been incorrect or misleading in any
      material respect; or
  10.1.6
              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 the relevant 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
  10.1.7
              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
  10.1.8
              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
  10.1.9
              Reduction or loss of
      capital: a meeting is convened by any Relevant Party for the
      purpose of passing any resolution to purchase or reduce its share capital
      or to redeem any of its shares; or
  10.1.10
              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
  10.1.11
              Administration: any
      petition is presented, notice given or 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
  10.1.12
              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
  10.1.13
              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 company and any of its creditors;
      or
  10.1.14
              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 10.1.7 to 10.1.13 (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
   45
  10.1.15
              Cessation of business:
      any Relevant Party suspends or ceases or threatens to suspend or cease to
      carry on its business; or
  10.1.16
              Seizure: all or a
      material part of the undertaking, assets, rights or revenues of, or shares
      or other ownership interests in, any Relevant Party are seized,
      nationalised, expropriated or compulsorily acquired by or under the
      authority of any government; or
  10.1.17
              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
  10.1.18
              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
  10.1.19
              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
  10.1.20
              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
  10.1.21
              Material adverse change:
      there occurs, in the reasonable opinion of the Bank, a material adverse
      change in the financial condition of any Security Party or the Group by
      reference to the financial position of that Security Party or the Group as
      described by or on behalf of the Borrowers or any Security Party to the
      Bank in the negotiation of this Agreement;
or
  10.1.22
              Arrest: any 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 Borrower and
      such Borrower shall fail to procure the release of such Ship within a
      period of two (2) days thereafter;
or
  10.1.23
              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 if such registration of any Ship is not renewed at least forty
      five (45) days prior to the expiry of such registration;
  or
  10.1.24
              Unrest:any
      Flag State becomes involved in hostilities or civil war or there is a
      seizure of power in any 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
  10.1.25
              Environment: any of the
      Borrowers 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 Borrowers and/or any other Relevant
      Party and/or any of their respective Environmental Affiliates or any Ship
      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 any of the Borrowers or the Corporate Guarantor or any other
      Security Party or on the security constituted by any of the Security
      Documents; or
  10.1.26
              P&I: any Borrower or
      the Manager or any other person fails or omits to comply with any
      requirements of the protection and indemnity association or other insurer
      with which a Ship is entered for insurance or insured against protection
      and indemnity risks (including oil pollution risks) to the effect that any
      cover (including, without limitation, any cover in respect of liability
      for Environmental
      Claims arising in jurisdictions where such Ship operates or trades) is or
      may be liable to cancellation, qualification or exclusion at any time;
      or
   46
    10.1.27
              Shareholdings:
  (a)
              there
      is any change in the legal and/or ultimate beneficial ownership of any of
      the shares in the Corporate Guarantor which results in Mr Dimitrios
      Melissanidis being the ultimate beneficial owner of less than 35% of the
      total issued voting share capital of the Corporate Guarantor;
      or
  (b)
              there
      is any change in the legal and/or beneficial ownership of any of the
      shares in any Borrower or the Manager which results in any such Security
      Party ceasing to be a wholly-owned direct or indirect Subsidiary of the
      Corporate Guarantor; or
  10.1.28
              Termination or variation of, or
      dispute under, Contracts:  any Contract is terminated or
      rescinded for any reason whatsoever; or any Contract is frustrated; or any
      Contract is varied in any manner not permitted by or pursuant to the
      relevant Pre-delivery Security Assignment or this Agreement; or there is
      any dispute or litigation or any other proceedings between the relevant
      parties under or in respect of any Contract;
or
  10.1.29
              Termination of Refund
      Guarantees:  any Refund Guarantee expires or is
      repudiated, cancelled, rescinded or otherwise terminated (other than by
      the return of such Refund Guarantee by the relevant Borrower to the
      Builder and/or the relevant Refund Guarantor following the Delivery of the
      Ship to which such Refund Guarantee relates);
or
  10.1.30
              Non-delivery of
      Ships:  any Ship is not delivered to, and accepted by,
      the relevant Borrower under the relevant Contract or the Delivery Advance
      for any Ship is not drawn down, in either case, on or before the end of
      the Drawdown Period for the Delivery Advance relevant to such Ship;
      or
  10.1.31
              Operating Accounts:
      moneys are withdrawn from any of the Operating Accounts other than in
      accordance with clause 14; or
  10.1.32
              Listing: the shares of
      the Corporate Guarantor are de-listed or suspended from, or cease to trade
      (whether temporarily or permanently) on, the New York Stock
      Exchange;
  10.1.343
              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 or the Underlying 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 Underlying 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 the Underlying Documents;
      or
  10.1.34
              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 or (ii) the security created by any of the
      Security Documents.
  10.2
              Acceleration
  The Bank
may, without prejudice to any other rights of the Bank, at any time after the
happening of an Event of Default by notice to the Borrowers declare
that:
  10.2.1
              the
      obligation of the Bank to make the Commitment available shall be
      terminated, whereupon the Commitment shall be reduced to zero forthwith;
      and/or
  10.2.2
              the
      Loan and all interest and commitment commission 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.
   47
  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 Borrowers (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 and
commitment commission 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
Borrowers 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 by the Borrowers 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 or reduction of a Tranche or part thereof being made under
      clauses 4.3, 8.2.1 or 12.1 or any other repayment or prepayment of a
      Tranche or part thereof being made otherwise than on an Interest Payment
      Date relating to the part of the Tranche prepaid or repaid;
    or
  11.1.4
              any
      Advance not being made for any reason (excluding any default by the Bank)
      after the Drawdown Notice in relation thereto has been
    given,
  including,
in any such case, but not limited to, any loss or expense sustained or incurred
in maintaining or funding a Tranche or any part thereof or in liquidating or
re-employing deposits from third parties acquired to effect or maintain a
Tranche or any part thereof.
  11.2
              Currency
      indemnity
  If any
sum due from the Borrowers 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 Borrowers or
any of them, (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 Borrowers 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.  Any amount due from the Borrowers
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
Borrowers shall indemnify the Bank on demand and hold the Bank 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
   48
  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.
  12
              Unlawfulness
      and increased costs
  12.1
              Unlawfulness
  If it is
or becomes contrary to any law or regulation for the Bank to make any Advance or
to maintain the Commitment or fund the Loan, the Bank shall promptly give notice
to the Borrowers whereupon (a) the Commitment shall be reduced to zero and
(b) the Borrowers 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 and commitment commission accrued to the date of prepayment and all
other sums payable by the Borrowers under this Agreement and/or the Master Swap
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
  12.2.2
              increase
      the cost to, or impose an additional cost on, the Bank or its holding
      company in making or keeping the Commitment 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 Commitment or 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 Borrowers in writing of such event promptly upon its
      becoming aware of the same; and
  (b)
              the
      Borrowers shall on demand pay to the Bank the amount which the Bank
      specifies (in a certificate and supporting documents setting forth and
      evidencing 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.
   49
   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 (a) to the extent that the same is
taken into account in calculating the Additional Cost or (b) 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 by the Bank in the following
manner:
  13.1.1
              first,
      in or towards payment of all unpaid costs, expenses, fees and commitment
      commission 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);
  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;
  13.1.5
              fifthly,
      in or towards payment to the Bank of any sum owing under the Master Swap
      Agreement;
  13.1.6
              sixthly,
      in or towards payment to the Bank of any other sums owing to it under any
      of the Security Documents; and
  13.1.7
              seventhly,
      the surplus (if any) shall be paid to the Borrowers or to whomsoever else
      may be entitled to receive such
surplus.
  13.2
              Set-off
  13.2.1
              The
      Borrowers authorise 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 Borrowers, to apply any credit balance to which the Borrowers or any
      of them is then entitled standing upon any account of the Borrowers or any
      of them with any branch of the Bank in or towards satisfaction of any sum
      due and payable from the Borrowers or any of them 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
              Without
      prejudice to its rights hereunder and/or under the Master Swap Agreement,
      the Bank may at the same time as, or at any time after, any Default under
      this Agreement or the Borrowers’ default under the Master Swap Agreement,
      set-off any amount due now or in the future from the Borrowers or any of
      them to the Bank under this Agreement against any amount due from the Bank
      to the Borrowers or any of them under the Master Swap Agreement and apply
      the first amount in discharging the second amount.  The effect
      of any set-off under this sub-clause 13.2.2 shall be effective to
      extinguish or, as the case may require, reduce the liabilities of the Bank
      under the Master Swap Agreement.
   50
  13.2.3
              The
      Bank shall not be obliged to exercise any right given to it by this
      clause 13.2.  The Bank shall notify the Borrowers forthwith
      upon the exercise or purported exercise of any right of set-off giving
      full details in relation thereto.
  13.3
              Further
      assurance
  The
Borrowers jointly and severally undertake with the Bank 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 Borrowers’
Security Documents, the provisions of this Agreement shall prevail.
  14
              Operating
      Accounts
  14.1
              General
  The
Borrowers jointly and severally undertake with the Bank that they
will:
  14.1.1
              on
      or before the date of this Agreement, open each of the Operating Accounts;
      and
  14.1.2
              procure
      that all moneys payable to each Borrower in respect of the Earnings of
      such Borrower’s Ship shall, unless and until the Bank directs to the
      contrary pursuant to the provisions of the relevant Deed of Covenant, be
      paid to the Operating Account for such Ship, Provided however that if any
      of the moneys paid to the relevant Operating Account are payable in a
      currency other than Dollars, the Bank shall (and each Borrower in respect
      of its Operating Account hereby irrevocably instructs the Bank to) convert
      such moneys into Dollars at the Bank’s spot rate of exchange at the
      relevant time for the purchase of Dollars with such currency and the term
      “spot rate of
      exchange” shall include any premium and costs of exchange payable
      in connection with the purchase of Dollars with such
    currency.
  14.2
              Operating
      Accounts: withdrawals
  Unless
the Bank otherwise agrees in writing, no Borrower shall be entitled to withdraw
any moneys from its Operating Account at any time from the date of this
Agreement and so long as any moneys are owing under the Security Documents save
that, unless and until a Default shall occur and the Bank shall direct to the
contrary, each Borrower may withdraw moneys from its Operating Account for the
following purposes:
  14.2.1
              to
      pay any unpaid costs, expenses, fees and commitment commission which may
      be owing to the Bank under any of the Security
  Documents;
  14.2.2
              to
      pay any amount to the Bank in or towards payments of any instalments of
      interest or principal or any other amounts then payable pursuant to the
      Security Documents;
  14.2.3
              to
      pay the proper and reasonable expenses of its Ship;
  and
  14.2.4
              to
      pay the proper and reasonable expenses of administering its affairs;
      and
  14.2.5
              to
      make as other payment not expressly prohibited by the terms of this
      Agreement or any other Security Document,
   51
  Provided
      however that if, in the opinion of the Bank, there are insufficient sums
      standing to the credit of the Operating Accounts to meet principal and
      interest falling due on the next Repayment Date and the next Interest
      Payment Date or any other moneys which are or will become due and payable
      to the Bank, the Borrowers shall not be entitled to make any withdrawal
      under clauses 14.2.4 and 14.2.5 without the prior written consent of the
      Bank.
  14.3
              Interest
  Amounts
standing to the credit of each Operating Account shall bear interest at the rate
(unless otherwise agreed between the Bank and the relevant Borrower) which is
certified by the Bank to that Borrower to be the rate quoted by the Bank to its
customers for deposits in Dollars for such period as the Bank may determine and
in an amount comparable with the amount for the time being standing to the
credit of that Operating Account, such interest to be credited to such Operating
Account at the expiry of each such period of deposit and to accrue from day to
day and to be calculated on the basis of a three hundred and sixty (360) day
year and the actual number of days elapsed.
  14.4
              Set-off
  Without
in any way affecting the rights of the Bank under clause 13.2, upon the
occurrence of a Default or at any time thereafter the Bank shall be entitled to
set-off and apply all sums standing to the credit of any Operating Account and
accrued interest (if any) thereon without notice to the Borrowers in the manner
specified in clause 13.1.
  14.5
              Deductions
  The Bank
shall be entitled (but not obliged) at any time to deduct from the balance for
the time being standing to the credit of any Operating Account all other moneys
which may fall due to be paid to the Bank under the terms of this Agreement and
the other Security Documents or otherwise howsoever in connection with the Loan
and/or the Master Swap Agreement.
  14.6
              Charging
      of Operating Accounts
  Each
Borrower with full title guarantee hereby charges and agrees to charge, by way
of first fixed charge and releases and agrees to release to the Bank, as a
continuing security for the payment of the Loan, interest thereon and all other
moneys from time to time owing under this Agreement, the Master Swap Agreement
and the other Security Documents (for the purposes of this clause 14.6, the
“Outstanding
Indebtedness”), such Borrower’s Operating Account and all moneys from
time to time standing to the credit of such Operating Account, including any
interest from time to time accrued and accruing thereon (whether or not credited
thereto) and no Borrower shall be entitled to withdraw any such monies from its
Operating Account otherwise than in accordance with this clause 14 until
such time as the Outstanding Indebtedness has been conclusively certified by the
Bank to have been repaid in full.
  14.7
              Representations
      and warranties
  Each
Borrower hereby represents and warrants to the Bank that:
  14.7.1
              it
      is the sole, absolute, legal and beneficial owner of, and has good right
      and title to its Operating Account;
and
  14.7.2
              neither
      its Operating Account nor any part thereof is subject to any Encumbrance
      save as constituted by this Agreement or otherwise permitted by the terms
      of this Agreement.
  15
              Assignment,
      transfer and lending office
  15.1
              Benefit
      and burden
  This
Agreement shall be binding upon, and enure for the benefit of, the Bank and the
Borrowers and their respective successors in title.
   52
  15.2
              No
      assignment by Borrowers
  None of
the Borrowers may assign or transfer any of its rights or obligations under this
Agreement.
  15.3
              Assignment
      by Bank
  The Bank
may assign all or any part of its rights under this Agreement, the Master Swap
Agreement (notwithstanding the terms of Section 7 of the Master Swap Agreement)
or under any of the other Security Documents to any other bank or financial
institution (an “Assignee”) without the consent
of the Borrowers (the Borrowers consenting to any such assignment by their
execution of this Agreement).
  15.4
              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 Borrowers (the Borrowers consenting to any such transfer by their
execution of this Agreement) 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.
  15.5
              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 clauses 15.3 or 15.4,
the Borrowers jointly and severally undertake, 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.
  15.6
              Lending
      office
  The Bank
shall lend through its office at the address specified in this Agreement 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 15.6, the Bank shall notify the Borrowers promptly of such
change.
  15.7
              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 Borrowers as the Bank shall consider
appropriate.
  16
              Notices and other matters
  16.1
              Notices
  Every
notice, request, demand or other communication under this Agreement or (unless
otherwise provided therein) under any of the other Security Documents
shall:
  16.1.1
              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;
  16.1.2
              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 three (3) days after it has been put
      in the post and, in the case of a facsimile transmission or other means of
      telecommunication in permanent written form, upon receipt of confirmation
      that the facsimile transmission has been received (provided that if the
      date receipt is not a business day in the country of the addressee or if
      the time of receipt 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
   53
    16.1.3
              be
      sent:
  (a)
              if
      to the Borrowers or any of them at:
  c/o
Aegean Bunkering Services Inc.
 42
Hatzikiriakou Street
 185 38
Piraeus
 Greece
  Fax
no:     +30 210 458 6270
 Attention:  Mr
Apostolos Manitsas
  (b)
              if
      to the Bank at:
  The Royal
Bank of Scotland plc
 Piraeus
Branch
 45 Akti
Miaouli
 185 36
Piraeus
 Greece
  Fax
No:    +30 210 459 6600
 Attention:  Shipping
Department
  or to
such other address and/or numbers as is notified by one party to the other party
under this Agreement.
  16.2
              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.
  16.3
              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.
  16.4
              Borrowers'
      obligations
  16.4.1
              Joint
      and several
  Notwithstanding
anything to the contrary contained in any of the Security Documents, the
agreements, obligations and liabilities of the Borrowers herein contained are
joint and several and shall be construed accordingly.  Each of the
Borrowers agrees and consents to be bound by the Security Documents to which it
is, or is to be, a party notwithstanding that each of the other Borrowers which
is intended to sign or to be bound may not do so or be effectually bound and
notwithstanding that any of the Security Documents may be invalid or
unenforceable against the other Borrowers or any of them, whether or not the
deficiency is known to the Bank.
   54
  16.4.3
              Borrowers
      as principal debtors
  Each
Borrower acknowledges and confirms that it is a principal and original debtor in
respect of all amounts which may become payable by the Borrowers in accordance
with the terms of this Agreement or the Master Swap Agreement or any of the
other Security Documents and agrees that the Bank may also continue to treat it
as such, whether or not the Bank is or becomes aware that such Borrower is or
has become a surety for the other Borrowers or any of them.
  16.4.3
              Indemnity
  The
Borrowers hereby agree jointly and severally to keep the Bank fully indemnified
on demand against all damages, losses, costs and expenses (provided that, in the
case of such costs and expenses, they are reasonable and
documented)  arising from any failure of any Borrower to perform or
discharge any purported obligation or liability of the other Borrowers or any of
them which would have been the subject of this Agreement or the Master Swap
Agreement or any other Security Document had it been valid and enforceable and
which is not or ceases to be valid and enforceable against a Borrower on any
ground whatsoever, whether or not known to the Bank (including, without
limitation, any irregular exercise or absence of any corporate power or lack of
authority of, or breach of duty by, any person purporting to act on behalf of a
Borrower (or any legal or other limitation, whether under the Limitation Acts or
otherwise or any disability or death, bankruptcy, unsoundness of mind,
insolvency, liquidation, dissolution, winding up, administration, receivership,
amalgamation, reconstruction or any other incapacity of any person whatsoever
(including, in the case of a partnership, a termination or change in the
composition of the partnership) or any change of name or style or constitution
of any Security Party)).
  16.4.4
              Liability
      unconditional
  None of
the obligations or liabilities of any Borrower under this Agreement or the
Master Swap Agreement or any other Security Document shall be discharged or
reduced by reason of:
  (a)
              the
      death, bankruptcy, unsoundness of mind, insolvency, liquidation,
      dissolution, winding-up, administration, receivership, amalgamation,
      reconstruction or other incapacity of any person whatsoever (including, in
      the case of a partnership, a termination or change in the composition of
      the partnership) or any change of name or style or constitution of the
      other Borrowers or any of them or any other person
  liable;
  (b)
              the
      Bank granting any time, indulgence or concession to, or compounding with,
      discharging, releasing or varying the liability of, the other Borrowers or
      any of them or any other person liable or renewing, determining, varying
      or increasing any accommodation, facility or transaction or otherwise
      dealing with the same in any manner whatsoever or concurring in,
      accepting, varying any compromise, arrangement or settlement or omitting
      to claim or enforce payment from the other Borrowers or any of them or any
      other person liable; or
  (c)
              anything
      done or omitted which but for this provision might operate to exonerate
      the Borrowers or any of them.
  16.4.5
              Recourse
      to other security
  The Bank
shall not be obliged to make any claim or demand or to resort to any Security
Document or other means of payment now or hereafter held by or available to it
for enforcing this Agreement or the Master Swap Agreement or any of the Security
Documents against a Borrower or any other person liable and no action taken or
omitted by the Bank in connection with any such Security Document or other means
of payment will discharge, reduce, prejudice or affect the liability of the
Borrowers under this Agreement, the Master Swap Agreement and the Security
Documents to which any of them is, or is to be, a party.
   55
  16.4.6
              Waiver
      of Borrowers' rights
  Each
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/or the Master
Swap Agreement and while all or any part of the Commitment remains outstanding,
it will not, without the prior written consent of the Bank:
  (a)
              exercise
      any right of subrogation, reimbursement and indemnity against the other
      Borrowers or any of them or any other person liable under the Security
      Documents;
  (b)
              demand
      or accept repayment in whole or in part of any Indebtedness now or
      hereafter due to such Borrower from the other Borrowers or any of them or
      from any other person liable 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;
  (c)
              take
      any steps to enforce any right against the other Borrowers or any of them
      or any other person liable in respect of any such moneys;
    or
  (d)
              claim
      any set-off or counterclaim against the other Borrowers or any of them or
      any other person liable or claiming or proving in competition with the
      Bank in the liquidation of the other Borrowers or any of them or any other
      person liable or have the benefit of, or share in, any payment from or
      composition with, the other Borrowers or any of them or any other person
      liable or any other Security Document now or hereafter held by the Bank
      for any moneys owing under this Agreement and/or the Master Swap 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 the other Borrowers or any of them or
      other person liable 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
      and/or the Master Swap Agreement in such manner as the Bank shall deem
      appropriate.
  16.5
              Maximum
      liability
  16.5.1
              Each
      Borrower shall be entitled to rights of contribution as against the other
      Borrowers or any of them, however, such rights of contribution shall (a)
      not in any way (except as otherwise expressly set forth in clause 16.5.2
      below) condition or lessen the liability of each Borrower as a joint and
      several borrower for the whole of the obligations owed to the Bank
      hereunder, and under the Security Documents and (b) shall be fully subject
      and subordinate to the rights of the Bank against the Borrowers hereunder,
      and under the Security Documents.
  16.5.2
              Notwithstanding
      anything to the contrary contained in this Agreement, or any of the
      Security Documents, in the event that any court or other judicial body of
      competent jurisdiction determines that legal principles of fraudulent
      conveyances, fraudulent transfers or similar concepts are applicable in
      evaluating the enforceability against any particular Borrower or its
      assets of this Agreement or any Security Document granted by such Borrower
      as security for its obligations hereunder and that under such principles,
      this Agreement or such other Security Documents would not be enforceable
      against such Borrower or its asset unless the following provisions of this
      clause 16.5.2 had effect, then, the maximum liability of such Borrower
      hereunder (the “Maximum
      Liability Amount”) shall be limited such that in no event shall
      such amount exceed the lesser of (i) the obligations of such Borrower
      hereunder (in the principal amount of up to Forty three million one
      hundred and sixty thousand Dollars ($43,160,000), plus interest, expenses,
      fees and any amounts owing under the Master Swap Agreement), and (ii) an
      amount equal to the aggregate, without double counting, of (a) ninety-five
      percent (95%) of such Borrower’s Adjusted Net Worth (as hereinafter
      defined) on the date hereof, on the date of commencement of a case under
      the Bankruptcy Code of the United States of America, as amended (11 U.S.C.
      ss 101-1330) (the “Bankruptcy Code”) or any
      similar legislation in any other jurisdiction, in which such Borrower is a
      debtor, or on the date enforcement of this Agreement is sought (the “Determination Date”),
      whichever is greater, (b) the aggregate fair value of such Borrower’s
      Subrogation and Contribution Rights (as hereinafter defined) and (c) the
      amount of any Valuable Transfer (as hereinafter defined) to such Borrower;
      provided that each Borrower’s liability under this Agreement shall further
      be limited to the extent, if any, required so that the obligations of each
      Borrower under this Agreement shall not be subject to avoidance under
      Section 548 of the Bankruptcy Code or any similar provision under the
      legislation of any other relevant jurisdiction, or to being set aside or
      annulled under any applicable law relating to fraudulent transfers or
      fraudulent conveyances.  In determining the limitations, if any,
      on the amount of any Borrower’s obligations hereunder pursuant to the
      preceding sentence, any rights of subrogation or contribution
      (collectively the “Subrogation and Contribution
      Rights”) which such Borrower may have on the Determination Date
      with respect to the Funding Borrower (as hereinafter defined) under
      applicable law shall be taken into
account.
  56
 16.5.3
              As
      used herein “Adjusted Net
      Worth” of each Borrower shall mean, as of any date of determination
      thereof, an amount equal to the lesser of (a) an amount equal to the
      excess of (i) the amount of the present fair saleable value of the assets
      of such Borrower over (ii) the amount that will be required to pay such
      Borrower’s probable liability on its then existing debts, including
      contingent liabilities, as they become absolute and matured, and (b) an
      amount equal to the excess of (i) the sum of such Borrower’s property at a
      fair valuation over (ii) the amount of all liabilities of such Borrower,
      contingent or otherwise, as such terms are construed in accordance with
      applicable federal and state laws in the United States of America, or the
      laws of other applicable jurisdictions, governing determinations of the
      insolvency of debtors.
  16.5.4
              In
      determining the Adjusted Net Worth of each Borrower for purposes of
      calculating the Maximum Liability Amount for such Borrower, the
      liabilities of such Borrower to be used in such determination pursuant to
      each section (ii) of clause 17.6.3 shall in any event exclude (a) the
      liabilities of such Borrower under this Agreement, (b) any liabilities of
      such Borrower subordinated in right of payment to this Agreement and (c)
      any liabilities of such Borrower for Subrogation and Contribution Rights
      to the other Borrowers.
  16.5.5
              As
      used herein “Valuable
      Transfer” shall mean, in respect of each Borrower, (a) all loans,
      advances or capital contributions made to such Borrower with proceeds of
      the Loan made under this Agreement, (b) all debt securities or other
      obligations of such Borrower acquired from such Borrower or retired by
      such Borrower with proceeds of the Loan made under this Agreement and
      transferred, absolutely and not as collateral, to such Borrower (c) the
      fair market value of all property acquired with proceeds of the Loan made
      under this Agreement and transferred, absolutely and not as collateral, to
      such Borrower, (d) all equity securities of such Borrower acquired from
      such Borrower with proceeds of the Loan made under this Agreement and (e)
      the value of any other economic benefits in accordance with applicable
      federal and state laws, or the laws of other applicable jurisdictions,
      governing determinations of the insolvency of debtors, in each case
      accruing to such Borrower as a result of the Loan made available under
      this Agreement.
  16.5.6
              Without
      in any way modifying or affecting the obligations of any of the Borrowers
      hereunder, in the event any of the Borrowers shall make any payment or
      payments to the Bank under this Agreement in an aggregate amount in excess
      of such Borrower’s Percentage (such Borrower hereinafter called the “Funding Borrower” and
      each of the other Borrowers hereinafter called the “Other Borrower” and
      together the “Other
      Borrowers”), each Other Borrower shall contribute to the Funding
      Borrower an amount equal to such Other Borrower’s Percentage of such
      payment or payments made by the Funding Borrower.  For the
      purposes hereof, a Funding Borrower’s or each Other Borrowers’ Percentage
      shall be determined as of the date on which such payment was made by
      reference to the ratio of (a) such Funding Borrower’s or such Other
      Borrowers’ Adjusted Net Worth as of such date to (b) the aggregate
      Adjusted Net Worth of the Borrowers (including the Funding Borrower) as of
      such date.  Nothing in this paragraph shall affect each
      Borrowers’ several liability to the Bank for the entire amount of the
      obligations of the Borrowers under this Agreement (up to the limitations
      set forth in the preceding paragraph) or in any other manner impair any
      right or remedy of the Bank hereunder.  The limitations provided
      above are intended solely to preserve the rights of the Bank under this
      Agreement to the maximum extent permitted by applicable law and none of
      the Borrowers nor any other person shall have any right hereunder that it
      would not otherwise have under applicable
law.
  57
  17
              Governing law and jurisdiction
  17.1
              Law
  This
Agreement is governed by, and shall be construed in accordance with, English
law.
  17.2
              Submission
      to jurisdiction
  Each
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
Borrowers or any of them or any of their assets may be brought in the English
courts.  Each Borrower irrevocably and unconditionally submits to the
jurisdiction of such courts and irrevocably designates, appoints and empowers
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 Borrowers or any of them 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 Borrowers or any
of them may have against the Bank arising out of or in connection with this
Agreement.
  17.3
              Contracts
      (Rights of Third Parties) Act 1999
  No term
of this Agreement is enforceable under the provisions of 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.
   58





EXECUTEDas a DEED
            )by Y.
      KOUMBIADOU
            )for
      and on behalf of
            )
            
            /s/
      Y. KoumbiadouANDROS
      MARINE INC.
            )
            
            Attorney-in-factas
      Borrower
            )in
      the presence of:
            )/s/
      Anthi KekatouWitnessName:
      Anthi KekatouAddress:
      Norton Rose LLPOccupation:EXECUTEDas a DEED
            )by Y. KOUMBIADOU
            )for
      and on behalf of
            )
            
            /s/
      Y. KoumbiadouDILOS
      MARINE INC.
            )
            
            Attorney-in-factas
      Borrower
            )in
      the presence of:
            )/s/
      Anthi KekatouWitnessName:
      Anthi KekatouAddress:
      Norton Rose LLPOccupation:EXECUTEDas a DEED
            )by Y. KOUMBIADOU
            )for
      and on behalf of
            )
            
            /s/
      Y. KoumbiadouIOS
      MARINE INC.
            )
            
            Attorney-in-factas
      Borrower
            )in
      the presence of:
            )/s/
      Anthi KekatouWitnessName:
      Anthi KekatouAddress:
      Norton Rose LLPOccupation:











9





EXECUTEDas a DEED
            )by Y. KOUMBIADOU
            )for
      and on behalf of
            )
            
            /s/
      Y. KoumbiadouSIFNOS
      MARINE INC.
            )
            
            Attorney-in-factas
      Borrower
            )in
      the presence of:
            )/s/
      Anthi KekatouWitnessName:
      Anthi KekatouAddress:
      Norton Rose LLPOccupation:EXECUTEDas a DEED
            )by Y. KOUMBIADOU
            )for
      and on behalf of
            )
            
            /s/
      Y. KoumbiadouTINOS
      MARINE INC.
            )
            
            Attorney-in-factas
      Borrower
            )in
      the presence of:
            )/s/
      Anthi KekatouWitnessName:
      Anthi KekatouAddress:
      Norton Rose LLPOccupation:EXECUTEDas a DEED
            )by FOTIS BRATINOS
            )and
      byfor
      and on behalf of
            )
            
            /s/ FOTIS
      BRATINOSTHE
      ROYAL BANK OF SCOTLAND PLC
            )
            
            Authorised
      Signatoryas
      Bank
            )in
      the presence of:
            )/s/
      Anthi KekatouWitnessName:
      Anthi KekatouAddress:
      Norton Rose LLPOccupation:





10





EXECUTEDas a DEED
            )by Y. KOUMBIADOU
            )for
      and on behalf of
            )
            
            /s/
      Y. KoumbiadouAEGEAN
      MARINE PETROLEUM NETWORK INC.
            )
            
            Attorney-in-factas
      Corporate Guarantor
            )in
      the presence of:
            )/s/
      Anthi KekatouWitnessName:
      Anthi KekatouAddress:
      Norton Rose LLPOccupation:








11