Private
      & ConfidentialLOAN AGREEMENT
              for
      a
              Loan
      of up to US$38,800,000
              to
              KASSOS
      NAVIGATION S.A.
              TILOS
      NAVIGATION S.A.
              SYMI
      NAVIGATION S.A.
              and
              HALKI
      NAVIGATION S.A.
              
              provided
      by
              THE
      BANKS AND FINANCIAL INSTITUTIONS SET OUT IN SCHEDULE 1
              
              Arranger,
      Agent, Security Agent and Account Bank
              AEGEAN
      BALTIC BANK S.A.
              
              Swap
      Provider
              HSH
      NORDBANK AG





THIS AGREEMENT is dated 24
April 2008 and made BETWEEN:


(1)
              KASSOS NAVIGATION S.A.,
      TILOS NAVIGATION
      S.A., SYMI
      NAVIGATION S.A. and HALKI NAVIGATION S.A.as
      joint and several Borrowers;
  (1)
              AEGEAN BALTIC BANK S.A.
      as Arranger, Agent, Security Agent and Account
  Bank;
  (2)
              THE BANKS AND FINANCIAL
      INSTITUTIONS whose names and addresses are set out in schedule 1 as
      Banks; and
  (3)
              HSH NORDBANK AG as Swap
      Provider.
  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 Banks
agree, according to their several obligations, to make available to the
Borrowers, jointly and severally, in twenty (20) Advances, a loan of up to
Thirty eight million eight hundred thousand Dollars ($38,800,000) for the
purpose of financing part of the construction and acquisition cost of the
Ships.
  1.2
              Definitions
  In this
Agreement, unless the context otherwise requires:
  "Account Bank" means Aegean
Baltic Bank S.A. of 28 Diligianni Street, 145 62 Kifissia, Greece (or of such
other address as may last have been notified to the other parties to this
Agreement pursuant to clause 17.1.3) or such other bank as may be designated by
the Agent as the Account Bank for the purposes of this Agreement and includes
its successors in title;
  "Additional Cost"
means:
  (a)
              in
      relation tothe Kassos Ship,
      the Kassos Additional Cost;
  (b)
              in
      relation tothe Tilos Ship,
      the Tilos Additional Cost;
  (c)
              in
      relation tothe Symi Ship,
      the Symi Additional Cost; or
  (d)
              in
      relation tothe Halki Ship,
      the Halki Additional Cost,
  and
"Additional Costs" means
any or all of them;
  "Advance" means each borrowing
of a proportion of the Total Commitment by the Borrowers or (as the context may
require) the principal amount of such borrowing, it includes (i) each Kassos
Contract Instalment Advance, (ii) the Kassos Delivery Advance, (iii) each Tilos
Contract Instalment Advance, (iv) the Tilos Delivery Advance, (v) each Symi
Contract Instalment Advance, (vi) the Symi Delivery Advance, (vii) each Halki
Contract Instalment Advance and (viii) the Halki Delivery Advance,
and:
  (a)
              in
      relation to the Kassos Ship and the Kassos Tranche, means the Kassos
      Advances;
  (b)
              in
      relation to the Tilos Ship and the Tilos Tranche, means the Tilos
      Advances;
  (c)
              in
      relation to the Symi Ship and the Symi Tranche, means the Symi Advances;
      or
   1
  (d)
              in
      relation to the Halki Ship and the Halki Tranche, means the Halki
      Advances,
  and
"Advances" means any or
all of them;
  "Aegean Marine Guarantee" means
the corporate guarantee executed or (as the context may required) to be executed
by the Aegean Marine Guarantor in favour of the Security Agent in the form set
out in schedule 6;
  "Aegean Marine Guarantor" means
Aegean Marine Petroleum Network Inc. of Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 and includes
its successors in title;
  "Aegean Shipholdings Guarantee"
means the corporate guarantee executed or (as the context may require) to be
executed by the Aegean Shipholdings Guarantor in favour of the Security Agent in
the form set out in schedule 10;
  "Aegean Shipholdings Guarantor"
means Aegean Shipholdings Inc. of Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Republic of Marshall Islands MH96960 and includes its successors
in title;
  "Agent" means Aegean Baltic
Bank S.A. of 28 Diligianni Street, 145 62 Kifissia, Greece (or of such other
address as may last have been notified to the other parties to this Agreement
pursuant to clause 17.1.3) or such other person as
may be appointed as agent by the Banks and the Swap Provider pursuant to clause
16.13 and includes its successors in title;
  "Applicable Accounting
Principles" means the most recent and up-to-date US GAAP applicable at
any relevant time;
  "Approved Broker" means each of
Arrow Research Ltd. of London, England, Astrup Fearnley A/S of Oslo, Norway, H.
Clarkson & Company Ltd. of London, England, Maersk Broker K/S of Copenhagen,
Denmark, Simpson Spence & Young Ltd. of London, England, R.S. Platou
Shipbrokers of Oslo, Norway and Barry Rogliano Salles of Paris, France and
includes their respective successors in title and "Approved Brokers" means any or
all of them;
  "Arranger" means Aegean Baltic
Bank S.A. of 28 Diligianni Street, 145 62 Kifissia, Greece (or such other
address as may last have been notified to the other parties to this Agreement
pursuant to clause 17.1.3) and includes its successors in title;
  "Balloon Instalment" has, in
respect of each Tranche, the meaning ascribed thereto in clause
4.1.1;
  "Banking Day" means a day on
which dealings in deposits in Dollars are carried on in the London Interbank
Eurocurrency Market and (other than Saturday or Sunday) on which banks are open
for business in London, Hamburg, Athens, Piraeus and New York City (or any other
relevant place of payment under clause 6);
  "Banks" means the banks and
financial institutions listed in schedule 1 and includes their respective
successors in title and Transferee Banks and "Bank" means any of
them;
  "Borrowed Money" means
Indebtedness in respect of (i) money borrowed or raised and debit balances at
banks, (ii) any bond, note, loan stock, debenture or similar debt instrument,
(iii) acceptance or documentary credit facilities, (iv) receivables sold or
discounted (otherwise than on a non-recourse basis), (v) deferred payments for
assets or services acquired, (vi) finance leases and hire purchase contracts,
(vii) swaps, forward exchange contracts, futures and other derivatives, (viii)
any other transaction (including without limitation forward sale or purchase
agreements) having the commercial effect of a borrowing or raising of money or
of any of (ii) to (vii) above and (ix) guarantees in respect of Indebtedness of
any person falling within any of (i) to (viii) above;
   2
  "Borrower" means:
  (a)
              in
      relation to the Kassos Ship, the Kassos
  Borrower;
  (b)
              in
      relation to the Tilos Ship, the Tilos
Borrower;
  (c)
              in
      relation to the Symi Ship, the Symi Borrower;
or
  (d)
              in
      relation to the Halki Ship, the Halki
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;
  "Builders" means, together,
Qingdao and Hyundai and "Builder" means either of
them;
  "Casualty Amount" means, in
relation to each Ship, Five hundred thousand Dollars ($500,000) or the
equivalent in any other currency;
  "Classification" means, in
relation to each Ship, the highest class available for a vessel of her type with
the relevant Classification Society or such other classification as the Agent
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, Lloyd's Register of Shipping or such other
classification society which the Agent 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, in relation
to each Bank, the amount set out opposite its name in the column headed
"Commitment" in schedule 1 and/or, in the case of a Transferee Bank, the amount
transferred as specified in the relevant Transfer Certificate, as reduced in
each case 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;
  "Confirmation" shall have, in
relation to any continuing Designated Transaction, the meaning ascribed to it in
the Master Swap Agreement under which the relevant Designated Transaction is
entered into;
  "Contract" means:
  (a)
              in
      relation tothe Kassos Ship,
      the Kassos Contract;
  (b)
              in
      relation tothe Tilos Ship,
      the Tilos Contract;
  (c)
              in
      relation tothe Symi Ship,
      the Symi Contract; or
  (d)
              in
      relation tothe Halki Ship,
      the Halki Contract,
   3
  and
"Contracts" means any or
all of them;
  "Contract Assignment Consent and
Acknowledgement" means:
  (a)
              in
      relation tothe Kassos Ship,
      the Kassos Contract Assignment Consent and
  Acknowledgement;
  (b)
              in
      relation tothe Tilos Ship,
      the Tilos Contract Assignment Consent and
  Acknowledgement;
  (c)
              in
      relation tothe Symi Ship,
      the Symi Contract Assignment Consent and Acknowledgement;
    or
  (d)
              in
      relation tothe Halki Ship,
      the Halki Contract Assignment Consent and
  Acknowledgement,
  and
"Contract Assignment Consents
and Acknowledgements" means any or all of them;
  "Contract Instalment
Advances":
  (a)
              in
      relation to the Kassos Ship and the Kassos Tranche, means the Kassos
      Contract Instalment Advances;
  (b)
              in
      relation to the Tilos Ship and the Tilos Tranche, means the Tilos Contract
      Instalment Advances;
  (c)
              in
      relation to the Symi Ship and the Symi Tranche, means the Symi Contract
      Instalment Advances; or
  (d)
              in
      relation to the Halki Ship and the Halki Tranche, means the Halki Contract
      Instalment Advances,
  and
"Contract Instalment
Advance" means any of them;
  "Contract Price"
means:
  (a)
              in
      relation totheKassos Ship, the
      Kassos Contract Price;
  (b)
              in
      relation tothe Tilos Ship,
      the Tilos Contract Price;
  (c)
              in
      relation tothe Symi Ship,
      the Symi Contract Price; or
  (d)
              in
      relation tothe Halki Ship,
      the Halki Contract Price,
  and
"Contract Prices" means
any or all of them;
  "Construction Cost" means, in
relation to each Ship, the aggregate of (a) the Contract Price for that Ship and
(b) the Additional Cost for that Ship and "Construction Costs" means any
or all of them;
  "Contribution" means, in
relation to each Bank, the principal amount of the Loan owing to such Bank at
any relevant time;
  "Corporate Guarantees" means,
together, the Aegean Marine Guarantee and the Aegean Shipholdings Guarantee and
"Corporate Guarantee"
means either of them;
  "Corporate Guarantors" means,
together, the Aegean Marine Guarantor and the Aegean Shipholdings Guarantor and
"Corporate Guarantor"
means either of them;
   4
  "Creditors" means, together,
the Arranger, the Agent, the Security Agent, the Account Bank, the Swap Provider
and the Banks and "Creditor" means any of
them;
  "Deed of Covenant"
means:
  (a)
              in
      relation tothe Kassos Ship,
      the Kassos Deed of Covenant;
  (b)
              in
      relation tothe Tilos Ship,
      the Tilos Deed of Covenant;
  (c)
              in
      relation tothe Symi Ship,
      the Symi Deed of Covenant; or
  (d)
              in
      relation tothe Halki Ship,
      the Halki 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
Advance":
  (a)
              in
      relation tothe Kassos Ship
      and the Kassos Tranche, means the Kassos Delivery
  Advance;
  (b)
              in
      relation tothe Tilos Ship
      and the Tilos Tranche, means the Tilos Delivery
  Advance;
  (c)
              in
      relation tothe Symi Ship and
      the Symi Tranche, means the Symi Delivery Advance;
  or
  (d)
              in
      relation tothe Halki Ship
      and the Halki Tranche, means the Halki Delivery
  Advance,
  and
"Delivery Advances"
means any or all of them;
  "Delivery Date" means, in
relation to each Ship, the date on which such Ship is delivered to the relevant
Borrower in accordance with the relevant Contract;
  "Designated Transaction" means
a transaction which fulfils the following requirements:
  (a)
              it
      is entered into by the Borrowers with the Swap Provider pursuant to the
      Master Swap Agreement as contemplated by clause 2.9;
  and
  (b)
              its
      purpose is the hedging of the Borrowers' exposure under this Agreement to
      fluctuations of LIBOR in relation to the funding of one or more Tranches
      (or any part thereof) for a period expiring no later than the final
      Repayment Date of the relevant Tranche(s) (or the relevant part
      thereof);
  "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 US 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 each Advance, any date, being a Banking Day falling during the
Drawdown Period for such Advance, on which the relevant Advance is, or is to be,
made available;
   5
  "Drawdown Notice" means, in
relation to each Advance, a notice substantially in the form of schedule 2
in respect of such Advance;
  "Drawdown Period" means, in
relation to each Advance, the period commencing on the date of this Agreement
and ending on the Termination Date or the period ending on such earlier date (if
any) on which (a) the aggregate amount of the Advances is equal to the Total
Commitment or (b) the Total Commitment is reduced to zero pursuant to clauses
4.3, 4.7, 10.2 or 12
or (c) the Delivery of the Ship relevant to such Advance takes
place;
  "Early Termination Date" shall
have, in relation to any continuing Designated Transaction, the meaning ascribed
to it in the Master Swap Agreement;
  "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 any Relevant Ship required under any Environmental
Law;
  "Environmental Claim" means any
and all enforcement, clean-up, removal or other governmental or regulatory
actions or orders instituted or completed pursuant to any Environmental Law or
any Environmental Approval together with claims made by any third party relating
to damage, contribution, loss or injury, resulting from any actual or threatened
emission, spill, release or discharge of a Pollutant from any Relevant
Ship;
  "Environmental Laws" means all
national, international and state laws, rules, regulations, treaties and
conventions applicable to any Relevant Ship pertaining to the pollution or
protection of human health or the environment including, without limitation, the
carriage of Pollutants and actual or threatened emissions, spills, releases or
discharges of Pollutants;
  "Event of Default" means any of
the events or circumstances described in clause 10.1;
  "Fee Letter" means the fee
letter of even date herewith executed or (as the context may require) to be
executed between (inter alios) the Borrowers, the Corporate Guarantors, the
Manager, the Agent and the Arranger;
  "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 last day of the Drawdown Period for the
Delivery Advance relevant to such Tranche;
  "Flag State" means such state
or territory designated in writing by the Majority Banks, at the request of a
Borrower, as being the "Flag
State" of such Borrower's Ship for the purposes of the relevant Ship
Security Documents;
   6
  "Government Entity" means and
includes (whether having a distinct legal personality or not) any national or
local government authority, board, commission, department, division, organ,
instrumentality, court or agency and any association, organisation or
institution of which any of the foregoing is a member or to whose jurisdiction
any of the foregoing is subject or in whose activities any of the foregoing is a
participant;
  "Group" means, together, the
Aegean Marine Guarantor and its Subsidiaries from time to time (including, for
the avoidance of doubt, the Borrowers) and "member of the Group" shall be
construed accordingly;
  "Halki Additional Cost" means
One million six hundred thousand Dollars ($1,600,000) or such other lesser sum
in Dollars as may be payable by the Halki Borrower to Iota pursuant to the Halki
Supervision Agreement, as the cost for the services provided by Iota
thereunder;
  "Halki Advances" means,
together, the Halki Contract Instalment Advances and the Halki Delivery Advance
and "Halki Advance"
means any of them;
  "Halki Borrower" means Halki
Navigation S.A. of 80 Broad Street, Monrovia, Republic of Liberia and includes
its successors in title;
  "Halki Contract" means the
shipbuilding contract QHS-227-5500-06011301 dated 28 February 2008 made between
the Halki Borrower and the Builders, as amended by an Addendum No. 1 thereto
dated 28 February 2008 and as may be further amended and supplemented from time
to time with the prior written consent of the Agent (acting on the instructions
of the Majority Banks), relating to the construction and sale by the Builders,
and the purchase by the Halki Borrower, of the Halki Ship;
  "Halki Contract Assignment Consent and
Acknowledgement" means the acknowledgement of notice of, and consent to,
the assignment in respect of the Halki Contract given or (as the context may
require) to be given by the Builders in the form scheduled to the Halki
Pre-delivery Security Assignment;
  "Halki Contract Instalment
Advance" means, in relation to the Halki Ship, each of the four (4)
Advances of the Halki Tranche in the amount of up to $2,500,000, in the case of
the first such Advance and up to $1,700,000, in the case of each of the second,
third and fourth such Advances, each made or (as the context may require) to be
made available to the Borrowers to finance in part the payment of an instalment
of the Halki Contract Price falling due before the Delivery Date of the Halki
Ship, in each case as set out in more detail in schedule 5 and "Halki Contract Instalment
Advances" means any or all of them;
  "Halki Contract Price" means
Ten million six hundred thousand Dollars ($10,600,000) or such other lesser sum
in Dollars as may be payable by the Halki Borrower to the Builders pursuant to
the Halki Contract as the purchase price for the Halki Ship
thereunder;
  "Halki Deed of Covenant" means
the deed of covenant and/or the general assignment collateral to the Halki
Mortgage executed or (as the context may require) to be executed by the Halki
Borrower in favour of the Security Agent and/or any other Creditors in such form
as the Agent may require in its sole discretion;
  "Halki Delivery Advance" means
an Advance of up to $2,100,000 made or (as the context may require) to be made
available to the Borrowers for the purpose of (a) financing part of the final
instalment of the Halki Contract Price falling due on the Delivery Date of the
Halki Ship and (b) financing part of the Halki Additional Cost;
  "Halki Management Agreement"
means the agreement made or (as the context may require) to be made between the
Halki Borrower and the Manager in a form previously approved in writing by the
Agent (acting on the instructions of the Majority Banks) providing (inter alia) for the Manager
to manage the Halki Ship;
   7
  "Halki Mortgage" means the
first priority or (as the case may be) preferred mortgage of the Halki Ship
executed or (as the context may require) to be executed by the Halki Borrower in
favour of the Security Agent and/or any other Creditors in such form as the
Agent (acting on the instructions of the Majority Banks in their sole
discretion) may require;
  "Halki Operating Account" means
an interest bearing Dollar account of the Halki Borrower opened or (as the
context may require) to be opened with the Account Bank and includes any
sub-accounts thereof and any other account designated in writing by the Agent to
be a Halki Operating Account for the purposes of this Agreement;
  "Halki Operating Account
Pledge" means the first priority pledge executed or (as the context may
require) to be executed between (inter alios) the Halki Borrower, the Banks, the
Swap Provider and the Agent in respect of the Halki Operating Account in such
form as the Agent (acting on the instructions of the Majority Banks in their
sole discretion) may require;
  "Halki Pre-delivery Security
Assignment" means the assignment of the Halki Contract and the Halki
Refund Guarantees executed or (as the context may require) to be executed by the
Halki Borrower in favour of the Security Agent in the form set out in schedule
7;
  "Halki Refund Guarantee" means
the letter of guarantee dated 7 March 2008, number 100-000-200800951476 issued
by Seoul Guarantee Insurance Company as Refund Guarantor in favour of the Halki
Borrower in respect of the Builders' obligations under the Halki Contract and
any further guarantee(s) to be issued by a Refund Guarantor in respect of such
obligations, pursuant to any agreement supplemental to the Halki Contract, and
any extensions, renewals or replacements thereto or thereof, in each case in
form and substance acceptable to the Agent (acting on the instructions of the
Majority Banks in their sole discretion) and "Halki Refund Guarantees" means
any or all of them;
  "Halki Refund Guarantee Assignment
Consent and Acknowledgement" means, in relation to each Halki Refund
Guarantee, an acknowledgement of notice of, and consent to, the assignment in
respect of that Halki Refund Guarantee given or (as the context may require) to
be given by a Refund Guarantor, in the form scheduled to the Halki Pre-delivery
Security Assignment and "Halki
Refund Guarantee Assignment Consents and Acknowledgements" means any or
all of them;
  "Halki Ship" means the 5,500
dwt class oil tanker known on the date of this Agreement and during construction
at Qingdao's yard as Hull No. QHS-227, to be constructed and sold by the
Builders to the Halki Borrower pursuant to the Halki Contract and to be
registered on the Delivery Date for such Ship in the ownership of the Halki
Borrower through the relevant Registry under the laws and flag of the relevant
Flag State;
  "Halki Supervision Agreement"
means the contract executed or (as the case may be) to be executed between the
Halki Borrower and Iota, as may be amended and supplemented from time to time,
relating to the provision of design, building supervision, representation,
turn-key delivery services and the procurement of machinery and supplies by Iota
to the Halki Borrower in relation to the Halki Ship;
  "Halki Tranche" means a tranche
of the Total Commitment and the Loan of up to Nine million seven hundred
thousand Dollars ($9,700,000) to be drawn down in not more than five (5)
Advances (being the Halki Advances) or (as the context may require) the
principal amount thereof outstanding at any relevant time;
  "Hyundai" means Hyundai
Corporation Co., Ltd. of 226 1Ga, Sinmunno, Jongno-Gu, Seoul, Republic of Korea
and includes its successors in title;
  "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;
   8
  "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 Security
Agent and/or any other Creditor 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 3.2 and 3.3;
  "Iota" means Iota Corporation
of 80 Broad Street, Monrovia, Republic of Liberia and includes its successors in
title;
  "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;
  "Kassos Additional Cost" means
One million six hundred thousand Dollars ($1,600,000) or such other lesser sum
in Dollars as may be payable by the Kassos Borrower to Iota pursuant to the
Kassos Supervision Agreement, as the cost for the services provided by Iota
thereunder;
  "Kassos Advances" means,
together, the Kassos Contract Instalment Advances and the Kassos Delivery
Advance and "Kassos
Advance" means any of them;
  "Kassos Borrower" means Kassos
Navigation S.A. of 80 Broad Street, Monrovia, Liberia and includes its
successors in title;
  "Kassos Contract" means the
shipbuilding contract No. QHS-225-5500-06011301 dated 28 February 2008 made
between the Kassos Borrower and the Builders, as amended by an Addendum No. 1
thereto dated 28 February 2008 and as may be further amended and supplemented
from time to time with the prior written consent of the Agent (acting on the
instructions of the Majority Banks), relating to the construction and sale by
the Builders, and the purchase by the Kassos Borrower, of the Kassos
Ship;
  "Kassos Contract Assignment Consent
and Acknowledgement" means the acknowledgement of notice of, and consent
to, the assignment in respect of the Kassos Contract given or (as the context
may require) to be given by the Builders in the form scheduled to the Kassos
Pre-delivery Security Assignment;
  "Kassos Contract Instalment
Advance" means, in relation to the Kassos Ship, each of the four (4)
Advances of the Kassos Tranche in the amount of up to $2,500,000, in the case of
the first such Advance and up to $1,700,000, in the case of each of the second,
third and fourth such Advances, each made or (as the context may require) to be
made available to the Borrowers to finance in part the payment of an instalment
of the Kassos Contract Price falling due before the Delivery Date of the Kassos
Ship, in each case as set out in more detail in schedule 5 and "Kassos Contract Instalment
Advances" means any or all of them;
  "Kassos Contract Price" means
Ten million six hundred thousand Dollars ($10,600,000) or such other lesser sum
in Dollars as may be payable by the Kassos Borrower to the Builders pursuant to
the Kassos Contract as the purchase price for the Kassos Ship
thereunder;
   9
  "Kassos Deed of Covenant" means
the deed of covenant and/or the general assignment collateral to the Kassos
Mortgage executed or (as the context may require) to be executed by the Kassos
Borrower in favour of the Security Agent and/or any other Creditors in such form
as the Agent may require in its sole discretion;
  "Kassos Delivery Advance" means
an Advance of up to $2,100,000 made or (as the context may require) to be made
available to the Borrowers for the purpose of (a) financing part of the final
instalment of the Kassos Contract Price falling due on the Delivery Date of the
Kassos Ship and (b) financing part of the Kassos Additional Cost;
  "Kassos Management Agreement"
means the agreement made or (as the context may require) to be made between the
Kassos Borrower and the Manager in a form previously approved in writing by the
Agent (acting on the instructions of the Majority Banks) providing (inter alia) for the Manager
to manage the Kassos Ship;
  "Kassos Mortgage" means the
first priority or (as the case may be) preferred mortgage of the Kassos Ship
executed or (as the context may require) to be executed by the Kassos Borrower
in favour of the Security Agent and/or any other Creditors in such form as the
Agent (acting on the instructions of the Majority Banks in their sole
discretion) may require;
  "Kassos Operating Account"
means an interest bearing Dollar account of the Kassos Borrower opened or (as
the context may require) to be opened with the Account Bank and includes any
sub-accounts thereof and any other account designated in writing by the Agent to
be a Kassos Operating Account for the purposes of this Agreement;
  "Kassos Operating Account
Pledge" means the first priority pledge executed or (as the context may
require) to be executed between (inter alios) the Kassos Borrower, the Banks,
the Swap Provider and the Agent in respect of the Kassos Operating Account in
such form as the Agent (acting on the instructions of the Majority Banks in
their sole discretion) may require;
  "Kassos Pre-delivery Security
Assignment" means the assignment of the Kassos Contract and the Kassos
Refund Guarantees executed or (as the context may require) to be executed by the
Kassos Borrower in favour of the Security Agent in the form set out in schedule
7;
  "Kassos Refund Guarantee" means
the letter of guarantee dated 7 March 2008, number 100-000-200800950829 issued
by Seoul Guarantee Insurance Company as Refund Guarantor in favour of the Kassos
Borrower in respect of the Builders' obligations under the Kassos Contract and
any further guarantee(s) to be issued by a Refund Guarantor in respect of such
obligations pursuant to any agreement supplemental to the Kassos Contract, and
any extensions, renewals or replacements thereto or thereof, in each case in
form and substance acceptable to the Agent (acting on the instructions of the
Majority Banks in their sole discretion) and "Kassos Refund Guarantees"
means any or all of them;
  "Kassos Refund Guarantee Assignment
Consent and Acknowledgement" means, in relation to each Kassos Refund
Guarantee, an acknowledgement of notice of, and consent to, the assignment in
respect of that Kassos Refund Guarantee given or (as the context may require) to
be given by a Refund Guarantor, in the form scheduled to the Kassos Pre-delivery
Security Assignment and "Kassos
Refund Guarantee Assignment Consents and Acknowledgements" means any or
all of them;
  "Kassos Ship" means the 5,500
dwt class oil tanker known on the date of this Agreement and during construction
at Qingdao's yard as Hull No. QHS-225, to be constructed and sold by the
Builders to the Kassos Borrower pursuant to the Kassos Contract and to be
registered on the Delivery Date for such Ship in the ownership of the Kassos
Borrower through the relevant Registry under the laws and flag of the relevant
Flag State;
  "Kassos Supervision Agreement"
means the contract executed or (as the context may require) to be executed
between the Kassos Borrower and Iota, as may be amended and supplemented from
time to time, relating to the provision of design, building supervision,
representation, turn-key delivery services and the procurement of machinery and
supplies by Iota to the Kassos Borrower in relation to the Kassos
Ship;
   10
  "Kassos Tranche" means a
tranche of the Total Commitment and the Loan of up to Nine million seven hundred
thousand Dollars ($9,700,000) to be drawn down in not more than five (5)
Advances (being the Kassos Advances) or (as the context may require) the
principal amount thereof outstanding at any relevant time;
  "LIBOR" means in relation to a
particular period:
  (a)
              the
      rate per annum for deposits of Dollars for a period equivalent to such
      period at or around 11:00 a.m. on the Quotation Date for such period as
      displayed on Reuters BBA page LIBOR01  (and, for the purposes of
      this Agreement, "Reuters
      BBA page LIBOR01" means the display designated as "Reuters BBA page
      LIBOR01" on the Reuters Service or such other page as may replace "Reuters
      BBA page LIBOR01" on the Reuters Service for the purpose of displaying
      rates comparable to that rate or on such other service as may be nominated
      by the British Bankers' Association for the purpose of displaying BBA
      Interest Settlement Rates (as defined in the British Bankers'
      Association's Recommended Terms and Conditions ("BBAIRS" terms) dated
      August, 2006 as amended) for Dollars));
or
  (b)
              if
      on such date no such rate is displayed, LIBOR for such period shall be the
      rate per annum determined by the Agent to be the arithmetic mean of the
      rates per annum (rounded upward if necessary to the nearest one sixteenth
      (1/16th) of one per cent) quoted to the Agent by each Bank at the request
      of the Agent as the rate for deposits in Dollars 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 offered to that Bank by prime banks in
      the London Interbank Market at or about 11:00 a.m. on the Quotation Date
      for such period;
  "Loan" means the aggregate
principal amount owing to the Banks under this Agreement at any relevant
time;
  "Majority Banks" means at any
relevant time Banks (i) the aggregate of whose Contributions exceeds Sixty six
point six per cent (66.6%) of the Loan or (ii) (if no principal amounts are
outstanding under this Agreement) the aggregate of whose Commitments exceeds
Sixty six point six per cent (66.6%) of the Total Commitment;
  "Management Agreement"
means:
  (a)
              in
      relation tothe Kassos Ship,
      the Kassos Management Agreement;
  (b)
              in
      relation tothe Tilos Ship,
      the Tilos Management Agreement;
  (c)
              in
      relation tothe Symi Ship,
      the Symi Management Agreement; or
  (d)
              in
      relation tothe Halki Ship,
      the Halki Management Agreement,
  and
"Management Agreements"
means any or all of them;
  "Manager" means Aegean
Bunkering Services Inc. of Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Republic of the Marshall Islands MH96960 or any other person
appointed by a Borrower, with the prior written consent of the Agent, as the
manager of such Borrower's Ship and includes its successors in
title;
  "Manager's Undertakings" means,
collectively, the manager's undertakings and assignments executed or (as the
context may require) to be executed by the Manager in favour of the Security
Agent and/or any other Creditor in respect of each of the Ships each in such
form as the Agent may require in its sole discretion and, singly, each a "Manager's
Undertaking";
   11
  "Margin" means:
  (a)
              from
      the date of this Agreement until the Margin Adjustment Date, One point one
      five per cent (1.15%) per annum;
and
  (b)
              from
      the Margin Adjustment Date and at all times thereafter, the rate per annum
      determined pursuant to clause
3.1.2;
  "Margin Adjustment Date" means
the date falling thirty six (36) months after the earlier of (a) the Drawdown
Date of the fourth Delivery Advance to be drawn down and (b) the Termination
Date;
  "Master Agreement Security
Deed" means the security deed executed or (as the context may require) to
be executed by the Borrowers in favour of the Security Agent in relation to
certain of the rights of the Borrowers under the Master Swap Agreement in the
form set out in schedule 9;
  "Master Swap Agreement" means
the agreement made or (as the context may require) to be made between the Swap
Provider and the Borrowers, comprising an ISDA Master Agreement (including the
Schedule thereto) in the form set out in schedule 8 and includes any Designated
Transactions from time to time entered into thereunder and any Confirmations
from time to time exchanged thereunder and governed thereby;
  "month" means a period
beginning in one calendar month and ending in the next calendar month on the day
numerically corresponding to the day of the calendar month on which it started,
provided that (a) if the period started on the last Banking Day in a
calendar month or if there is no such numerically corresponding day, it shall
end on the last Banking Day in such next calendar month and (b) if such
numerically corresponding day is not a Banking Day, the period shall end on the
next following Banking Day in the same calendar month but if there is no such
Banking Day it shall end on the preceding Banking Day and "months" and "monthly" shall be construed
accordingly;
  "Mortgage" means:
  (a)
              in
      relation tothe Kassos Ship,
      the Kassos Mortgage;
  (b)
              in
      relation tothe Tilos Ship,
      the Tilos Mortgage;
  (c)
              in
      relation tothe Symi Ship,
      the Symi Mortgage; or
  (d)
              in
      relation tothe Halki Ship,
      the Halki 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 Agent pursuant to clause 4.3 following the
sale or Total Loss of such Ship and (ii) the date on which all moneys owing
under the Security Documents have been repaid in full;
  "Operating Account"
means:
  (a)
              in
      relation tothe Kassos Ship,
      the Kassos Operating Account;
  (b)
              in
      relation tothe Tilos Ship,
      the Tilos Operating Account;
  (c)
              in
      relation tothe Symi Ship,
      the Symi Operating Account; or
   12
  (d)
              in
      relation tothe Halki Ship,
      the Halki Operating Account,
  and
"Operating Accounts"
means any or all of them;
  "Operating Account Pledge"
means:
  (a)
              in
      relation tothe Kassos Ship,
      the Kassos Operating Account
Pledge;
  (b)
              in
      relation tothe Tilos Ship,
      the Tilos Operating Account Pledge;
  (c)
              in
      relation tothe Symi Ship,
      the Symi Operating Account Pledge;
or
  (d)
              in
      relation tothe Halki Ship,
      the Halki Operating Account Pledge,
  and
"Operating Account
Pledges" means any or all of them;
  "Operator" means any person who
is from time to time during the Security Period concerned in the operation of a
Ship and falls within the definition of "Company" set out in rule 1.1.2
of the Code;
  "Permitted Encumbrance" means
any Encumbrance in favour of the Creditors or any of them  created
pursuant to the Security Documents and Permitted Liens;
  "Permitted Liens" means, in
relation to a 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 Agent) exceeding the Casualty Amount for such
Ship;
  "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 Security
Assignment" means:
  (a)
              in
      relation tothe Kassos Ship,
      the Kassos Pre-delivery Security
Assignment;
  (b)
              in
      relation tothe Tilos Ship,
      the Tilos Pre-delivery Security
Assignment;
  (c)
              in
      relation tothe Symi Ship,
      the Symi Pre-delivery Security Assignment;
or
  (d)
              in
      relation tothe Halki Ship,
      the Halki Pre-delivery Security
Assignment,
  and
"Pre-delivery Security
Assignments" means any or all of them;
  "Qingdao" means Qingdao Hyundai
Shipbuilding Co., Ltd. of Lingshanwei Jiaonan, PC 266427, Qingdao Shandong
Province, The People's Republic of China and includes its successors in
title;
  "Quotation Date" means, in
relation to any period for which LIBOR is to be determined under this Agreement,
the date on which quotations would customarily be provided by leading banks in
the London Interbank Market for deposits in the relevant currency for delivery
on the first day of that period;
  "Refund Guarantee"
means:
  (a)
              in
      relation tothe Kassos Ship,
      any Kassos Refund Guarantee;
  (b)
              in
      relation tothe Tilos Ship,
      any Tilos Refund Guarantee;
   13
  (c)
              in
      relation tothe Symi Ship,
      any Symi Refund Guarantee; or
  (d)
              in
      relation tothe Halki Ship,
      any Halki Refund Guarantee,
  and
"Refund Guarantees"
means any or all of them;
  "Refund Guarantee Assignment Consent
and Acknowledgement" means:
  (a)
              in
      relation tothe Kassos Ship,
      any Kassos Refund Guarantee Assignment Consent and
      Acknowledgement;
  (b)
              in
      relation tothe Tilos Ship,
      any Tilos Refund Guarantee Assignment Consent and
      Acknowledgement;
  (c)
              in
      relation tothe Symi Ship,
      any Symi Refund Guarantee Assignment Consent and Acknowledgement;
      or
  (d)
              in
      relation tothe Halki Ship,
      any Halki Refund Guarantee Assignment Consent and
      Acknowledgement,
  and
"Refund Guarantee Assignment
Consents and Acknowledgements" means any or all of them;
  "Refund Guarantor" means, in
relation to each Refund Guarantee, Seoul Guarantee Insurance Company and/or any
other bank or financial institution acceptable to the Agent in its sole
discretion and appointed by the Builders to issue that  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, such registrar, 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" of a person
means any Subsidiary of such person, any company or other entity of which such
person is a Subsidiary and any Subsidiary of any such company or
entity;
  "Relevant Jurisdiction" means
any jurisdiction in which or where any Security Party is incorporated, resident,
domiciled, has a permanent establishment, carries on, or has a place of business
or is otherwise effectively connected;
  "Relevant Party" means any of
the Borrowers, any other Security Party (other than the Builders and the Refund
Guarantors) and any other member of the Group;
  "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
respect of each Tranche (and subject to clause 6.3), the First Repayment Date in
respect of 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;
   14
  "Restricted Companies" means
the Borrowers, the other Security Parties and any other members of the
Group;
  "Security Agent" means Aegean
Baltic Bank S.A. of 28 Diligianni Street, 145 62 Kifissia, Greece (or of such
other address as may last have been notified to the other parties to this
Agreement pursuant to clause 17.1.3) or such
other person as may be appointed as security agent and trustee by the Banks, the
Agent and the Swap Provider pursuant to clause 16.14 and includes its successors
in title;
  "Security Documents" means this
Agreement, the Fee Letter, the Master Swap Agreement, the Master Agreement
Security Deed, the Mortgages, the Deeds of Covenant, the Operating Account
Pledges, the Manager's Undertakings, the Corporate Guarantees, the Pre-delivery
Security Assignments, the Contract Assignment Consents and Acknowledgements, the
Refund Guarantee Assignment Consents and Acknowledgements and any other
documents as may have been or shall from time to time after the date of this
Agreement be executed to guarantee and/or secure all or any part of the Loan,
interest thereon and other moneys from time to time owing by the Borrowers or
any other Security Party pursuant to this Agreement, the Master Swap Agreement
or any other Security Documents (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 Manager, each Builder, each Refund Guarantor, each Corporate
Guarantor or any other person who may at any time be a party to any of the
Security Documents (other than the Creditors);
  "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 Agent whose certificate shall, in the
absence of manifest error, be conclusive and binding on the Borrowers and the
Creditors) which is, at any relevant time, One hundred and twenty five per cent
(125%) of the aggregate of (a) the Loan and (b) the Swap Exposure at such
time;
  "Security Value" means the
amount in Dollars (as certified by the Agent whose certificate shall, in the
absence of manifest error, be conclusive and binding on the Borrowers and the
Creditors) which is, at any relevant time, the aggregate of (a) the market value
of the Mortgaged Ships as most recently determined in accordance with clause
8.2.2 and (b) the market value of any additional security for the time being
actually provided to the Creditors or any of them pursuant to clause
8.2;
  "Ship":
  (a)
              in
      relation to the Kassos Borrower and/or the Kassos Tranche (or any Advance
      thereof), means the Kassos Ship;
  (b)
              in
      relation to the Tilos Borrower and/or the Tilos Tranche (or any Advance
      thereof), means the Tilos Ship;
  (c)
              in
      relation to the Symi Borrower and/or the Symi Tranche (or any Advance
      thereof), means the Symi Ship; or
  (d)
              in
      relation to the Halki Borrower and/or the Halki Tranche (or any Advance
      thereof), means the Halki Ship,
  and
"Ships" means any or all
of them;
  "Ship Security
Documents":
  (a)
              in
      relation to the Kassos Ship, means the Kassos Mortgage, the Kassos Deed of
      Covenant and the Manager's Undertaking in respect of the Kassos
      Ship;
   15
  (b)
              in
      relation to the Tilos Ship, means the Tilos Mortgage, the Tilos Deed of
      Covenant and the Manager's Undertaking in respect of the Tilos
      Ship;
  (c)
              in
      relation to the Symi Ship, means the Symi Mortgage, the Symi Deed of
      Covenant and the Manager's Undertaking in respect of the Symi Ship;
      or
  (d)
              in
      relation to the Halki Ship, means the Halki Mortgage, the Halki Deed of
      Covenant and the Manager's Undertaking in respect of the Halki
      Ship;
  "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;
  "Supervision
Agreement":
  (a)
              in
      relation tothe Kassos Ship,
      means the Kassos Supervision
Agreement;
  (b)
              in
      relation tothe Tilos Ship,
      means the Tilos Supervision
Agreement;
  (c)
              in
      relation tothe Symi Ship,
      means the Symi Supervision Agreement;
or
  (d)
              in
      relation tothe Halki Ship,
      means the Halki Supervision
Agreement,
  and
"Supervision Agreements"
means any or all of them;
  "Swap Exposure" means, as at
any relevant time and in relation to the Master Swap Agreement, the amount
certified by the Swap Provider to the Agent to be the aggregate net amount in
Dollars which would be payable by the Borrowers to the Swap Provider under (and
calculated in accordance with) section 6(e) (Payments on Early Termination) of
the  Master Swap Agreement if an Early Termination Date had occurred
at the relevant time in relation to all continuing Designated
Transactions;
  "Swap Provider" means HSH
Nordbank AG of Martensdamm 6, 24103 Kiel, Germany (or of such other address as
may last have been notified to the other parties to this Agreement pursuant to
clause 17.1.3 or the Master Swap Agreement) and includes its successors in
title;
  "Symi Additional Cost" means
One million six hundred thousand Dollars ($1,600,000) or such other lesser sum
in Dollars as may be payable by the Symi Borrower to Iota pursuant to the Symi
Supervision Agreement, as the cost for the services provided by Iota
thereunder;
  "Symi Advances" means,
together, the Symi Contract Instalment Advances and the Symi Delivery Advance
and "Symi Advance" means
any of them;
  "Symi Borrower" means Symi
Navigation S.A. of 80 Broad Street, Monrovia, Liberia and includes its
successors in title;
  "Symi Contract" means the
shipbuilding contract No. QHS-228-5500-06011301 dated 28 February 2008 made
between the Symi Borrower and the Builders, as amended by an Addendum No. 1
thereto dated 28 February 2008 and as may be further amended and supplemented
from time to time with the prior written consent of the Agent (acting on the
instructions of the Majority Banks), relating to the construction and sale by
the Builders, and the purchase by the Symi Borrower, of the Symi
Ship;
  "Symi Contract Assignment Consent and
Acknowledgement" means the acknowledgement of notice of, and consent to,
the assignment in respect of the Symi Contract given or (as the context may
require) to be given by the Builders in the form scheduled to the Symi
Pre-delivery Security Assignment;
   16
  "Symi Contract Instalment
Advance" means, in relation to the Symi Ship, each of the four (4)
Advances of the Symi Tranche in the amount of up to $2,500,000, in the case of
the first such Advance and up to $1,700,000, in the case of each of the second,
third and fourth such Advances, each made or (as the context may require) to be
made available to the Borrowers to finance in part the payment of an instalment
of the Symi Contract Price falling due before the Delivery Date of the Symi
Ship, in each case as set out in more detail in schedule 5 and "Symi Contract Instalment
Advances" means any or all of them;
  "Symi Contract Price" means Ten
million six hundred thousand Dollars ($10,600,000) or such other lesser sum in
Dollars as may be payable by the Symi Borrower to the Builders pursuant to the
Symi Contract as the purchase price for the Symi Ship thereunder;
  "Symi Deed of Covenant" means
the deed of covenant and/or the general assignment collateral to the Symi
Mortgage executed or (as the context may require) to be executed by the Symi
Borrower in favour of the Security Agent and/or any other Creditors in such form
as the Agent may require in its sole discretion;
  "Symi Delivery Advance" means
an Advance of up to $2,100,000 made or (as the context may require) to be made
available to the Borrowers for the purpose of (a) financing and/or refinancing
part of the final instalment of the Symi Contract Price falling due on the
Delivery Date of the Symi Ship and (b) financing part of the Symi Additional
Cost;
  "Symi Management Agreement"
means the agreement made or (as the context may require) to be made between the
Symi Borrower and the Manager in a form previously approved in writing by the
Agent (acting on the instructions of the Majority Banks) providing (inter alia) for the Manager
to manage the Symi Ship;
  "Symi Mortgage" means the first
priority or (as the case may be) preferred mortgage of the Symi Ship executed or
(as the context may require) to be executed by the Symi Borrower in favour of
the Security Agent and/or any other Creditors in such form as the Agent (acting
on the instructions of the Majority Banks in their sole discretion) may
require;
  "Symi Operating Account" means
an interest bearing Dollar account of the Symi Borrower opened or (as the
context may require) to be opened with the Account Bank and includes any
sub-accounts thereof and any other account designated in writing by the Agent to
be a Symi Operating Account for the purposes of this Agreement;
  "Symi Operating Account Pledge"
means the first priority pledge executed or (as the context may require) to be
executed between (inter alios) the Symi Borrower, the Banks, the Swap Provider
and the Agent in respect of the Symi Operating Account in such form as the Agent
(acting on the instructions of the Majority Banks) may require;
  "Symi Pre-delivery Security
Assignment" means the assignment of the Symi Contract and the Symi Refund
Guarantees executed or (as the context may require) to be executed by the Symi
Borrower in favour of the Security Agent in the form set out in schedule
7;
  "Symi Refund Guarantee" means
the letter of guarantee dated 7 March 2008, number 100-000-200800951578 issued
by Seoul Guarantee Insurance Company as Refund Guarantor in favour of the Symi
Borrower in respect of the Builders' obligations under the Symi Contract and any
further guarantee(s) to be issued by a Refund Guarantor in respect of such
obligations, pursuant to any agreement supplemental to the Symi Contract, and
any extensions, renewals or replacements thereto or thereof, in each case in
form and substance acceptable to the Agent (acting on the instructions of the
Majority Banks in their sole discretion) and "Symi Refund Guarantees" means
any or all of them;
  "Symi Refund Guarantee Assignment
Consent and Acknowledgement" means, in relation to each Symi Refund
Guarantee, an acknowledgement of notice of, and consent to, the assignment in
respect of that Symi Refund Guarantee given or (as the context may require) to
be given by a Refund Guarantor, in the form scheduled to the Symi Pre-delivery
Security Assignment and "Symi
Refund Guarantee Assignment Consents and Acknowledgements" means any or
all of them;
   17
  "Symi Ship" means the 5,500 dwt
class oil tanker known on the date of this Agreement and during construction at
Qingdao's yard as Hull No. QHS-228, to be constructed and sold by the Builders
to the Symi Borrower pursuant to the Symi Contract and to be registered on the
Delivery Date for such Ship in the ownership of the Symi Borrower through the
relevant Registry under the laws and flag of the relevant Flag
State;
  "Symi Supervision Agreement"
means the contract executed or (as the context may require) to be executed
between the Symi Borrower and Iota, as may be amended and supplemented from time
to time, relating to the provision of design, building supervision,
representation, turn-key delivery services and the procurement of machinery and
supplies by Iota to the Symi Borrower in relation to the Symi Ship;
  "Symi Tranche" means a tranche
of the Total Commitment and the Loan of up to Nine million seven hundred
thousand Dollars ($9,700,000) to be drawn down in not more than five (5)
Advances (being the Symi Advances) or (as the context may require) the principal
amount thereof outstanding at any relevant time;
  "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 30
June 2010 or such later date as the Agent (acting on the instructions of all the
Banks) in its sole discretion may agree in writing;
  "Tilos Additional Cost" means
One million six hundred thousand Dollars ($1,600,000) or such other lesser sum
in Dollars as may be payable by the Tilos Borrower to Iota pursuant to the Tilos
Supervision Agreement, as the cost for the services provided by Iota
thereunder;
  "Tilos Advances" means,
together, the Tilos Contract Instalment Advances and the Tilos Delivery Advance
and "Tilos Advance"
means any of them;
  "Tilos Borrower" means Tilos
Navigation S.A. of 80 Broad Street, Monrovia, Liberia and includes its
successors in title;
  "Tilos Contract" means the
shipbuilding contract Nr. QHS-226-5500-06011301 dated 28 February 2008 made
between the Tilos Borrower and the Builders, as amended by an Addendum No. 1
thereto dated 28 February 2008 and as may be further amended and supplemented
from time to time with the prior written consent of the Agent (acting on the
instructions of the Majority Banks), relating to the construction and sale by
the Builders, and the purchase by the Tilos Borrower, of the Tilos
Ship;
  "Tilos Contract Assignment Consent and
Acknowledgement" means the acknowledgement of notice of, and consent to,
the assignment in respect of the Tilos Contract given or (as the context may
require) to be given by the Builders in the form scheduled to the Tilos
Pre-delivery Security Assignment;
  "Tilos Contract Instalment
Advance" means, in relation to the Tilos Ship, each of the four (4)
Advances of the Tilos Tranche in the amount of up to $2,500,000, in the case of
the first such Advance and up to $1,700,000, in the case of each of the second,
third and fourth such Advances, each made or (as the context may require) to be
made available to the Borrowers to finance in part the payment of an instalment
of the Tilos Contract Price falling due before the Delivery Date of the Tilos
Ship, in each case as set out in more detail in schedule 5 and "Tilos Contract Instalment
Advances" means any or all of them;
   18
  "Tilos Contract Price" means
Ten million six hundred thousand Dollars ($10,600,000) or such other lesser sum
in Dollars as may be payable by the Tilos Borrower to the Builders pursuant to
the Tilos Contract as the purchase price for the Tilos Ship
thereunder;
  "Tilos Deed of Covenant" means
the deed of covenant and/or the general assignment collateral to the Tilos
Mortgage executed or (as the context may require) to be executed by the Tilos
Borrower in favour of the Security Agent and/or any other Creditors in such form
as the Agent may require in its sole discretion;
  "Tilos Delivery Advance" means
an Advance of up to $2,100,000 made or (as the context may require) to be made
available to the Borrowers for the purpose of (a) financing part of the final
instalment of the Tilos Contract Price falling due on the Delivery Date of the
Tilos Ship and (b) financing part of the Tilos Additional Cost;
  "Tilos Management Agreement"
means the agreement made or (as the context may require) to be made between the
Tilos Borrower and the Manager in a form previously approved in writing by the
Agent (acting on the instructions of the Majority Banks) providing (inter alia) for the Manager
to manage the Tilos Ship;
  "Tilos Mortgage" means the
first priority or (as the case may be) preferred mortgage of the Tilos Ship
executed or (as the context may require) to be executed by the Tilos Borrower in
favour of the Security Agent and/or any other Creditors in such form as the
Agent (acting on the instructions of the Majority Banks in their sole
discretion) may require;
  "Tilos Operating Account" means
an interest bearing Dollar account of the Tilos Borrower opened or (as the
context may require) to be opened with the Account Bank and includes any
sub-accounts thereof and any other account designated in writing by the Agent to
be a Tilos Operating Account for the purposes of this Agreement;
  "Tilos Operating Account
Pledge" means the first priority pledge executed or (as the context may
require) to be executed between (inter alios) the Tilos Borrower, the Banks, the
Swap Provider and the Agent in respect of the Tilos Operating Account in such
form as the Agent (acting on the instructions of the Majority Banks in their
sole discretion) may require;
  "Tilos Pre-delivery Security
Assignment" means the assignment of the Tilos Contract and the Tilos
Refund Guarantees executed or (as the context may require) to be executed by the
Tilos Borrower in favour of the Security Agent in the form set out in schedule
7;
  "Tilos Refund Guarantee" means
the letter of guarantee dated 7 March 2008, number 100-000-200800951253 issued
by Seoul Guarantee Insurance Company as Refund Guarantor in favour of the Tilos
Borrower in respect of the Builders' obligations under the Tilos Contract and
any further guarantee(s) to be issued by a Refund Guarantor in respect of such
obligations, pursuant to any agreement supplemental to the Tilos Contract, and
any extensions, renewals or replacements thereto or thereof, in each case in
form and substance acceptable to the Agent (acting on the instructions of the
Majority Banks in their sole discretion) and "Tilos Refund Guarantees" means
any or all of them;
  "Tilos Refund Guarantee Assignment
Consent and Acknowledgement" means, in relation to each Tilos Refund
Guarantee, an acknowledgement of notice of, and consent to, the assignment in
respect of that Tilos Refund Guarantee given or (as the context may require) to
be given by a Refund Guarantor, in the form scheduled to the Tilos Pre-delivery
Security Assignment and "Tilos
Refund Guarantee Assignment Consents and Acknowledgements" means any or
all of them;
  "Tilos Ship" means the 5,500
dwt class oil tanker known on the date of this Agreement and during construction
at Qingdao's yard as Hull No. QHS-226, to be constructed and sold by the
Builders to the Tilos Borrower pursuant to the Tilos Contract and to be
registered on the Delivery Date for such Ship in the ownership of the Tilos
Borrower through the relevant Registry under the laws and flag of the relevant
Flag State;
   19
  "Tilos Supervision Agreement"
means the contract executed or (as the context may require) to be executed
between the Tilos Borrower and Iota, as may be amended and supplemented from
time to time, relating to the provision of design, building supervision,
representation, turn-key delivery services and the procurement of machinery and
supplies by Iota to the Tilos Borrower in relation to the Tilos
Ship;
  "Tilos Tranche" means a tranche
of the Total Commitment and the Loan of up to Nine million seven hundred
thousand Dollars ($9,700,000) to be drawn down in not more than five (5)
Advances (being the Tilos Advances) or (as the context may require) the
principal amount thereof outstanding at any relevant time;
  "Total Commitment" means, at
any relevant time, the aggregate of all the Banks' Commitments at such
time;
  "Total Loss" means, in relation
to a Ship:
  (a)
              the
      actual, constructive, compromised or arranged total loss of such Ship;
      or
  (b)
              the
      Compulsory Acquisition of such Ship;
or
  (c)
              the
      hijacking, theft, condemnation, capture, seizure, arrest, detention or
      confiscation of such Ship (other than where the same amounts to the
      Compulsory Acquisition of such Ship) by any Government Entity, or by
      persons acting or purporting to act on behalf of any Government Entity,
      unless such Ship be released and restored to the relevant Borrower from
      such hijacking, theft, condemnation, capture, seizure, arrest, detention
      or confiscation within thirty (30) days after the occurrence
      thereof;
  "Tranche" means:
  (a)
              in
      relation tothe Kassos Ship,
      the Kassos Tranche;
  (b)
              in
      relation tothe Tilos Ship,
      the Tilos Tranche;
  (c)
              in
      relation tothe Symi Ship,
      the Symi Tranche; or
  (d)
              in
      relation tothe Halki Ship,
      the Halki Tranche,
  and
"Tranches" means any or
all of them;
  "Transaction" has the meaning
given to it in the Master Swap Agreement;
  "Transfer Certificate" means a
certificate in substantially the form set out in schedule 4;
  "Transferee Bank" has the
meaning ascribed thereto in clause 15.3;
  "Transferor Bank" has the
meaning ascribed thereto in clause 15.3;
  "Trust Deed" means a trust deed
in the form, or substantially in the form, set out in schedule 11;
  "Trust Property" means (i) the
security, powers, rights, titles, benefits and interests (both present and
future) constituted by and conferred on the Security Agent under or pursuant to
the Security Documents (including, without limitation, the benefit of all
covenants, undertakings, representations, warranties and obligations given, made
or undertaken to the Security Agent in the Security Documents), (ii) all moneys,
property and other assets paid or transferred to or vested in the Security Agent
or any agent of the Security Agent or any receiver or received or recovered by
the Security Agent or any agent of the Security Agent or any receiver pursuant
to, or in connection with, any of the Security Documents whether from any
Security Party or any other person and (iii) all moneys, investments, property
and other assets at any time representing or deriving from any of the foregoing,
including all interest, income and other sums at any time received or receivable
by the Security Agent or any agent of the Security Agent or any receiver in
respect of the same (or any part thereof); and
   20
  "Underlying Documents" means,
together, the Contracts, the Refund Guarantees, the Supervision Agreements 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;
  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 Greek 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.
  1.5
              Majority
      Banks
  Where
this Agreement or any other Security Document provides for any matter to be
determined by reference to the opinion of the Majority Banks or to be subject to
the consent or request of the Majority Banks or for any action to be taken on
the instructions in writing of the Majority Banks, such opinion, consent,
request or instructions shall (as between the Banks) only be regarded as having
been validly given or issued by the Majority Banks if all the Banks shall have
received prior notice of the matter on which such opinion, consent, request or
instructions are required to be obtained and the relevant majority of such Banks
shall have given or issued such opinion, consent, request or instructions but so
that (as between the Borrowers and the Banks) the Borrowers shall be entitled
(and bound) to assume that such notice shall have been duly received by each
relevant Bank and that the relevant majority shall have been obtained to
constitute Majority Banks whether or not this is in fact the case.
   21
  1.6
              Banks'
      Commitment
  For the
purposes of the definition of "Majority Banks" in
clause 1.2, references to the Commitment of a
Bank shall, if the Total Commitment has, at any relevant time, been reduced to
zero, be deemed to be a reference to the Commitment of that Bank immediately
prior to such reduction to zero.
  2
              The
      Total Commitment and the Advances
  2.1
              Agreement
      to lend
  The
Banks, relying upon each of the representations and warranties in clause 7, agree to lend to the Borrowers, jointly and
severally, upon and subject to the terms of this Agreement, the principal sum of
up to Thirty eight million eight hundred thousand Dollars ($38,800,000) in
twenty (20) Advances comprising four (4) Tranches, namely, the Kassos Tranche,
the Tilos Tranche, the Symi Tranche and the Halki Tranche.  The
obligation of each Bank under this Agreement shall be to contribute that
proportion of each Advance which, as at the Drawdown Date of such Advance, its
Commitment bears to the Total Commitment.
  2.2
              Obligations
      several
  The
obligations of the Banks under this Agreement are several according to their
respective Commitments and/or Contributions; the failure of any Bank to perform
such obligations or the failure of the Swap Provider to perform its obligations
under the Master Swap Agreement shall not relieve any other Creditor or any
Borrower of any of their respective obligations or liabilities under this
Agreement or, as the case may be, the Master Swap Agreement nor shall any
Creditor be responsible for the obligations of any other Creditor (except for
its own obligations, if any, as a Bank or the Swap Provider) under this
Agreement or the Master Swap Agreement.
  2.3
              Interests
      several
  Notwithstanding
any other term of this Agreement (but without prejudice to the provisions of
this Agreement relating to or requiring action by the Majority Banks) the
interests of the Creditors are several and the amount due to any Creditor is a
separate and independent debt.  Each Creditor shall have the right to
protect and enforce its rights arising out of this Agreement and it shall not be
necessary for any other Creditor to be joined as an additional party in any
proceedings for this purpose.
  2.4
              Drawdown
  Subject
to the terms and conditions of this Agreement, each Advance shall be made to the
Borrowers following receipt by the Agent from the Borrowers of a Drawdown Notice
not later than 10:00 a.m. on the third Banking Day before the date, which shall
be a Banking Day falling within the Drawdown Period for such Advance, on which
the Borrowers propose such Advance is made.  A Drawdown Notice shall
be effective on actual receipt by the Agent and, once given, shall, subject as
provided in clause 3.6.1, be
irrevocable.
  2.5
              Timing
      and limitation of Advances
  2.5.1
                The
      aggregate amount of the Loan shall not exceed the lower
  of:
  (a)
              Thirty
      eight million eight hundred thousand Dollars ($38,800,000);
      and
  (b)
              Eighty
      per cent (80%) of the Construction Costs of all the
  Ships,
  and
each Advance shall, subject to the following provisions of this clause 2.5,
be for such amount as is specified in the Drawdown Notice for that
Advance.
   22
  2.5.2
                The
      aggregate amount of each Tranche shall not exceed the lower
      of:
  (a)
              Nine
      million seven hundred thousand Dollars ($9,700,000);
  and
  (b)
              eighty
      per cent (80%) of the Construction Cost of the Ship relevant to such
      Tranche;
  2.5.3
                The
      aggregate amount of the four (4) Contract Instalment Advances for each
      Ship shall not exceed the lower of (1) Seven million six hundred thousand
      Dollars ($7,600,000) and (2) eighty per cent (80%) of the aggregate of the
      first four (4) instalments of the Contract Price for that Ship,
      and:
  (a)
              the
      first Contract Instalment Advance for a Ship shall not exceed the lower of
      (i) Two million five hundred thousand Dollars ($2,500,000) and (ii)
      seventy nine per cent (79%) of the first instalment of the Contract Price
      for that Ship;
  (b)
              each
      of the second, the third and the fourth Contract Instalment Advance for a
      Ship shall not exceed the lower of (i) One million seven hundred thousand
      Dollars ($1,700,000) and (ii) eighty point two zero per cent (80.20%) of
      the instalment of the Contract Price for that Ship specified in the second
      column of schedule 5 opposite the relevant Contract Instalment Advance;
      and
  (c)
              each
      Contract Instalment Advance for a
Ship:
  (i)
              shall
      be applied in or towards payment to the Builders of part of the relevant
      instalment of the Contract Price for that Ship specified in the second
      column of schedule 5 opposite the relevant Contract Instalment
      Advance;
  (ii)
              shall
      be made when such instalment has become due and payable, as specified in
      more detail in the third column of schedule 5 opposite the relevant
      Contract Instalment Advance; and
  (iii)
              shall
      be paid by the Agent to the Builders, unless the relevant Borrower has
      already paid such instalment to the Builders when it was due, in which
      case the relevant Contract Instalment Advance shall be advanced to the
      Borrowers directly.
  2.5.4
                Each
      Delivery Advance:
  (a)
              shall
      not exceed the lower of:
  (i)
              Two
      million one hundred thousand Dollars
  ($2,100,000);
  (ii)
              the
      amount in Dollars which, when added to the aggregate amount of the
      Contract Instalment Advances for the relevant Ship actually drawn down,
      will produce a figure equal to eighty per cent (80%) of the Construction
      Cost for that Ship;
  (iii)
              the
      amount in Dollars which, when added to the aggregate amount of the
      Contract Instalment 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 accordance with the valuation of such Ship
      obtained pursuant to schedule 3, Part 4;
and
  (iv)
              the
      amount in Dollars which, when added to the aggregate amount of the
      Contract Instalment Advances for the relevant Ship actually drawn down,
      will produce a total figure of Nine million seven hundred thousand Dollars
      ($9,700,000);
  (b)
              shall
      be applied in or towards payment to the Builders of part of the final
      instalment of the Contract Price for the relevant Ship and, if applicable,
      towards payment to Iota of part of the Additional Cost for the relevant
      Ship;
   23
  (c)
              shall
      be made on the Delivery Date of the relevant Ship when the final
      instalment of the relevant Contract Price has become due and payable;
      and
  (d)
              shall
      be paid by the Agent to the Builders and, if applicable, Iota, unless the
      relevant Borrower has already paid such instalment to the Builders or (as
      the case may be) the Additional Cost to Iota when due, in which case the
      relevant Delivery Advance shall be advanced to the Borrowers
      directly.
  2.6
              Availability
  Upon
receipt of a Drawdown Notice complying with the terms of this Agreement, the
Agent shall promptly notify each Bank and each Bank shall make available to the
Agent its portion of the relevant Advance for payment by the Agent in accordance
with clause 6.2.  The Borrowers
acknowledge that payment of any Advance or part thereof to the Builders, Iota or
the Borrowers or any of them (as the case may be) in accordance with clause 6.2
shall satisfy the obligation of the Banks to lend that Advance to the Borrowers
under this Agreement.
  2.7
              Termination
      of Total Commitment
  Any
part of the Total Commitment which remains undrawn and uncancelled by the
Termination Date shall thereupon be automatically cancelled.
  2.8
              Application
      of proceeds
  Without
prejudice to the Borrowers' obligations under clause 8.1.3, no Creditor shall have any responsibility for
the application of the proceeds of the Loan or any part thereof by the
Borrowers.
  2.9
              Derivative
      transactions
  2.9.1
              If,
      at any time during the Security Period, the Borrowers wish to enter into
      interest rate swap or other derivative transactions so as to hedge all or
      any part of their exposure under this Agreement to interest rate
      fluctuations, they shall advise the Swap Provider in
    writing.
  2.9.2
              Any
      such swap or other derivative transaction shall be concluded with the Swap
      Provider under the Master Swap Agreement Provided however that no such
      swap or other derivative transaction shall be concluded unless the Swap
      Provider first agrees to it in writing.  For the avoidance of
      doubt, other than the Swap Provider's agreement in writing referred to in
      the preceding sentence no prior approval is required by the Borrowers from
      all or any of the Banks, the Agent, the Security Agent or the Account Bank
      before concluding any such swap or other derivative
      transaction.  If and when any such swap or other derivative
      transaction has been concluded, it shall constitute a Designated
      Transaction under the Master Swap Agreement, and the Borrowers shall sign
      a Confirmation with the Swap Provider and advise the Banks through the
      Agent promptly after concluding any such Designated
      Transaction.
  3
              Interest
      and Interest Periods
  3.1
              Normal
      interest rate
  3.1.1
              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
      instalment 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 Agent to be the aggregate of (a) the Margin and
      (b) LIBOR for such Interest
Period.
  3.1.2
              The
      Agent (acting on the instructions of all the Banks) shall be entitled to
      request that the Margin applicable to the Loan is increased from the
      Margin Adjustment Date and at all times thereafter.  The Agent
      (acting on the instructions of all the Banks) shall be entitled to make
      such request not later than twenty (20) days prior to the Margin
      Adjustment Date and the Borrowers shall respond to such request within
      five (5) days after the Agent's request was sent to the
      Borrowers.  If the Borrowers respond that they disagree with the
      proposed increased Margin, they shall negotiate in good faith with the
      Agent and the Banks with a view to agreeing to an increased Margin
      mutually acceptable to the Banks, the Agent and the
    Borrowers.
   24
  The
increased Margin agreed in writing between the Borrowers, the Agent and the
Banks pursuant to this clause 3.1.2 shall be the Margin applicable to the Loan
from the Margin Adjustment Date and at all times thereafter, provided that the
Borrowers, the Banks and the Agent have reached such agreement by not later than
the five (5) Banking Days prior to the Margin Adjustment Date.  In the
event that the Borrowers, the Banks and the Agent fail to reach such agreement
by such date, the applicable Margin shall continue to be 1.15% per annum after
the Margin Adjustment Date (but without prejudice to clause
10.1.35).
  3.1.3
              If
      at any time the Margin is increased pursuant to clause 3.1.2 the Borrowers
      shall, forthwith following the Agent's request, at their cost and expense
      enter into and deliver to the Agent such documentation as the Agent may in
      its absolute discretion require in relation to, and in order to give
      effect to, such increase (including, without limitation, amendments of the
      Mortgages and documents and evidence of the type referred to in schedule
      3).
  3.2
              Selection
      of Interest Periods
  The
Borrowers may by notice received by the Agent not later than 10:00 a.m. on the
third Banking Day before the beginning of each Interest Period specify whether
such Interest Period shall have a duration of three (3) months, six (6) months,
nine (9) months, twelve (12) months or such other period as the Borrowers may
select and the Agent (acting on the instructions of the Majority Banks) may
agree.
  3.3
              Determination
      of Interest Periods
  Every
Interest Period shall be of the duration specified by the Borrowers pursuant to
clause 3.2 but so that:
  3.3.1
              the
      first Interest Period in respect of each Advance shall commence on the
      date on which such Advance is drawn down and each subsequent Interest
      Period shall commence on the last day of the previous Interest Period for
      such Advance;
  3.3.2
              the
      first 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, such Advances
      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.
   25
  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 Agent 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 three (3) months as selected by the Agent 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
Agent) of (a) two per cent (2%) per annum, (b) the Margin and (c) LIBOR for such
period.  Such interest shall be due and payable on the last day of
each such period as determined by the Agent 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 Agent under clause 10.2.2 or a prepayment pursuant to clauses 4.3, 8.2.1(a) or 12.1, on a date other than an Interest Payment Date
relating thereto, the first such period selected by the Agent 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 of two per cent (2%) above the rate applicable thereto
immediately before it shall have become so due and payable.  If, for
the reasons specified in clause 3.6.1, the
Agent is unable to determine a rate in accordance with the foregoing provisions
of this clause 3.4, each Bank shall promptly
notify the Agent of the cost of funds to such Bank and interest on any sum not
paid on its due date for payment shall be calculated at a rate determined by the
Agent to be two per cent (2%) per annum above the aggregate of the Margin and
the cost of funds to such Bank.
  3.5
              Notification
      of Interest Periods and interest
rate
  The
Agent shall notify the Borrowers and the Banks promptly of the duration of each
Interest Period and of each rate of interest (or, as the case may be default
interest) determined by it under this clause 3.
  3.6
              Market
      disruption; non-availability
  3.6.1
              If
      and whenever, at any time prior to the commencement of any Interest
      Period:
  (a)
              the
      Agent shall have determined (which determination shall, in the absence of
      manifest error, be conclusive) that adequate and fair means do not exist
      for ascertaining LIBOR during such Interest Period;
  or
  (b)
              none
      or only one of the Banks supplies the Agent with a quotation for the
      purposes of calculating LIBOR (where such a quotation is required having
      regard to paragraph (b) of the definition of "LIBOR" in clause 1.2);
      or
  (c)
              the
      Agent shall have received notification from Banks with Contributions
      aggregating not less than one-third (1⁄3rd) of the Loan (or, prior to the
      Drawdown Date of the first Advance to be drawn down from Banks with
      Commitments aggregating not less than one-third (1⁄3rd) of the Total
      Commitment), that deposits in Dollars are not available to such Banks in
      the London Interbank Market in the ordinary course of business in
      sufficient amounts to fund the Loan or part thereof or their Contributions
      for such Interest Period or that LIBOR does not accurately reflect the
      cost to such Banks of obtaining such
deposits,
  the
Agent shall forthwith give notice (a "Determination Notice") thereof
to the Borrowers and to each of the Banks.  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 Total Commitment shall not be borrowed until notice to the
contrary is given to the Borrowers by the Agent.
   26
  3.6.2
              During
      the period of ten (10) days after any Determination Notice has been given
      by the Agent under clause 3.6.1, each
      Bank shall certify an alternative basis (the "Alternative Basis") for
      maintaining its Contribution.  The Alternative Basis may at the
      relevant Bank's sole and unfettered discretion include (without
      limitation) alternative interest periods, alternative currencies or
      alternative rates of interest but shall include a margin above the cost of
      funds to such Bank equivalent to the Margin.  The Agent shall
      calculate the arithmetic mean of the Alternative Bases provided by the
      relevant Banks (the "Substitute Basis") and
      certify the same to the Borrowers, the Banks and the Swap
      Provider.  The 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
      Agent 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
  4.1.1
              The
      Borrowers shall repay each Tranche by forty (40) repayment 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 first to thirty ninth repayment instalments (inclusive) for each
      Tranche shall be $135,000, and the amount of the fortieth and final
      repayment instalment for each Tranche shall be $4,435,000 (comprising a
      repayment instalment of $135,000 and a balloon payment of $4,300,000 (each
      such balloon payment in relation to a Tranche, the "Balloon Instalment" for
      that Tranche)).
  4.1.2
              If
      the Total Commitment in respect of any Advance relating to a Ship, is not
      drawn down in full, the amount of the repayments instalments in respect of
      the Tranche for such Ship (including the relevant Balloon Instalment)
      shall be reduced proportionately.
  4.2
              Voluntary
      prepayment
  The
Borrowers may prepay any Tranche in whole or part (such part being in an amount
of Five hundred thousand Dollars ($500,000) or any larger sum which is an
integral multiple of Five hundred thousand Dollars ($500,000)) on any Interest
Payment Date relating to the part of the Tranche to be repaid without premium or
penalty.
  4.3
              Prepayment
      on Total Loss and Sale
  4.3.1
              Before
      first drawdown
  On a
Ship becoming a Total Loss or suffering damage or being involved in an incident
which in the reasonable opinion of the Agent may result in such Ship being
subsequently determined to be a Total Loss or on the Contract for a Ship being
assigned, transferred, sold or novated to and in favour of any person, in each
case before any Contract Instalment Advance for such Ship is drawn down, the
obligation of the Banks to advance any Advance for such Ship (or part thereof)
shall immediately cease and the Total Commitment shall be reduced by the amount
of the Tranche for such Ship.
  4.3.2
              After
      first drawdown but prior to
Delivery
  On a
Ship becoming a Total Loss or suffering damage or being involved in an incident
which in the reasonable opinion of the Agent may result in such Ship being
subsequently determined to be a Total Loss or on the Contract for a Ship being
assigned, transferred, sold or novated to and in favour of any person (with the
prior consent of the Security Agent pursuant to the relevant Pre-delivery
Security Assignment), in each case after any Contract Instalment Advance for
such Ship has been drawn down but prior to the drawing of the Delivery Advance
for such Ship, the obligation of the Banks to advance any other Advance (or part
thereof) for such Ship shall immediately cease, the Total Commitment shall be
reduced accordingly and the Borrowers shall immediately prepay the outstanding
Contract Instalment Advances for such Ship in full.
   27
  4.3.3
              Thereafter
  (a)
              If
      a Mortgaged Ship is sold (with the prior consent of the relevant Creditors
      pursuant to the relevant Ship Security Documents) or becomes a Total Loss
      prior to the Termination Date, then the Borrowers shall, on the Disposal
      Reduction Date for such Mortgaged Ship, prepay the Tranche relevant to
      such Mortgaged Ship in full (subject to clause
  4.3.3(c)).
  (b)
              If
      a Mortgaged Ship is sold (with the prior consent of the relevant Creditors
      pursuant to the relevant Ship Security Documents) or becomes a Total Loss
      after the Termination Date, then the Borrowers shall, on the Disposal
      Reduction Date for such Mortgaged Ship, prepay the higher of (i) the full
      amount of the Tranche relevant to such Mortgaged Ship and (ii) a part of
      the Loan equal to the Relevant Amount (subject to clause
      4.3.3(c)).
  (c)
              Notwithstanding
      sub-paragraphs (a) and (b) of this clause 4.3.3, if a Mortgaged Ship is
      sold (with the prior consent of the relevant Creditors pursuant to
      relevant Ship Security Documents) or becomes a Total Loss and an Event of
      Default shall have occurred and be continuing, then the Borrowers shall
      prepay such proportion of the Loan as the Banks may require in their
      absolute discretion.
  4.3.4
              Defined
      terms
  For the
purposes of this clause 4.3:
  (a)
              "Disposal Reduction Date"
    means:
  (i)
              in
      relation to a Mortgaged Ship which has become a Total Loss, its Total Loss
      Reduction Date; and
  (ii)
              in
      relation to a Mortgaged Ship which is sold in accordance with the
      provisions of the relevant Ship Security Documents, the date of completion
      of such sale (and immediately prior to such completion) by the transfer of
      title to such Mortgaged Ship to the purchaser in exchange for payment of
      the relevant purchase price;
  (b)
              "Total Loss Reduction Date" means,
      in relation to a Mortgaged Ship which has become a Total Loss, the date
      which is the earlier of:
  (i)
              the
      date falling ninety (90) days after that on which such Mortgaged Ship
      became a Total Loss; and
  (ii)
              the
      date upon which the relevant insurance proceeds are or Requisition
      Compensation is, received by the relevant Borrower (or the relevant
      Creditors, as such Borrower's assignees pursuant to the relevant Ship
      Security Documents);
  (c)
              "Relevant Amount" means
      an amount in Dollars equal to the higher
of:
  (i)
              such
      amount as shall ensure that, immediately after such prepayment, the
      Security Value shall not be less than the Security Requirement;
      and
  (ii)
              such
      amount as shall ensure that X is
      not lower than Y;
  (d)
              "X"
      is the ratio (expressed as a percentage)
of:
  (i)
              the
      market value of the Mortgaged Ships (excluding the relevant Mortgaged Ship
      lost or sold) as determined in accordance with clause
  8.2.2
  to
   28
  (ii)
              the
      aggregate amount of the Loan after deducting the amount of the relevant
      prepayment,
  immediately
after the relevant prepayment is made; and
  (e)
              "Y"
      is the ratio (expressed as a percentage)
of:
  (i)
              the
      market value of the Mortgaged Ships (including the relevant Mortgaged Ship
      lost or sold) as determined in accordance with clause
  8.2.2
  to
  (ii)
              the
      aggregate amount of the Loan without deducting the amount of the relevant
      prepayment,
  immediately
before the relevant prepayment is made.
  4.3.5
              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 a Ship, on the date upon which the
      relevant requisition of title or other compulsory acquisition of such Ship
      occurs; and
  (e)
              in
      the case of hijacking, theft, condemnation, capture, seizure, arrest,
      detention or confiscation of a Ship (other than where the same amounts to
      Compulsory Acquisition of such Ship) by any Government Entity, or by
      persons purporting to act on behalf of any Government Entity, which
      deprives the relevant 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.
  4.3.6
              Application
      of Total Loss and sale proceeds
  Any
insurance moneys or Requisition Compensation or proceeds of sale received by the
Security Agent or any other Creditors (as the case may be) in respect of such
Total Loss or sale of a Mortgaged Ship under the relevant Ship Security
Documents, shall be applied in or towards making any prepayment and paying any
other moneys required under clauses 4.3 and 4.4 and provided no Event of
Default has occurred and is continuing, the balance (if any) shall be paid to
the Borrowers.
  4.4
              Amounts
      payable on prepayment
  Any
prepayment of all or part of the Loan under this Agreement shall be made
together with:
  4.4.1
              accrued
      interest on the amount to be prepaid to the date of such
      prepayment;
  4.4.2
              any
      additional amount payable under clauses 6.6 or 12.2; and
   29
  4.4.3
              all
      other sums payable by the Borrowers to the Creditors under this Agreement
      or any of the other Security Documents including, without limitation, any
      accrued commitment commission payable under clause 5.1 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 Agent at least thirty (30) days' prior written notice
      of their intention to make such prepayment.  Every notice of
      prepayment shall be effective only on actual receipt by the Agent, 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 (including the relevant
      Balloon Instalment) of the relevant Tranche under clause 4.1.1 in inverse
      order of their due dates for
payment.
  4.5.3
              Any
      amounts prepaid pursuant to clause 4.3.3(b) shall be applied, first, in
      full prepayment of the Tranche relevant to the Ship lost or sold and,
      secondly, in reducing the repayment instalments (including the relevant
      Balloon Instalments) of the other Tranches under clause 4.1.1
      proportionately (and proportionately as between such other
      Tranches).
  4.5.4
              Any
      amount prepaid pursuant to clause 4.3.3(c) shall be applied in reducing
      such Tranches, and in such manner, as the Banks may require in their
      absolute discretion.
  4.5.5
              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 (including the Balloon Instalments) of each Tranche
      under clause 4.1.1 in inverse order of their due dates for
      payment.
  4.5.6
              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
              Unwinding of Designated
      Transactions
  On or
prior to any repayment or prepayment of all or part of the Loan (including,
without limitation, pursuant to clauses 4.2, 4.3 or 8.2.1(a) or any other
provision of this Agreement), the Borrowers shall, upon the request of the
Agent, wholly or partially reverse, offset, unwind, cancel, close out, net out
or otherwise terminate one or more of the continuing Designated Transactions
under the Master Swap Agreement so that the notional principal amount of the
continuing Designated Transactions thereafter remaining under the Master Swap
Agreement does not, and will not in the future (taking into account the
scheduled amortisation), exceed the amount of the Loan as reducing from time to
time thereafter pursuant to clause 4.1.
  4.7
              Cancellation
      of Commitments
  The
Borrowers may at any time during the Drawdown Period by notice to the Agent
(effective only on actual receipt) cancel, with effect from a date not less than
thirty (30) days after the receipt by the Agent of such notice, the whole or any
part (being Five hundred thousand Dollars ($500,000) or any larger sum which is
an integral multiple of Five hundred thousand Dollars ($500,000)) of the Total
Commitment which is then available for drawing but has not then been borrowed or
requested in a Drawdown Notice.  Any such notice of cancellation, once
given, shall be irrevocable, shall specify the Advance(s) and the amount thereof
to be cancelled and upon such cancellation taking effect the Commitment of each
Bank shall be reduced proportionately.
  5
              Fees,
      commitment commission and expenses
  5.1
              Fees
  The
Borrowers shall pay to the Agent:
   30
  5.1.1
              for
      the account of the Arranger and the Banks, an arrangement and
      participation fee of such amount and payable at such time and in such
      manner as specified in the Fee Letter.  Such arrangement and
      participation fee shall be distributed by the Agent to the Arranger and
      the Banks in such proportions as separately agreed between the Arranger
      and each Bank;
  5.1.2
              for
      the account of each Bank, on each of the dates falling at three (3)
      monthly intervals after 24 April 2008 until the Termination Date and on
      such day, commitment commission computed from 24 April 2008 (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 five per cent (0.35%) per annum on the daily
      undrawn amount of such Bank's Commitment;
and
  5.1.3
              for
      the account of the Agent, a quarterly agency fee of such amount and
      payable at such time and in such manner as specified in the Fee
      Letter;
  The
fees and commitment commission referred to in clause 5.1 shall be payable by the
Borrowers to the Agent, whether or not any part of the Total Commitment is ever
advanced and shall be, in each case, non-refundable.
  5.2
              Expenses
  The
Borrowers shall pay to the Agent on a full indemnity basis on demand all
expenses (including legal, printing and out-of-pocket expenses) incurred by the
Creditors or any of them:
  5.2.1
              in
      connection with the negotiation, preparation, execution and, where
      relevant, registration of the Security Documents (including, for the
      avoidance of doubt, any expenses incurred by the Creditors or any of them
      in connection with the legal opinions obtained pursuant to schedule 3) and
      of any amendment or extension of or the granting of any waiver or consent
      under, any of the Security Documents and the syndication of the Loan;
      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 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 Creditors or any of them 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 (including any duties or taxes payable by any of the Creditors) imposed on
or in connection with any of the Underlying Documents, the Security Documents or
the Loan and shall indemnify the Creditors or any of them 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 their obligations under this Agreement,
the Banks 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 Banks and that it is reasonable for the Banks to be
entitled to receive payments from the Borrowers gross on the due date in order
that
   31
  each of
the Banks is put in a position to perform its matching obligations to the
relevant third parties.  Accordingly, 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 on the due date to
such account at such bank and in such place as the Agent may from time to time
specify for this purpose.  Save as otherwise provided in this
Agreement or any relevant Security Documents, such payments shall be for the
account of all Banks and the Agent shall distribute such payments in like funds
as are received by the Agent to the Banks rateably in accordance with their
respective Commitment (if prior to the first drawdown) or Contribution (if
following the first drawdown).
  6.2
              Payment
      by the Banks
  All
sums to be advanced by the Banks to the Borrowers under this Agreement shall be
remitted in Dollars on the Drawdown Date for the relevant Advance to the account
of the Agent at such bank as the Agent may have notified to the Banks and shall
be paid by the Agent on such date in like funds as are received by the Agent 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) days year.
  6.5
              Certificates
      conclusive
  Any
certificate or determination of the Agent as to any rate of interest or any
other amount pursuant to and for the purposes of any of the Security Documents
shall, in the absence of manifest error, be conclusive and binding on the
Borrowers and on the Banks.
  6.6
              Grossing-up
      for Taxes - by the Borrowers
  6.6.1
              If
      at any time the Borrowers or any of them are required to make any
      deduction or withholding in respect of Taxes from any payment due under
      any of the Security Documents for the account of any Creditor or if the
      Agent or the Security Agent is required to make any deduction or
      withholding from a payment to another Creditor or withholding in respect
      of Taxes from any payment due under any of the Security Documents, the sum
      due from the Borrowers or any of them in respect of such payment shall be
      increased to the extent necessary to ensure that, after the making of such
      deduction or withholding, the relevant Creditor 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 each Creditor against any losses or costs
      incurred by it by reason of any failure of the Borrowers or any of them 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 Agent any receipts, certificates
      or other proof evidencing the amounts (if any) paid or payable in respect
      of any deduction or withholding as
aforesaid.
  6.6.2
              For
      the avoidance of doubt, clause 6.6.1 does not apply in respect of sums due
      from the Borrowers to the Swap Provider under or in connection with the
      Master Swap Agreement as to which sums the provisions of section 2(d)
      (Deduction or Withholding for Tax) of the Master Swap Agreement shall
      apply.
   32
  6.7
              Loan
      account
  Each
Bank shall maintain, in accordance with its usual practice, an account
evidencing the amounts from time to time lent by, owing to and paid to it under
the Security Documents.  The Agent and/or the Security Agent shall
maintain a control account (being, in the case of any Mortgage which is in
statutory form, the "Account Current" referred to in such Mortgage) showing the
Loan and other sums owing by the Borrowers under the Security Documents and all
payments in respect thereof being made from time to time.  The control
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.
  6.8
              Agent
      may assume receipt
  Where
any sum is to be paid under the Security Documents to the Agent or, as the case
may be, the Security Agent for the account of another person, the Agent or, as
the case may be, the Security Agent may assume that the payment will be made
when due and the Agent or, as the case may be, the Security Agent may (but shall
not be obliged to) make such sum available to the person so
entitled.  If it proves to be the case that such payment was not made
to the Agent or, as the case may be, the Security Agent, then the person to whom
such sum was so made available shall on request refund such sum to the Agent or,
as the case may be, the Security Agent together with interest thereon sufficient
to compensate the Agent or, as the case may be, the Security Agent for the cost
of making available such sum up to the date of such repayment and the person by
whom such sum was payable shall indemnify the Agent or, as the case may be, the
Security Agent for any and all loss or expense which the Agent or, as the case
may be, the Security Agent may sustain or incur as a consequence of such sum not
having been paid on its due date.
  6.9
              Partial
      payments
  If, on
any date on which a payment is due to be made by the Borrowers under any of the
Security Documents, the amount received by the Agent from the Borrowers falls
short of the total amount of the payment due to be made by the Borrowers on such
date then, without prejudice to any rights or remedies available to the Agent,
the Security Agent and the Banks under any of the Security Documents, the Agent
shall apply the amount actually received from the Borrowers in or towards
discharge of the obligations of the Borrowers under the Security Documents in
the following order, notwithstanding any appropriation made, or purported to be
made, by the Borrowers:
  6.9.1
              first,
      in or towards payment, on a pro-rata basis, of any unpaid costs and
      expenses of the Agent and the Security Agent under any of the Security
      Documents;
  6.9.2
              secondly,
      in or towards payment, on a pro rata basis, of any fees and accrued
      commitment commission payable to the Arranger, the Agent or any of the
      other Creditors under, or in relation to, the Security Documents which
      remain unpaid;
  6.9.3
              thirdly,
      in or towards payment to the Banks, on a pro rata basis, of any accrued
      interest which shall have become due under any of the Security Documents
      but remains unpaid;
  6.9.4
              fourthly,
      in or towards payment to the Banks, on a pro rata basis, of any principal
      amount which shall have become due but remains
  unpaid;
  6.9.5
              fifthly,
      in or towards payment to the Banks, on a pro rata basis, 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;
  6.9.6
              sixthly,
      in or towards payment to the Swap Provider of any sums owing to it under
      the Master Swap Agreement; and
   33
  6.9.7
              seventhly,
      in or towards payment to the relevant person of any other sum which shall
      have become due under any of the Security Documents but remains unpaid
      (and, if more than one such sum so remains unpaid, on a pro rata
      basis).
  The
order of application set out in clauses 6.9.2 to 6.9.6 may be varied by the
Agent if the Majority Banks so direct, without any reference to, or consent or
approval from, the Borrowers.
  7
              Representations
      and warranties
  7.1
              Continuing
      representations and warranties
  The
Borrowers jointly and severally represent and warrant to each Creditor
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 the Republic of Liberia as
Liberian corporations (in the case of the Borrowers), under the laws of the
Republic of the Marshall Islands as Marshall Islands corporations (in the case
of the Corporate Guarantors and the Manager) and under the laws of their
respective countries of incorporation as limited liability companies (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;
  7.1.2
              Corporate
      power
  each of
the Borrowers has power to execute, deliver and perform its obligations under
the Underlying Documents and the relevant Borrowers' Security
Documents  to which it is or is to be a party and to borrow the Total
Commitment and each of the other Security Parties has power to execute and
deliver and perform its obligations under the Security Documents to which it is
or is to be a party; all necessary corporate, shareholder and other action has
been taken to authorise the execution, delivery and performance of the same and
no limitation on the powers of 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 or any other member of the Group to create any
Encumbrance (other than a Permitted Encumbrance) on any of the undertakings,
assets, rights or revenues of any of the Borrowers or any other Security Party
or any other member of the Group;
  7.1.5
              No
      litigation
  no
litigation, arbitration or administrative proceeding is taking place, pending
or, to the knowledge of the officers of any of the Borrowers, threatened against
any of the Borrowers or any other Security Party or any other member of the
Group which could have a material adverse effect on the business, assets or
financial condition of any of the Borrowers or any other Security Party or any
other member of the Group;
   34
  7.1.6
              No
      filings required
  save
for the registration of the Mortgages in the relevant register under the laws of
the relevant Flag State through the relevant Registry, it is not necessary to
ensure the legality, validity, enforceability or admissibility in evidence of
any of the Underlying Documents or any of the Security Documents that they or
any other instrument be notarised, filed, recorded, registered or enrolled in
any court, public office or elsewhere in any Relevant Jurisdiction or that any
stamp, registration or similar tax or charge be paid in any Relevant
Jurisdiction on or in relation to any of the Underlying Documents or the
Security Documents and each of the Underlying Documents and the Security
Documents is in proper form for its enforcement in the courts of each Relevant
Jurisdiction;
  7.1.7
              Choice
      of law
  the
choice of English law to govern the Underlying Documents and the Security
Documents (other than the Mortgages and the Operating Account Pledges), the
choice of (i) the law of the relevant Flag State to govern each Mortgage and
(ii) Greek law to govern the Operating Account Pledges, and the submissions by
the Security Parties to the non-exclusive jurisdiction of the English courts or
(as the case may be) the Greek courts, are valid and binding;
  7.1.8
              No
      immunity
  neither
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
              Financial
      statements correct and complete
  the
unaudited consolidated financial statements of the Group in respect of the
financial year ended on 31 December 2007 as delivered to the Agent have been
prepared in accordance with the Applicable Accounting Principles which have been
consistently applied and present fairly and accurately the consolidated
financial position of the Group as at such date and the consolidated results of
the operations of the Group for the financial year ended on such date and, as at
such date, neither the Aegean Marine Guarantor nor any other member of the Group
had any significant liabilities (contingent or otherwise) or any unrealised or
anticipated losses which are not disclosed by, or reserved against or provided
for in, such financial statements;
  7.1.10
              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 each of the
Security Documents to which it is or is to be a party or the performance by each
Security Party of its obligations under the Security Documents or the Underlying
Documents to which it is or is to be a party has been obtained or made and is in
full force and effect and there has been no default in the observance of any of
the conditions or restrictions (if any) imposed in, or in connection with, any
of the same; and
  7.1.11
              Shareholdings
  each of
the Borrowers is a wholly-owned direct Subsidiary of the Aegean Shipholdings
Guarantor, each of the Aegean Shipholdings Guarantor and the Manager is a
wholly-owned direct Subsidiary of the Aegean Marine Guarantor and no less than
   35
  20% of
all the issued voting share capital of the Aegean Marine Guarantor is ultimately
beneficially owned by Mr Dimitrios Melisanidis and his immediate family and no
person, (other than Mr Dimitrios Melisanidis and his immediate family) has, on
the date of this Agreement, the ultimate beneficial ownership of more shares in
the Aegean Marine Guarantor than Mr Dimitrios Melisanidis and his immediate
family have.
  7.2
              Initial
      representations and warranties
  The
Borrowers jointly and severally further represent and warrant to each Creditor
that:
  7.2.1
              Pari
      passu
  the
obligations of each Borrower under this 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 except for obligations which are mandatorily preferred by operation of
law and not by contract;
  7.2.2
              No
      default under other Indebtedness
  (a)
              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 any agreement relating to Indebtedness to
      which it is a party or by which it may be bound;
  and
  (b)
              neither
      of the Builders nor any Refund Guarantor is (nor would with the giving of
      notice or lapse of time or the satisfaction of any other condition or
      combination thereof be) in breach of or in default under any agreement
      relating to Borrowed Money to which it is a party or by which it may be
      bound;
  7.2.3
              Information
  the
information, exhibits and reports furnished by or on behalf of any Security
Party to the Creditors or any of them 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 to which
such Security Party is or is to be a party 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;
  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
the relevant Supervision Agreement or any of its obligations upon the
performance or observance of which depends the continued liability of any Refund
Guarantor in accordance with the terms of any Refund Guarantee relating to such
Borrower's Ship;
   36
  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 relevant Contract, the relevant
Supervision Agreement 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, on the Drawdown Date of the Delivery Advance relevant to such Ship,
be:
  (a)
              in
      the absolute ownership of the relevant Borrower who will, on and after
      such Drawdown Date, be the sole, legal and beneficial owner of such
      Ship;
  (b)
              registered
      through the offices of 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, on or before the Drawdown Date of the Delivery Advance
relevant to such Ship, be subject to any charter or contract or to any agreement
to enter into any charter or contract which, if entered into after the date of
the relevant Ship Security Documents would have required the consent of the
Agent or, as the context may require, the Security Agent and, on or before the
Drawdown Date of the Delivery Advance relevant to such Ship, there will not be
any agreement or arrangement whereby the Earnings of such Ship may be shared
with any other person;
  7.2.10
              Freedom
      from Encumbrances
  no
Ship, nor its Earnings, Insurances or Requisition Compensation nor the Operating
Accounts nor any other properties or rights which are, or are to be, the subject
of any of the Security Documents nor any part thereof will be, on the Drawdown
Date of the Delivery Advance relevant to such Ship, subject to any Encumbrance
(other than any 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 Agent:
  (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 other Relevant Party or any
      such Environmental Affiliate is not in compliance with any Environmental
      Law or any Environmental Approval;
   37
  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 Agent, 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 Agent, 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 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 or the business of
any Security Party or any other member of the Group, from that described by or
on behalf of the Borrowers to the Creditors or any of them in the negotiation of
this Agreement;
  7.2.15
              Copies
      true and complete
  the
copies or originals of the Underlying Documents delivered or to be delivered to
the Agent pursuant to clause 9.1 are, or will
when delivered be, true and complete copies or, as the case may be, originals of
such documents; and such documents constitute valid and binding obligations of
the parties thereto enforceable in accordance with their respective terms and
there have been no amendments or variations thereof or defaults
thereunder;
  7.2.16
              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; and
  7.2.17
              Borrowers'
      own account
  in
relation to the borrowing by each Borrower of the Loan, the performance and
discharge of its obligations and liabilities under the Security Documents and
the transactions and other arrangements effected or contemplated by this
Agreement, each Borrower is acting for its own account and that the foregoing
will not involve or lead to a contravention of any law, official requirement or
other regulatory measure or procedure which has been implemented by any relevant
regulatory authority or otherwise to combat "money laundering" (as defined
in Article 1 of the Directive (91/308/EEC) of the Council of the European
Communities (as amended)).
  7.3
              Repetition
      of representations and warranties
  On and
as of 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 each of the Creditors that the
      then latest audited financial statements delivered to the Agent by the
      Borrowers (if any) have been prepared in accordance with the Applicable
      Accounting   38
  Principles
      which have been consistently applied and present fairly and accurately the
      consolidated financial position of the Group and the financial position of
      the Borrowers, respectively, as at the end of the financial period to
      which the same relate and the consolidated results of the operations of
      the Group and the results of the operations of the Borrowers,
      respectively, for the financial period to which the same relate and, as at
      the end of such financial period, no member of the Group had any
      significant liabilities (contingent or otherwise) or any unrealised or
      anticipated losses which are not disclosed by, or reserved against or
      provided for in, such financial
statements.
  8
              Undertakings
  8.1
              General
  The
Borrowers jointly and severally undertake with each Creditor 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 Total Commitment remains outstanding,
each Borrower will:
  8.1.1
              Notice
      of Default
  (a)
              promptly
      inform the Agent 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 to which it is or is to be a party and, without limiting the
      generality of the foregoing, will inform the Agent of any Default
      forthwith upon becoming aware thereof and will from time to time, if so
      requested by the Agent, confirm to the Agent in writing that, save as
      otherwise stated in such confirmation, no Default has occurred and is
      continuing; and
  (b)
              promptly
      inform the Agent 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 the Supervision Agreement or any Refund Guarantee
      relating to such Borrower's Ship or which might reduce or release any of
      the obligations of the Builders or either of them under such Contract or
      of Iota under such Supervision Agreement 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 for the benefit of the Borrowers and
exclusively for the purposes specified in clauses 1.1 and 2.5;
  8.1.4
              Pari
      passu
  ensure
that its obligations under this Agreement shall, without prejudice to the
provisions of clause 8.3, at all times rank at least pari passu with all its
other present and future unsecured and unsubordinated Indebtedness with the
exception of any obligations which are mandatorily preferred by law and not by
contract;
  8.1.5
              Financial
      statements
  prepare
or cause to be prepared:
   39
  (a)
              consolidated
      financial statements of the Group in accordance with the Applicable
      Accounting Principles consistently applied in respect of each financial
      year (starting with the financial year ended on 31 December 2007) and
      cause the same to be reported on by their
  auditors;
  (b)
              consolidated
      unaudited financial statements of the Group in accordance with the
      Applicable Accounting Principles consistently applied in respect of each
      financial quarter (starting with the financial quarter ending 31 March
      2008); and
  (c)
              unaudited
      financial statements of the Borrowers in accordance with the Applicable
      Accounting Principles consistently applied in respect of each financial
      year,
  and, in
each case, deliver as many copies of the same as the Agent may reasonably
require as soon as practicable but not later than ninety (90) days (in the case
of the audited financial statements) or forty five (45) days (in the case of the
unaudited financial statements) after the end of the financial period to which
they relate;
  8.1.6
              Delivery
      of reports
  deliver
to the Agent sufficient copies for all the Banks of every report, circular,
notice or like document issued by any Relevant Party to its shareholders or
creditors generally;
  8.1.7
              Provision
      of further information
  provide
the Agent, and procure that the Corporate Guarantors and the Manager shall
provide the Agent, with such financial or other information concerning any
Borrower, the other Security Parties and any other member of the Group and their
respective affairs (including, without limitation, their activities, financial
standing, Indebtedness, operations and the performance of the Ships) as the
Agent, any Bank or the Swap Provider (each acting through the Agent) may from
time to time require;
  8.1.8
              Obligations
      under Security Documents
  and
will procure that each of the other Security Parties will, duly and punctually
perform each of the obligations expressed to be assumed by it under the Security
Documents and the Underlying Documents to which it is a party;
  8.1.9
              Compliance
      with Code
  and
will procure that any Operator will, comply with and ensure that the Ships and
any Operator 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 Agent if there is
any threatened or actual withdrawal of such Operator's DOC or the SMC in respect
of any of the Ships;
  8.1.11
              Issuance
      of DOC and SMC
  and
will procure that any Operator will, promptly inform the Agent upon the issue to
any of the Borrowers or any Operator of a DOC and to any of the Ships 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:
   40
  (a)
              from
      the Drawdown Date of the Delivery Advance relevant to a Ship and at all
      times thereafter, maintain a valid and current ISSC in respect of that
      Ship;
  (b)
              immediately
      notify the Agent in writing of any actual or threatened withdrawal,
      suspension, cancellation or modification of the ISSC in respect of a Ship;
      and
  (c)
              procure
      that, from the Drawdown Date of the Delivery Advance relevant to a Ship
      and at all times thereafter, that Ship complies with the ISPS Code;
      and
  8.1.13
              Charters
  provided
it has first obtained the consent of the Security Agent or any other Creditors
in accordance with the relevant Ship Security Documents and/or clause 8.5, (a)
deliver to the Agent, a certified copy of each time charter or other contract of
employment (excluding any time-charters entered into with any other member of
the Group) of its Ship with a tenor (including any options to extend) exceeding
twelve (12) months, forthwith after its execution, (b) forthwith on the Agent's
request execute (i) a specific assignment of any such time charter or other
contract of employment in favour of the Security Agent in a form acceptable to
the Agent in its sole discretion and (ii) any notice of assignment required in
connection therewith in a form acceptable to the Agent in its sole discretion,
and promptly procure the acknowledgement of any such notice of assignment by the
relevant charterer in a form acceptable to the Agent in its sole discretion, and
(c) pay all legal and other costs incurred by any Creditor in connection with
any such specific assignments, forthwith following the Agent's
demand.
  8.2
              Security
      value maintenance
  8.2.1
              Security
      shortfall
  If, at
any time after the earlier of (i) the Drawdown Date of the fourth Delivery
Advance to be drawn down and (ii) the Termination Date, the Security Value shall
be less than the Security Requirement, the Agent (acting on the instructions of
the Majority Banks) shall give notice to the Borrowers requiring that such
deficiency be remedied and then the Borrowers shall either:
  (a)
              prepay
      within a period of thirty (30) days of the date of receipt by the
      Borrowers of the Agent's said notice such sum in Dollars as will result in
      the Security Requirement after such prepayment (taking into account any
      other repayment of the Loan made between the date of the notice and the
      date of such prepayment) being equal to the Security Value;
    or
  (b)
              within
      thirty (30) days of the date of receipt by the Borrowers of the Agent's
      said notice constitute to the satisfaction of the Agent such further
      security for the Loan and any amounts owing under the Master Swap
      Agreement as shall be acceptable to the Banks having a value for security
      purposes (as determined by the Agent in its absolute discretion) at the
      date upon which such further security shall be constituted which, when
      added to the Security Value, shall not be less than the Security
      Requirement as at such date.
  The
provisions of clauses 4.4 and 4.5 shall apply to prepayments under clause 8.2.1(a).
  8.2.2
              Valuation
      of Mortgaged Ships
  Each
Mortgaged Ship shall, for the purposes of this Agreement, be valued in Dollars
as and when the Agent (acting on the instructions of the Majority Banks) shall
require (and at least once every calendar year) by two (2) Approved Brokers
selected by the Borrowers or, failing such selection by the Borrowers, appointed
by the Agent in its discretion.  Each such valuation shall be made
without, unless required by the Agent, physical inspection, and on the basis of
a sale for prompt delivery for cash at arm's length, on normal commercial terms,
as between a willing buyer and a willing seller, without taking into account the
benefit of any charterparty or other engagement concerning the relevant
Mortgaged Ship.  The arithmetic mean of such two (2) valuations shall
constitute the value of such Mortgaged Ship for the purposes of this
clause 8.2.
   41
  The
value of each Mortgaged Ship determined in accordance with the provisions of
this clause 8.2.2 shall be binding upon the parties hereto until such time
as any further such valuation shall be obtained.
  8.2.3
              Information
  The
Borrowers jointly and severally undertake with the Creditors to supply to the
Agent and to any Approved Brokers such information concerning the relevant
Mortgaged Ship and its condition as Approved Brokers may require for the purpose
of making any such valuation.
  8.2.4
              Costs
  All
costs in connection with the Agent obtaining any valuation of each of the
Mortgaged Ships referred to in clause 8.2.2, any valuation referred to in
schedule 3, Part 4, 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 Creditors or any of
them shall be determined by the Agent in its absolute discretion without any
necessity for the Agent assigning any reason therefor.
  8.2.6
              Documents
      and evidence
  In
connection with any additional security provided in accordance with this
clause 8.2, the Agent shall be entitled to
receive such evidence and documents of the kind referred to in schedule 3
as may in the Agent's opinion be appropriate and such favourable legal opinions
as the Agent shall in its absolute discretion require.
  8.3
              Negative
      undertakings
  The
Borrowers jointly and severally undertake with each Creditor 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 Total Commitment remains outstanding,
they will not, without the prior written consent of the Agent (acting on the
instructions of the Majority Banks):
  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 to secure or prefer any present or
future Indebtedness or other liability or obligation of any Relevant Party or
any other person;
  8.3.2
              No
      merger
  merge
or consolidate with any other person or enter into any demerger, amalgamation or
corporate reconstruction or redomiciliation of any type ;
  8.3.3
              Disposals
  sell,
transfer, abandon, lend or otherwise dispose of or cease to exercise direct
control over any part of their 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;
   42
  8.3.4
              Other
      business
  undertake
any business other than the ownership and operation of the Ships and will
procure that neither Corporate Guarantor will, without the prior written consent
of the Agent (acting on the instructions of the Majority Banks), undertake any
business other than that conducted by it at the date of this
Agreement;
  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 Borrowers in the ordinary course of their
businesses 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 Borrowed Money except for Borrowed Money pursuant to the Security
Documents;
  8.3.8
              Repayment
      of borrowings
  repay
or prepay the principal of, or pay interest on or any other sum in connection
with any of their Borrowed Money except for Borrowed Money 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 (a)
pursuant to the Security Documents and (b) 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 such Ship from any arrest, detention, attachment or levy
or guarantees or undertakings required for the salvage of such
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 any Borrower to any person (other than the Creditors
pursuant to the Security Documents) 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 such Ship from any
arrest, detention, attachment or levy or guarantees or undertakings required for
the salvage of such Ship);
  8.3.12
              Share
      capital and distribution
  purchase
or otherwise acquire for value any shares of their capital or distribute any of
their present or future assets, undertakings, rights or revenues to any of their
shareholders or declare or pay any dividends if a Default shall have occurred at
the time of declaration or payment of such dividends or would occur as a result
thereof;
   43
  8.3.13
              Subsidiaries
  form or
acquire any Subsidiaries;
  8.3.14
              Shareholdings
  (a)
              change,
      cause or permit any change in, the legal and/or ultimate beneficial
      ownership of any of the shares in any of the Borrowers, the Aegean
      Shipholdings Guarantor or the Manager from that specified in clause
      7.1.11; or
  (b)
              change,
      cause or permit any change in, the ultimate beneficial ownership of any
      shares in the Aegean Marine Guarantor which would result
    in:
  (i)
              Mr
      Dimitrios Melisanidis and his immediate family being the ultimate
      beneficial owners of less than twenty per cent (20%) of the total voting
      share capital of the Aegean Marine Guarantor at any time;
    or
  (ii)
              any
      person (other than Mr Dimitrios Melisanidis and his immediate family)
      having the ultimate beneficial ownership of more shares in the Aegean
      Marine Guarantor than Mr Dimitrios Melisanidis and his immediate family
      have at any time; or
  8.3.15
              Hedging
      arrangements
  enter
into any interest rate, currency or other swaps, forward exchange contracts,
futures or other derivative transactions with any person other than with the
Swap Provider pursuant to the Master Swap Agreement and other than on terms and
conditions agreed between the Swap Provider and the Borrowers.
  8.4
              Pre-delivery
      positive undertakings
  The
Borrowers hereby jointly and severally undertake and agree with each Creditor
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 Security
Agent or any other Creditor, procure that the relevant Borrower shall execute,
forthwith upon request by the Agent, such form of conveyance of such Ship as the
Agent may require;
  8.4.2
              Flag
      State
  not
later than thirty (30) days prior to the Delivery Date of a Ship, obtain the
Agent's written approval of the Flag State for such Ship; and
  8.4.3
              Mortgage
  immediately
upon Delivery of a Ship, procure that the relevant Borrower shall execute, and
procure the registration of, the Mortgage for such Ship under the laws and flag
of the relevant Flag State.
  8.5
              Pre-delivery
      negative undertaking
  The
Borrowers hereby jointly and severally further undertake and agree with each
Creditor that they will not, without the prior written consent of the Agent
acting on the instructions of the Majority Banks (which consent the Agent and
the Banks shall have full liberty to withhold) and then, if such consent is
given, only subject to such conditions as the Agent (acting on the instructions
of the Majority Banks) may impose, let or agree to let any Ship:
   44
  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
  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
              Commitments
  The
obligation of each Bank to make its Commitment available shall be subject to the
condition that the Agent 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 3, in form and
substance satisfactory to the Agent.
  9.1.2
              First
      Contract Instalment Advances
  The
obligation of the Banks to make available the first Contract Instalment Advance
in respect of any Ship shall be subject to the condition that the Agent or its
duly authorised representative shall have received, on or prior to the drawdown
of the first Contract Instalment Advance for such Ship, the documents and
evidence specified in Part 2 of schedule 3 in respect of such Ship, in form
and substance satisfactory to the Agent.
  9.1.3
              Second,
      third and fourth Contract Instalment
Advances
  The
obligation of the Banks to make available any of the second, the third or the
fourth Contract Instalment Advance in respect of any Ship shall be subject to
the condition that the Agent or its duly authorised representative shall have
received, on or prior to the drawdown of the relevant Contract Instalment
Advance for such Ship, the documents and evidence specified in Part 3 of
schedule 3 in respect of such Ship and such Advance, in form and substance
satisfactory to the Agent.
  9.1.4
              Delivery
      Advances
  The
obligation of the Banks to make available the Delivery Advance in respect of any
Ship shall be subject to the condition that the Agent or its duly authorised
representative shall have received, on or prior to the drawdown of the Delivery
Advance for such Ship, the documents and evidence specified in Part 4 of
schedule 3 in respect of such Ship, in form and substance satisfactory to the
Agent.
  9.2
              General
      conditions precedent
  The
obligation of the Banks to make any Advance available shall be subject to the
further conditions that, at the time of the giving of the Drawdown Notice for
such Advance, and at the time of the making of such Advance:
  9.2.1
              the
      representations and warranties contained in (a) clauses 7.1, 7.2 and 7.3(b)
      of this Agreement and (b) clause 4 of each Corporate Guarantee, are true
      and correct on and as of each such time as if each was made with respect
      to the facts and circumstances existing at such time;
  and
  9.2.2
              no
      Default shall have occurred and be continuing or would result from the
      making of the relevant Advance.
   45
  9.3
              Waiver
      of conditions precedent
  The
conditions specified in this clause 9 are inserted solely for the benefit
of the Banks and may be waived by the Agent (acting on the instructions of the
Majority Banks) 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 Agent (acting on
the instructions of the Majority Banks) may request and the Borrowers shall, not
later than two (2) Banking Days prior to such date, deliver to the Agent on such
request further relevant certificates and/or favourable opinions as to any or
all of the matters which are the subject of clauses 7, 8, 9 and 10.
  10
              Events
      of Default
  10.1
              Events
  There
shall be an Event of Default if:
  10.1.1
              Non-payment: any
      Security Party fails to pay any sum payable by it under any of the
      Security Documents at the time, in the currency and in the manner
      stipulated in the Security Documents 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:
      (a) an Event of Default or Potential Event of Default (in each case as
      defined in the Master Swap Agreement) has occurred and is continuing with
      a Borrower as the Defaulting Party (as defined in the Master Swap
      Agreement) under the Master Swap Agreement or (b) an Early Termination
      Date has occurred or has been or become capable of being effectively
      designated under the Master Swap Agreement by the Swap Provider or (c) 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, as the context may
      require, the Manager or any other person fails to obtain and/or maintain
      the Insurances for any of the Mortgaged Ships or if any insurer in respect
      of such Insurances cancels the Insurances or disclaims liability by
      reason, in either case, of mis-statement in any proposal for the
      Insurances or for any other failure or default on the part of any of the
      Borrowers or any other person or any of the Borrowers commits any breach
      of or omits to observe any of the obligations or undertakings expressed to
      be assumed by them under clauses 8.2 or
      8.3 or 8.4 or 8.5 or any of the Corporate
      Guarantors commits any breach of or omits to observe any of the
      obligations or undertakings expressed to be assumed by it under clauses
      5.2 or 5.3 of the relevant Corporate Guarantee;
  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 (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
      Agent (following consultation with the Banks) is capable of remedy, such
      action as the Agent (acting on the instructions of the Majority Banks) may
      require shall not have been taken within fourteen (14) days of the Agent
      notifying the relevant Security Party of such default and of such required
      action; or
  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 is or proves to have been
      incorrect or misleading in any material respect;
  or
   46
  10.1.6
              Cross-default: any
      Indebtedness of any Security Party or any other Restricted Company is not
      paid when due or any Indebtedness of any Security Party or any other
      Restricted Company 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 Security
      Party or any other Restricted Company of a voluntary right of prepayment),
      or any creditor of any Security Party or any other Restricted Company
      becomes entitled to declare any such Indebtedness due and payable or any
      facility or commitment available to any Security Party or any other
      Restricted Company relating to Indebtedness is withdrawn, suspended or
      cancelled by reason of any default (however described) of the person
      concerned unless the relevant Security Party or other Restricted Company
      shall have satisfied the Agent that such withdrawal, suspension or
      cancellation will not affect or prejudice in any way the relevant Security
      Party's or other Restricted Company's ability to pay its debts as they
      fall due and fund its commitments, or any guarantee given by any Security
      Party or other Restricted Company 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 Security Party or other Restricted
      Company 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 Security Party or
      other Restricted Company and is not discharged within seven (7) days;
      or
  10.1.8
              Insolvency: any Security
      Party or other Restricted Company 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 Security Party or other
      Restricted Company for the purpose of passing any resolution to purchase,
      reduce or redeem any of its share capital;
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 Security Party or other Restricted
      Company or an order is made or resolution passed for the winding up of any
      Security Party or other Restricted Company 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 other step is taken for the purpose
      of the appointment of an administrator of any Security Party or other
      Restricted Company or the Agent believes that any such petition or other
      step is imminent or an administration order is made in relation to any
      Security Party or other Restricted Company;
or
  10.1.12
              Appointment of receivers and
      managers: any administrative or other receiver is appointed of any
      Security Party or other Restricted Company 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 Security Party or other
      Restricted Company; or
  10.1.13
              Compositions: any
      corporate action, legal proceedings or other procedures or steps are
      taken, or negotiations commenced, by any Security Party or other
      Restricted Company 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 Security Party or other Restricted
      Company, 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 Agent,
      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 Security Party or other Restricted Company
      otherwise becomes subject, in any such country or territory, to the
      operation of any law relating to insolvency, bankruptcy or liquidation;
      or
   47
  10.1.15
              Cessation of business:
      any Security Party or other Restricted Company or any other Restricted
      Company 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 Security Party or other Restricted
      Company 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 and the Underlying 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 and the Underlying Documents shall at any time and for
      any reason be contested by any Security Party or other Restricted Company
      which is a party thereto, or if any such Security Party or Restricted
      Company 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 a Creditor 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 opinion of the Agent (following consultation with the
      Banks), a material adverse change in the financial position or business of
      any Security Party or any other member of the Group by reference to the
      financial position or (as the case may be) business of such Security Party
      or other member of the Group, as described by or on behalf of any Borrower
      or any other Security Party to the Creditors or any of them 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
      the relevant Borrower shall fail to procure the release of such Ship
      within a period of seven (7) 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
      Majority Banks or the registration of such Ship is not renewed at least
      forty-five (45) days prior to the expiry of such registration;
      or
  10.1.24
              Unrest: the Flag State
      of any Ship becomes involved in hostilities or civil war or there is a
      seizure of power in the Flag State of any Ship by unconstitutional means;
      or
  10.1.25
              Environment: any
      Borrower and/or any other Relevant Party and/or any of their respective
      Environmental Affiliates fails to comply with any Environmental Law or any
      Environmental Approval or any of the Ships or any other Relevant Ship is
      involved in any incident which gives rise or may give rise to an
      Environmental Claim; 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
   48
  10.1.27
              Shareholdings:
  (a)
              there
      is any change in the legal and/or ultimate beneficial ownership of any of
      the shares of any of the Borrowers, the Aegean Shipholdings Guarantor or
      the Manager from that existing on the date of this Agreement as specified
      in clause 7.1.11; or
  (b)
              there
      is any change in the ultimate beneficial ownership of any shares in the
      Aegean Marine Guarantor which would result
in:
  (i)
              Mr
      Dimitrios Melisanidis and his immediate family being the ultimate
      beneficial owners of less than twenty per cent (20%) of the total voting
      share capital of the Aegean Marine Guarantor at any time;
    or
  (ii)
              any
      person (other than Mr Dimitrios Melisanidis and his immediate family)
      having the ultimate beneficial ownership of more shares in the Aegean
      Marine Guarantor than Mr Dimitrios Melisanidis and his immediate family
      have at any time; or
  10.1.28
              Termination or variation of, or
      dispute under, Contracts or Supervision Agreements:  any
      Contract or Supervision Agreement is terminated or rescinded for any
      reason whatsoever; or any Contract or Supervision Agreement is frustrated;
      or any Contract or Supervision Agreement is varied in any manner not
      permitted by or pursuant to the relevant Pre-delivery Security Assignment
      or this Agreement; or there is any material dispute or litigation or any
      other material proceedings between the relevant parties under or in
      respect of any Contract or Supervision Agreement;
  or
  10.1.29
              Termination of Refund
      Guarantees:  any Refund Guarantee is repudiated,
      cancelled, rescinded or otherwise terminated or expires (other than by the
      return of such Refund Guarantee by the relevant Borrower to the Builders
      or either of them and/or any Refund Guarantor following the delivery of
      the relevant Ship under the relevant Contract);
  or
  10.1.30
              Non-Delivery of Ship or
      non-drawing of Delivery Advance:  any Ship is not
      delivered to, and accepted by, the relevant Borrower under the relevant
      Contract or the Delivery Advance for such Ship is not drawn down, in
      either case, on or before the Termination Date;
  or
  10.1.31
              Payments under Refund
      Guarantees:  any claim made under any Refund Guarantee is
      not paid within twenty (20) Banking Days of it being made and whether or
      not such claim has been referred to arbitration pursuant to the relevant
      Refund Guarantee Provided however that, if there is a related claim made
      under the relevant Contract which has been referred to arbitration
      thereunder, it shall not be an Event of Default unless the relevant claim
      under the relevant Refund Guarantee has not been paid within one hundred
      and eighty (180) days of it being made;
or
  10.1.32
              Operating Accounts:
      moneys are withdrawn from any of the Operating Accounts other than in
      accordance with clause 14;
      or
  10.1.33
              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
              Listing: the shares of
      the Aegean Marine Guarantor are de-listed or suspended from, or cease to
      trade (whether temporarily or permanently) on, the New York Stock
      Exchange; or
   49
  10.1.35
              Margin adjustment: the
      Borrowers, the Agent and the Banks fail to agree, by the date falling five
      (5) Banking Days prior to the Margin Adjustment Date, to an increased
      Margin following a relevant request made by the Agent pursuant to the
      provisions of clause 3.1.2; or
  10.1.36
              Material events: any
      other event occurs or circumstance arises which, in the reasonable opinion
      of the Agent (following consultation with the Banks), 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 any of the Underlying
      Documents or (ii) the security created by any of the Security
      Documents.
  10.2
              Acceleration
  The
Agent may, and if so requested by the Majority Banks shall, without prejudice to
any other rights of the Banks, at any time after the occurrence of an Event of
Default by notice to the Borrowers declare that:
  10.2.1
              the
      obligation of each Bank to make available its Commitment shall be
      terminated, whereupon the Total 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.
  10.3
              Demand
      basis
  If,
pursuant to clause 10.2.2, the Agent declares
the Loan to be due and payable on demand, the Agent may (and if so instructed by
the Majority Banks shall) 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
accrued and all other sums payable under this Agreement or (b) withdraw such
declaration with effect from the date specified in such notice.
  10.4
              Position
      of Swap Provider
  Neither
the Agent nor the Security Agent shall be obliged, in connection with any action
taken or proposed to be taken under or pursuant to the foregoing provisions of
this clause 10, to have any regard to the requirements of the Swap
Provider.
  11
              Indemnities
  11.1
              Miscellaneous
      indemnities
  The
Borrowers shall on demand indemnify each Creditor, without prejudice to any of
such Creditor's other rights under any of the Security Documents, against any
loss (including loss of Margin) or expense which such Creditor shall certify as
sustained or incurred by it as a consequence of:
  11.1.1
              any
      default in payment of any sum under any of the Security Documents when
      due;
  11.1.2
              the
      occurrence of any other Event of
Default;
  11.1.3
              any
      prepayment or reduction of a Tranche or part thereof being made under
      clauses 4.3, 8.2.1(a) 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 Agent
      or any Bank) after the Drawdown Notice for such Advance has been
      given,
   50
  including,
in any such case, but not limited to, any loss or expense sustained or incurred
by the relevant Creditor in maintaining or funding its Contribution or, as the
case may be, its Commitment (or any part thereof) or in liquidating or
re-employing deposits from third parties acquired to effect or maintain its
Contribution or, as the case may be, its Commitment (or any part thereof) or any
other amount owing to such Creditor.
  11.2
              Currency
      indemnity
  If any
sum due from any of 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 each Creditor 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 relevant Creditor 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 each Creditor on demand and hold it harmless from and
against all costs, expenses, payments, charges, losses, demands, liabilities,
actions, proceedings (whether civil or criminal), penalties, fines, damages,
judgements, orders, sanctions or other outgoings of whatever nature which may be
suffered, incurred or paid by, or made or asserted against such Creditor at any
time, whether before or after the repayment in full of principal and interest
under this Agreement, relating to, or arising directly or indirectly in any
manner or for any cause or reason whatsoever out of an Environmental Claim made
or asserted against such Creditor if such Environmental Claim would not have
been, or been capable of being, made or asserted against such Creditor if it had
not entered into any of the Security Documents and/or exercised any of its
rights, powers and discretions thereby conferred and/or performed any of its
obligations thereunder and/or been involved in any of the transactions
contemplated by the Security Documents.
  11.4
              Central
      Bank or European Central Bank reserve requirements
    indemnity
  The
Borrowers shall on demand promptly indemnify each Bank against any cost incurred
or loss suffered by such Bank as a result of its complying with the minimum
reserve requirements of the European Central Bank and/or with respect to
maintaining required reserves with the relevant national Central Bank to the
extent that such compliance relates to such Bank's Commitment and/or
Contribution or deposits obtained by it to fund the whole or part of its
Contribution and to the extent such cost or loss is not recoverable by such Bank
under clause 12.2.
  12
              Unlawfulness
      and increased costs
  12.1
              Unlawfulness
  If it
is or becomes contrary to any law or regulation for any Bank to contribute to an
Advance or to maintain its Commitment or fund the Loan, such Bank shall
promptly, through the Agent, give notice to the Borrowers whereupon (a) such
Bank's Commitment shall be reduced to zero and (b) the Borrowers shall be
obliged to prepay such Bank's Contribution either (i) forthwith or (ii) on a
future specified date not being earlier than the latest date permitted by the
relevant law or regulation together with interest accrued to the date of
prepayment and all other sums payable by the Borrowers under this Agreement
and/or the Master Swap Agreement or either of them.
   51
  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 a
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
      any Bank to Taxes or change the basis of Taxation of any 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 such 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, any Bank or its holding
      company in making or keeping such Bank's Commitment available or
      maintaining or funding all or part of such Bank's Contribution;
      and/or
  12.2.3
              reduce
      the amount payable or the effective return to any Bank under any of the
      Security Documents; and/or
  12.2.4
              reduce
      any 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 such Bank's obligations under any of the Security
      Documents; and/or
  12.2.5
              require
      any Bank or its holding company to make a payment or forgo a return on or
      calculated by reference to any amount received or receivable by such Bank
      under any of the Security Documents;
and/or
  12.2.6
              require
      any 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 its Commitment or the Loan from its capital for regulatory
      purposes,
  then
and in each such case (subject to clause 12.3):
  (a)
              such
      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 made at any time whether or not such Bank's
      Contribution has been repaid, pay to the Agent for the account of such
      Bank the amount which such Bank specifies (in a certificate setting forth
      the basis of the computation of such amount but not including any matters
      which such Bank or its holding company regards as confidential) is
      required to compensate such Bank and/or (as the case may be) its holding
      company for such liability to Taxes, cost, reduction, payment , forgone
      return or loss.
  For the
purposes of this clause 12.2 "holding company" means the
company or entity (if any) within the consolidated supervision of which a Bank
is included.
  12.3
              Exception
  Nothing
in clause 12.2 shall entitle any Bank to
receive any amount in respect of compensation for any such liability to Taxes,
increased or additional cost, reduction, payment, foregone return or loss to the
extent that the same is the subject of an additional payment under
clause 6.6.
   52
  13
              Security,
      set-off and pro-rata payments
  13.1
              Application
      of moneys
  All
moneys received by the Agent and/or the Security Agent under or pursuant to any
of the Security Documents and expressed to be applicable in accordance with the
provisions of this clause 13.1, shall be
applied in the following manner:
  13.1.1
              first,
      in or towards payment of all unpaid costs and expenses which may be owing
      to the Agent and/or the Security Agent or either of them under any of the
      Security Documents;
  13.1.2
              secondly,
      in or towards payment of any unpaid fees and commitment commission payable
      to the Creditors or any of them;
  13.1.3
              thirdly,
      in or towards payment of any arrears of interest owing in respect of the
      Loan or any part thereof;
  13.1.4
              fourthly,
      in or towards repayment of the Loan (whether the same is due and payable
      or not);
  13.1.5
              fifthly,
      in or towards payment to any 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;
  13.1.6
              sixthly,
      in or towards payment to the Swap Provider of any sums owing to it under
      the Master Swap Agreement;
  13.1.7
              seventhly,
      in or towards payment to any Creditor of any other sums owing to it under
      any of the Security Documents; and
  13.1.8
              eighthly,
      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 each Creditor (without prejudice to any of such
      Creditor'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 such Creditor in or towards
      satisfaction of any sum due and payable from the Borrowers or any of them
      to such Creditor under any of the Security Documents.  For this
      purpose, each Creditor 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
              No
      Creditor shall be obliged to exercise any right given to it by this
      clause 13.2.  Each Creditor shall notify the Borrowers
      through the Agent forthwith upon the exercise or purported exercise of any
      right of set-off giving full details in relation thereto and the Agent
      shall inform the other Creditors.
  13.2.3
              Nothing
      in this clause 13.2 shall be effective to create a charge or other
      security interest.
  13.3
              Pro
      rata payments
  13.3.1
              If
      at any time any Bank (the "Recovering Bank")
      receives or recovers any amount owing to it by the Borrowers under this
      Agreement by direct payment, set-off or in any manner other than by
      payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a
      payment received from a Transferee Bank or a sub-participant in such
      Bank's Contribution or any other payment of an amount due to the
      Recovering Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 12.1, or 12.2), the
      Recovering Bank shall, within two (2) Banking Days of such receipt or
      recovery (a "Relevant
      Receipt") notify the Agent of the amount of the Relevant Receipt.
      If the Relevant Receipt exceeds the amount which the Recovering Bank would
      have received if the Relevant Receipt had been received by the Agent and
      distributed pursuant to clause 6.1 or 6.9 (as the case may be)
      then:
   53
  (a)
              within
      two (2) Banking Days of demand by the Agent, the Recovering Bank shall pay
      to the Agent an amount equal (or equivalent) to the
  excess;
  (b)
              the
      Agent shall treat the excess amount so paid by the Recovering Bank as if
      it were a payment made by the Borrowers and shall distribute the same to
      the Banks (other than the Recovering Bank) in accordance with
      clause 6.9; and
  (c)
              as
      between the Borrowers and the Recovering Bank the excess amount so
      re-distributed shall be treated as not having been paid but the
      obligations of the Borrowers to the other Banks shall, to the extent of
      the amount so re-distributed to them, be treated as
      discharged.
  13.3.2
              If
      any part of the Relevant Receipt subsequently has to be wholly or partly
      refunded by the Recovering Bank (whether to a liquidator or otherwise)
      each Bank to which any part of such Relevant Receipt was so re-distributed
      shall on request from the Recovering Bank repay to the Recovering Bank
      such Bank's pro-rata share of the amount which has to be refunded by the
      Recovering Bank.
  13.3.3
              Each
      Bank shall on request supply to the Agent such information as the Agent
      may from time to time request for the purposes of this
      clause 13.3.
  13.3.4
              Notwithstanding
      the foregoing provisions of this clause 13.3, no Recovering Bank
      shall be obliged to share any Relevant Receipt which it receives or
      recovers pursuant to legal proceedings taken by it to recover any sums
      owing to it under this Agreement with any other party which has a legal
      right to, but does not, either join in such proceedings or commence and
      diligently pursue separate proceedings to enforce its rights in the same
      or another court (unless the proceedings instituted by the Recovering Bank
      are instituted by it without prior notice having been given to such party
      through the Agent).
  13.4
              No
      release
  For the
avoidance of doubt it is hereby declared that failure by any Recovering Bank to
comply with the provisions of clause 13.3 shall not release any other
Recovering Bank from any of its obligations or liabilities under
clause 13.3.
  13.5
              No
      charge
  The
provisions of this clause 13 shall not, and
shall not be construed so as to, constitute a charge by a Bank over all or any
part of a sum received or recovered by it in the circumstances mentioned in
clause 13.3.
  13.6
              Further
      assurance
  The
Borrowers jointly and severally undertake with each Creditor 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 each Bank
enforceable in accordance with their respective terms and that they will, at
their 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 Majority Banks may be necessary or desirable for perfecting the
security contemplated or constituted by the Security Documents.
  13.7
              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.
   54
  14
              Operating
      Accounts
  14.1
              General
  The
Borrowers jointly and severally undertake with each Creditor that they
will:
  14.1.1
              on
      or before the Drawdown Date of the first Advance to be drawn down, 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 Agent (acting on the
      instructions of the Majority Banks) directs to the contrary pursuant to
      the provisions of the relevant Deed of Covenant, be paid to the such
      Borrower's Operating Account, Provided however that if any of the moneys
      paid to any of the Operating Accounts are payable in a currency other than
      Dollars, the Account Bank shall (and each Borrower in respect of its own
      Operating Account hereby irrevocably instructs the Account Bank to)
      convert such moneys into Dollars at the Account 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 Agent (acting on the instructions of the Majority Banks) 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 Agent (acting on the instructions of the Majority Banks)
shall direct to the contrary, each Borrower may withdraw moneys from its
Operating Account for the following purposes:
  14.2.1
              to
      pay any amount to the Agent in or towards payments of any instalments of
      interest or principal or any other amounts then payable pursuant to the
      Security Documents;
  14.2.2
              to
      pay the proper and reasonable expenses of its
  Ship;
  14.2.3
              to
      pay the proper and reasonable expenses of administering its affairs;
      and
  14.2.4
              to
      pay dividends to the extent permitted by clause
  8.3.12.
  14.3
              Application
      of Operating Accounts
  At any
time after the occurrence of an Event of Default, the Agent may (and on the
instructions of the Majority Banks shall), without notice to the Borrowers,
instruct the Account Bank to apply all moneys then standing to the credit of the
Operating Accounts or any of them (together with interest from time to time
accruing or accrued thereon) in or towards satisfaction of any sums due to the
Creditors or any of them under the Security Documents in the manner specified in
clause 13.1.
  14.4
              Pledging
      of Operating Accounts
  The
Operating Accounts and all amounts from time to time standing to the credit
thereof shall be subject to the security constituted and the rights conferred by
the Operating Account Pledges.
  15
              Assignment,
      transfer and lending office
  15.1
              Benefit
      and burden
  This
Agreement shall be binding upon, and enure for the benefit of, the Creditors and
the Borrowers and their respective successors in title.
   55
  15.2
              No
      assignment by Borrowers
  No
Borrower may assign or transfer any of its rights or obligations under this
Agreement.
  15.3
              Transfers
      by Banks
  Any
Bank (the "Transferor
Bank") may at any time cause all or any part of its rights, benefits
and/or obligations under this Agreement and the Security Documents to be
transferred to any other bank, financial institution or special purpose vehicle
which is established by such Transferor Bank or to any other third party or any
other person whatsoever (a "Transferee Bank") by
delivering to the Agent a Transfer Certificate duly completed and duly executed
by the Transferor Bank and the Transferee Bank.  No such transfer is
binding on, or effective in relation to, the Borrowers or the Agent unless (i)
it is effected or evidenced by a Transfer Certificate which complies with the
provisions of this clause 15.3 and is signed
by or on behalf of the Transferor Bank, the Transferee Bank and the Agent (on
behalf of itself, the Borrowers and the other Creditors) and (ii) such transfer
of rights under the other Security Documents has been effected and
registered.  Upon signature of any such Transfer Certificate by the
Agent, which signature shall be effected as promptly as is practicable after
such Transfer Certificate has been delivered to the Agent, and subject to the
terms of such Transfer Certificate, such Transfer Certificate shall have effect
as set out below.
  The
following further provisions shall have effect in relation to any Transfer
Certificate:
  15.3.1
              a
      Transfer Certificate may be in respect of a Bank's rights in respect of
      all, or part of, its Commitment and shall be in respect of the same
      proportion of its Contribution;
  15.3.2
              a
      Transfer Certificate shall only be in respect of rights and obligations of
      the Transferor Bank in its capacity as a Bank and shall not transfer its
      rights and obligations as the Agent, or in any other capacity, as the case
      may be and such other rights and obligations may only be transferred in
      accordance with any applicable provisions of this
    Agreement;
  15.3.3
              a
      Transfer Certificate shall take effect in accordance with English law as
      follows:
  (a)
              to
      the extent specified in the Transfer Certificate, the Transferor Bank's
      payment rights and all its other rights (other than those referred to in
      clause 15.3.2 above) under this Agreement are assigned to the
      Transferee Bank absolutely, free of any defects in the Transferor Bank's
      title and of any rights or equities which the Borrowers had against the
      Transferor Bank;
  (b)
              the
      Transferor Bank's Commitment is discharged to the extent specified in the
      Transfer Certificate;
  (c)
              the
      Transferee Bank becomes a Bank with a Contribution and/or a Commitment of
      the amounts specified in the Transfer
  Certificate;
  (d)
              the
      Transferee Bank becomes bound by all the provisions of this Agreement and
      the Security Documents which are applicable to the Banks generally,
      including those about pro-rata sharing and the exclusion of liability on
      the part of, and the indemnification of, the Arranger, the Agent and the
      Security Agent and to the extent that the Transferee Bank becomes bound by
      those provisions, the Transferor Bank ceases to be bound by
      them;
  (e)
              an
      Advance or part of an Advance which the Transferee Bank makes after the
      Transfer Certificate comes into effect ranks in point of priority and
      security in the same way as it would have ranked had it been made by the
      Transferor Bank, assuming that any defects in the Transferor Bank's title
      and any rights or equities of any Security Party against the Transferor
      Bank had not existed; and
  (f)
              the
      Transferee Bank becomes entitled to all the rights under this Agreement
      which are applicable to the Banks generally, including but not limited to
      those relating to the Majority Banks and those under clauses 3.6, 5 and 12 and
      to the extent that the Transferee Bank becomes entitled to such rights,
      the Transferor Bank ceases to be entitled to
  them;
   56
  15.3.4
              the
      rights and equities of the Borrowers or of any other Security Party
      referred to above include, but are not limited to, any right of set-off
      and any other kind of cross-claim;
and
  15.3.5
              the
      Borrowers, the Account Bank, the Security Agent, the Arranger, the Swap
      Provider and the Banks hereby irrevocably authorise and instruct the Agent
      to sign any such Transfer Certificate on their behalf and undertake not to
      withdraw, revoke or qualify such authority or instruction at any
      time.  Promptly upon its signature of any Transfer Certificate,
      the Agent shall notify the Borrowers, the Transferor Bank and the
      Transferee Bank.
  15.4
              Reliance
      on Transfer Certificate
  15.4.1
              The
      Agent shall be entitled to rely on any Transfer Certificate believed by it
      to be genuine and correct and to have been presented or signed by the
      persons by whom it purports to have been presented or signed, and shall
      not be liable to any of the parties to this Agreement and the Security
      Documents for the consequences of such
reliance.
  15.4.2
              The
      Agent shall at all times during the continuation of this Agreement
      maintain a register in which it shall record the name, Commitments,
      Contributions and administrative details (including the lending office)
      from time to time of the Banks holding a Transfer Certificate and the date
      at which the transfer referred to in such Transfer Certificate held by
      each Bank was transferred to such Bank, and the Agent shall make the said
      register available for inspection by any Bank or any Borrower during
      normal banking hours upon receipt by the Agent of reasonable prior notice
      requesting the Agent to do so.
  15.4.3
              The
      entries on the said register shall, in the absence of manifest error, be
      conclusive in determining the identities of the Commitments, the
      Contributions and the Transfer Certificates held by the Banks from time to
      time and the principal amounts of such Transfer Certificates and may be
      relied upon by the Agent and the other Security Parties for all purposes
      in connection with this Agreement and the Security
    Documents.
  15.5
              Transfer
      fees and expenses
  If any
Bank causes the transfer of all or any part of its rights, benefits and/or
obligations under the Security Documents, the Borrowers shall pay to the Agent
on demand all costs, fees and expenses (including, but not limited to, legal
fees and expenses), and all value added tax thereon, verified by the Agent as
having been incurred by such Bank in connection with such transfer.
  15.6
              Documenting
      transfers
  If any
Bank assigns all or any part of its rights or transfers all or any part of its
rights, benefits and/or obligations as provided in clause 15.3, the Borrowers jointly and severally undertake,
immediately on being requested to do so by the Agent and at the cost of the
Transferor Bank, to enter into, and procure that the other Security Parties
shall (at the cost of the Transferor Bank) enter into, such documents as may be
necessary or desirable to transfer to the Transferee Bank all or the relevant
part of such Bank's interest in the Security Documents and all relevant
references in this Agreement to such Bank shall thereafter be construed as a
reference to the Transferor Bank and/or its Transferee Bank (as the case may be)
to the extent of their respective interests.
  15.7
              Sub-participation
  A Bank
may sub-participate all or any part of its rights and/or obligations under the
Security Documents without the consent of, or notice to, the
Borrowers.
   57
  15.8
              Lending
      office
  Each
Bank shall lend through its office at the address specified in schedule 1
or, as the case may be, in any relevant Transfer Certificate or through any
other office of such Bank selected from time to time by it through which such
Bank wishes to lend for the purposes of this Agreement.  If the office
through which a Bank is lending is changed pursuant to this clause 15.8, such Bank shall notify the Agent promptly of
such change and the Agent shall notify the Borrowers, the Security Agent, the
Account Bank, the Swap Provider and the other Banks.
  15.9
              Disclosure
      of information
  A Bank
may disclose to a prospective assignee, transferee or to any other person who
may propose entering into contractual relations with such Bank in relation to
this Agreement or, where relevant, to any rating agencies, trustees and
accountants such information about the Borrowers and/or the other Security
Parties and/or this Agreement and/or the Security Documents as such Bank shall
consider appropriate and, to that extent and in this respect, that Bank is
hereby released by the Borrowers from any duties of secrecy or confidentiality
arising by law or by contract.  Where any such rating agency, trustee
or accountant is not subject to a duty or obligation of secrecy or
confidentiality as a matter of law, the relevant Bank shall require that they
sign a confidentiality agreement with it, prior to the Bank disclosing any such
information.
  16
              Arranger,
      Agent and Security Agent
  16.1
              Appointment
      of the Agent
  Each of
the Banks and the Swap Provider irrevocably appoints the Agent as its agent for
the purposes of this Agreement and such of the Security Documents to which it
may be appropriate for the Agent to be party. By virtue of such appointment,
each of the Banks and the Swap Provider hereby authorises the
Agent:
  16.1.1
              to
      execute such documents as may be approved by the Majority Banks for
      execution by the Agent; and
  16.1.2
              (whether
      or not by or through employees or agents) to take such action on such
      Bank's or the Swap Provider's behalf and to exercise such rights,
      remedies, powers and discretions as are specifically delegated to the
      Agent by this Agreement and/or any other Security Document, together with
      such powers and discretions as are reasonably incidental
      thereto.
  16.2
              Agent's
      actions
  Any
action taken by the Agent under or in relation to this Agreement or any of the
other Security Documents whether with requisite authority or on the basis of
appropriate instructions, received from the Banks and/or the Swap Provider (or
as otherwise duly authorised) shall be binding on all the Banks and the Swap
Provider.
  16.3
              Agent's
      duties
  The Agent shall:
  16.3.1
              promptly
      notify each Bank and the Swap Provider of the contents of each notice,
      certificate or other document received by it from the Borrowers under or
      pursuant to clauses 8.1.1, 8.1.5 and 8.1.7;
  and
  16.3.2
              (subject
      to the other provisions of this clause 16) take (or instruct the
      Security Agent to take) such action or, as the case may be, refrain from
      taking (or authorise the Security Agent to refrain from taking) such
      action with respect to the exercise of any of its rights, remedies, powers
      and discretions as agent, as the Majority Banks may
  direct.
   58
  16.4
              Agent's
      rights
  The
Agent may:
  16.4.1
              in
      the exercise of any right, remedy, power or discretion in relation to any
      matter, or in any context, not expressly provided for by this Agreement or
      any of the other Security Documents, act or, as the case may be, refrain
      from acting (or authorise the Security Agent to act or refrain from
      acting) in accordance with the instructions of the Banks and/or the Swap
      Provider, and shall be fully protected in so
  doing;
  16.4.2
              unless
      and until it shall have received directions from the Majority Banks, take
      such action or, as the case may be, refrain from taking such action (or
      authorise the Security Agent to take or refrain from taking such action)
      in respect of a Default of which the Agent has actual knowledge as it
      shall deem advisable in the best interests of the Banks and the Swap
      Provider (but shall not be obliged to do
so);
  16.4.3
              refrain
      from acting (or authorise the Security Agent to refrain from acting) in
      accordance with any instructions of the Banks and/or the Swap Provider to
      institute any legal proceedings arising out of or in connection with this
      Agreement or any of the other Security Documents until it and/or the
      Security Agent has been indemnified and/or secured to its satisfaction
      against any and all costs, expenses or liabilities (including legal fees)
      which it would or might incur as a
result;
  16.4.4
              deem
      and treat (i) each Bank as the person entitled to the benefit of the
      Contribution of such Bank for all purposes of this Agreement unless and
      until a notice shall have been filed with the Agent pursuant to
      clause 15.3 and shall have become effective, and (ii) the office set
      opposite the name of each of the Banks in schedule 1 to be such
      Bank's lending office, unless and until a written notice of change of
      lending office shall have been received by the Agent and the Agent may act
      upon any such notice unless and until the same is superseded by a further
      such notice;
  16.4.5
              rely
      as to matters of fact which might reasonably be expected to be within the
      knowledge of any Security Party upon a certificate signed by any director
      or officer of the relevant Security Party on behalf of the relevant
      Security Party; and
  16.4.6
              do
      anything which is in its opinion necessary or desirable to comply with any
      law or regulation in any
jurisdiction.
  16.5
              No
      liability of Arranger or Agent
  Neither
the Arranger nor the Agent nor any of their respective employees and agents
shall:
  16.5.1
              be
      obliged to make any enquiry as to the use of any of the proceeds of the
      Loan unless (in the case of the Agent) so required in writing by a Bank,
      in which case the Agent shall promptly make the appropriate request to the
      Borrowers; or
  16.5.2
              be
      obliged to make any enquiry as to any breach or default by the Borrowers
      or any of them or any other Security Party in the performance or
      observance of any of the provisions of this Agreement or any of the other
      Security Documents or as to the existence of a Default unless (in the case
      of the Agent) the Agent has actual knowledge thereof or has been notified
      in writing thereof by a Bank or the Swap Provider, in which case the Agent
      shall promptly notify the Banks and the Swap Provider of the relevant
      event or circumstance; or
  16.5.3
              be
      obliged to enquire whether or not any representation or warranty made by
      the Borrowers or any of them or any other Security Party pursuant to this
      Agreement or any of the other Security Documents is true;
    or
  16.5.4
              be
      obliged to do anything (including, without limitation, disclosing any
      document or information) which would, or might in its opinion, be contrary
      to any law or regulation or be a breach of any duty of confidentiality or
      otherwise be actionable or render it liable to any person;
    or
   59
  16.5.5
              be
      obliged to account to any Bank or the Swap Provider for any sum or the
      profit element of any sum received by it for its own account;
      or
  16.5.6
              be
      obliged to institute any legal proceedings arising out of or in connection
      with this Agreement or any of the other Security Documents other than on
      the instructions of the Majority Banks;
or
  16.5.7
              be
      liable to any Bank or the Swap Provider for any action taken or omitted
      under or in connection with this Agreement or any of the other Security
      Documents unless caused by its gross negligence or wilful
      misconduct.
  For the
purposes of this clause 16, neither the Arranger nor the Agent shall be
treated as having actual knowledge of any matter of which the corporate finance
or any other division outside the agency or loan administration department of
the Arranger or the person for the time being acting as the Agent may become
aware in the context of corporate finance, advisory or lending activities from
time to time undertaken by the Arranger or, as the case may be, the Agent for
any Security Party or any other person which may be a trade competitor of any
Security Party or may otherwise have commercial interests similar to those of
any Security Party.
  16.6
              Non-reliance
      on Arranger or Agent
  Each
Bank and the Swap Provider acknowledges that it has not relied on any statement,
opinion, forecast or other representation made by the Arranger or the Agent to
induce it to enter into this Agreement or any of the other Security Documents
and that it has made and will continue to make, without reliance on the Arranger
or the Agent and based on such documents as it considers appropriate, its own
appraisal of the creditworthiness of the Security Parties and its own
independent investigation of the financial condition, prospects and affairs of
the Security Parties in connection with the making and continuation of such
Bank's Commitment or Contribution under this Agreement.  Neither the
Arranger nor the Agent shall have any duty or responsibility, either initially
or on a continuing basis, to provide any Bank or the Swap Provider with any
credit or other information with respect to any Security Party whether coming
into its possession before the making of the Loan or at any time or times
thereafter other than as provided in clause 16.3.1.
  16.7
              No
      responsibility on Arranger or Agent for Borrowers'
    performance
  Neither
the Arranger nor the Agent shall have any responsibility or liability to any
Bank or the Swap Provider:
  16.7.1
              on
      account of the failure of any Security Party to perform its obligations
      under any of the Security Documents;
or
  16.7.2
              for
      the financial condition of any Security Party;
  or
  16.7.3
              for
      the completeness or accuracy of any statements, representations or
      warranties in any of the Security Documents or any document delivered
      under any of the Security Documents;
or
  16.7.4
              for
      the execution, effectiveness, adequacy, genuineness, validity,
      enforceability or admissibility in evidence of any of the Security
      Documents or of any certificate, report or other document executed or
      delivered under any of the Security Documents;
  or
  16.7.5
              to
      investigate or make any enquiry into the title of the Borrowers or any
      other Security Party to the Ships or any other security or any part
      thereof; or
  16.7.6
              for
      the failure to register any of the Security Documents with any official or
      regulatory body or office or elsewhere;
or
  16.7.7
              for
      taking or omitting to take any other action under or in relation to any of
      the Security Documents or any aspect of any of the Security Documents;
      or
   60
  16.7.8
              on
      account of the failure of the Security Agent to perform or discharge any
      of its duties or obligations under the Security Documents;
    or
  16.7.9
              otherwise
      in connection with this Agreement or its negotiation or for acting (or, as
      the case may be, refraining from acting) in accordance with the
      instructions of the Banks or the Swap
Provider.
  16.8
              Reliance
      on documents and professional
advice
  Each of
the Arranger and the Agent shall be entitled to rely on any communication,
instrument or document believed by it to be genuine and correct and to have been
signed or sent by the proper person and shall be entitled to rely as to legal or
other professional matters on opinions and statements of any legal or other
professional advisers selected or approved by it (including those in the
Arranger's or, as the case may be, the Agent's employment).
  16.9
              Other
      dealings
  Each of
the Arranger and the Agent may, without any liability to account to the Banks or
the Swap Provider, accept deposits from, lend money to, and generally engage in
any kind of banking or other business with, and provide advisory or other
services to, any Security Party or any of its Related Companies or any of the
Banks or the Swap Provider as if it were not the Arranger or, as the case may
be, the Agent.
  16.10
              Rights
      of Agent as Bank; no partnership
  With
respect to its own Commitment and Contribution (if any) the Agent shall have the
same rights and powers under the Security Documents as any other Bank and may
exercise the same as though it were not performing the duties and functions
delegated to it under this Agreement and the term "Banks" shall, unless the
context clearly otherwise indicates, include the Agent in its individual
capacity as a Bank. This Agreement shall not and shall not be construed so as to
constitute a partnership between the parties or any of them.
  16.11
              Amendments
      and waivers
  16.11.1
              Subject
      to clause 16.11.2, the Agent may, with the consent of the Majority
      Banks (or if and to the extent expressly authorised by the other
      provisions of any of the Security Documents) and, if so instructed by the
      Majority Banks, shall:
  (a)
              agree
      (or authorise the Security Agent to agree) amendments or modifications to
      any of the Security Documents with the Borrowers and/or any other Security
      Party; and/or
  (b)
                vary
      or waive breaches of, or defaults under, or otherwise excuse performance
      of, any provision of any of the other Security Documents by the Borrowers
      and/or any other Security Party (or authorise the Security Agent to do
      so).  Any such action so authorised and effected by the Agent
      shall be documented in such manner as the Agent shall (with the approval
      of the Majority Banks) determine, shall be promptly notified to the Banks
      and the Swap Provider by the Agent and (without prejudice to the
      generality of clause 16.2) shall be binding on the Banks and the Swap
      Provider.
  16.11.2
              Except
      with the prior written consent of the Banks and the Swap Provider, the
      Agent shall have no authority on behalf of the Banks and the Swap Provider
      to agree (or authorise the Security Agent to agree) with the Borrowers
      and/or any other Security Party any amendment or modification to any of
      the Security Documents or to grant (or authorise the Security Agent to
      grant) waivers in respect of breaches or defaults or to vary or excuse (or
      authorise the Security Agent to vary or excuse) performance of or under
      any of the Security Documents by the Borrowers or any of them and/or any
      other Security Party, if the effect of such amendment, modification,
      waiver or excuse would be to:
   61
  (a)
              reduce
      the Margin;
  (b)
              postpone
      the due date or reduce the amount of any payment of principal,
      interest  or other amount payable by any Security Party under
      any of the Security Documents;
  (c)
              change
      the currency in which any amount is payable by any Security Party under
      any of the Security Documents;
  (d)
              increase
      any Bank's Commitment;
  (e)
              extend
      the Termination Date;
  (f)
              change
      any provision of any of the Security Documents which expressly or implied
      requires the approval or consent of all the Banks such that the relevant
      approval or consent may be given otherwise than with the sanction of all
      the Banks;
  (g)
              change
      the order of distribution under clauses 6.9 and
  13.1;
  (h)
              change
      this clause 16.11;
  (i)
              change
      the definition of "Majority Banks" in
      clause 1.2; or
  (j)
              release
      any Security Party from the security constituted by any Security Document
      (except as required by the terms thereof or by law) or change the terms
      and conditions upon which such security or guarantee may be, or is
      required to be, released.
  16.12
              Reimbursement
      and indemnity by Banks
  Each
Bank shall reimburse the Agent (rateably in accordance with such Bank's
Commitment or, if after the first drawdown, Contribution), to the extent that
the Agent is not reimbursed by the Borrowers, for the costs, charges and
expenses incurred by the Agent which are expressed to be payable by the
Borrowers under clause 5.1 including (in each case) the fees and expenses
of legal or other professional advisers. Each Bank shall on demand indemnify the
Agent (rateably in accordance with such Bank's Commitment or, if after the first
drawdown, Contribution) against all liabilities, damages, costs and claims
whatsoever incurred by the Agent in connection with any of the Security
Documents or the performance of its duties under any of the Security Documents
or any action taken or omitted by the Agent under any of the Security Documents,
unless such liabilities, damages, costs or claims arise from the Agent's own
gross negligence or wilful misconduct.
  16.13
              Retirement
      of Agent
  16.13.1
              The
      Agent may, having given to the Borrowers and each of the Banks and the
      Swap Provider not less than fifteen (15) days' notice of its intention to
      do so, retire from its appointment as Agent under this Agreement, provided
      that no such retirement shall take effect unless there has been appointed
      by the Banks and the Swap Provider as a successor
  agent:
  (a)
              a
      Related Company of the Agent nominated by the Agent which the Banks and
      the Swap Provider hereby irrevocably and unconditionally agree to appoint
      or, failing such nomination,
  (b)
              a
      Bank nominated by the Majority Banks or, failing such a
      nomination,
  (c)
                any
      reputable and experienced bank or financial institution nominated by the
      retiring Agent.  Any
      corporation into which the retiring Agent may be merged or converted or
      any corporation with which the Agent may be consolidated or any
      corporation resulting from any merger, conversion, amalgamation,
      consolidation or other reorganisation to which the Agent shall be a party
      shall, to the extent permitted by applicable law, be the successor Agent   62
  and
      under this Agreement the other Security Documents without the execution or
      filing of any document or any further act on the part of any of the
      parties to this Agreement and the other Security Documents save that
      notice of any such merger, conversion, amalgamation, consolidation or
      other reorganisation shall forthwith be given to each Security Party and
      the Banks and the Swap Provider.  Prior to any such successor
      being appointed, the Agent agrees to consult with the Borrowers as to the
      identity of the proposed successor and to take account of any reasonable
      objections which the Borrowers may raise to such successor being
      appointed.
  16.13.2
              Upon
      any such successor as aforesaid being appointed, the retiring Agent shall
      be discharged from any further obligation under the Security Documents
      (but shall continue to have the benefit of this clause 16 in respect
      of any action it has taken or refrained from taking prior to such
      discharge) and its successor and each of the other parties to this
      Agreement shall have the same rights and obligations among themselves as
      they would have had if such successor had been a party to this Agreement
      in place of the retiring Agent. The retiring Agent shall (at the expense
      of the Borrowers) provide its successor with copies of such of its records
      as its successor reasonably requires to carry out its functions under the
      Security Documents.
  16.14
              Appointment
      and retirement of Security Agent
  16.14.1
                Appointment  Each
      of the Banks, the Swap Provider and the Agent irrevocably appoints the
      Security Agent as its security agent and trustee for the purposes of this
      Agreement and the Security Documents to which the Security Agent is or is
      to be a party, in each case on the terms set out in this Agreement. By
      virtue of such appointment, each of the Banks, the Swap Provider and the
      Agent hereby authorises the Security Agent (whether or not by or through
      employees or agents) to take such action on its behalf and to exercise
      such rights, remedies, powers and discretions as are specifically
      delegated to the Security Agent by this Agreement and/or the Security
      Documents to which the Security Agent is or is intended to be a party,
      together with such powers and discretions as are reasonably incidental
      thereto.
  16.14.2
                Retirement  Without
      prejudice to clause 16.13, the Security Agent may, having given to the
      Borrowers and each of the Banks and the Swap Provider not less than
      fifteen (15) days' notice of its intention to do so, retire from its
      appointment as Security Agent under this Agreement and any Trust Deed,
      provided that no such retirement shall take effect unless there has been
      appointed by the Banks, the Swap Provider and the Agent as a successor
      security agent and trustee:
  (a)
              a
      Related Company of the Security Agent nominated by the Security Agent
      which the Agent, the Banks and the Swap Provider hereby irrevocably and
      unconditionally agree to appoint or, failing such
    nomination,
  (b)
              a
      bank or trust corporation nominated by the Majority Banks or, failing such
      a nomination,
  (c)
                any
      bank or trust corporation nominated by the retiring Security
      Agent,  and,
      in any case, such successor security agent and trustee shall have duly
      accepted such appointment by delivering to the Agent (i) written
      confirmation (in a form acceptable to the Agent) of such acceptance
      agreeing to be bound by this Agreement in the capacity of Security Agent
      as if it had been an original party to this Agreement and (ii) a duly
      executed Trust Deed.
  Any
      corporation into which the retiring Security Agent may be merged or
      converted or any corporation with which the Security Agent may be
      consolidated or any corporation resulting from any merger, conversion,
      amalgamation, consolidation or other reorganisation to which the Security
      Agent shall be a party shall, to the extent
  permitted
  63
 
 by
      applicable law, be the successor Security Agent under this Agreement, any
      Trust Deed and the other Security Documents referred to in clause 16.14.1
      without the execution or filing of any document or any further act on the
      part of any of the parties to this Agreement, any Trust Deed and the other
      Security Documents save that notice of any such merger, conversion,
      amalgamation, consolidation or other reorganisation shall forthwith be
      given to each Security Party and the Banks and the Swap
      Provider.  Prior to any such successor being appointed, the
      Security Agent agrees to consult with the Borrowers as to the identity of
      the proposed successor and to take account of any reasonable objections
      which the Borrowers may raise to such successor being
      appointed.
 
 
 Upon
      any such successor as aforesaid being appointed, the retiring Security
      Agent shall be discharged from any further obligation under the Security
      Documents (but shall continue to have the benefit of this clause 16
      in respect of any action it has taken or refrained from taking prior to
      such discharge) and its successor and each of the other parties to this
      Agreement shall have the same rights and obligations among themselves as
      they would have had if such successor had been a party to this Agreement
      in place of the retiring Security Agent. The retiring Security Agent shall
      (at the expense of the Borrowers) provide its successor with copies of
      such of its records as its successor reasonably requires to carry out its
      functions under the Security
Documents.
 16.15
              Powers
      and duties of the Security Agent
  16.15.1
              The
      Security Agent shall have no duties, obligations or liabilities to any of
      the Banks, the Swap Provider and the Agent beyond those expressly stated
      in any of the Security Documents.  Each of the Agent, the Banks
      and the Swap Provider hereby authorises the Security Agent to enter into
      and execute:
  (a)
              each
      of the Security Documents to which the Security Agent is or is intended to
      be a party; and
  (b)
              any
      and all such other Security Documents as may be approved by the Agent in
      writing (acting on the instructions of the Majority Banks) for entry into
      by the Security Agent,
  and,
      in each and every case, to hold any and all security thereby created upon
      trust for the Banks, the Swap Provider and the Agent in the manner
      contemplated by this
Agreement.
  16.15.2
              Subject
      to clause 16.15.3 the Security Agent may, with the prior consent of
      the Majority Banks communicated in writing by the Agent, concur with any
      of the Security Parties to:
  (a)
              amend,
      modify or otherwise vary any provision of the Security Documents to which
      the Security Agent is or is intended to be a party;
  or
  (b)
              waive
      breaches of, or defaults under, or otherwise excuse performance of, any
      provision of the Security Documents to which the Security Agent is or is
      intended to be a party.
  Any such action so authorised and effected by the Security Agent shall
be promptly notified to the Banks, the Swap Provider
and the Agent by the Security Agent and shall be binding on the other
Creditors.
  16.15.3
              The
      Security Agent shall not concur with any Security Party with respect to
      any of the matters described in clause 16.11.2 without the consent of
      the Banks communicated in writing by the
Agent.
  16.15.4
              The
      Security Agent shall (subject to the other provisions of this
      clause 16) take such action or, as the case may be, refrain from
      taking such action, with respect to any of its rights, powers and
      discretions as security agent and trustee, as the Agent may
      direct.  Subject as provided in the foregoing provisions of this
      clause, unless and until the Security Agent shall have received such
      instructions from the Agent, the Security Agent may, but shall not be
      obliged to, take (or refrain from taking) such action under or pursuant to
      the Security Documents referred to in clause 16.14.1 as the Security
      Agent shall deem advisable in the best interests of the Creditors provided
      that (for the avoidance of doubt), to the extent that this
      clause might otherwise be construed as authorising the Security Agent
      to take, or refrain from taking, any action of the nature referred to in
      clause 16.15.2 - and for which the prior consent of the Banks is
      expressly required under clause 16.15.3 - clauses 16.15.2 and 16.15.3
      shall apply to the exclusion of this
clause.
   64
  16.15.5
              None
      of the Banks nor the Agent nor the Swap Provider shall have any
      independent power to enforce any of the Security Documents referred to in
      clause 16.14.1 or to exercise any rights, discretions or powers or to
      grant any consents or releases under or pursuant to such Security
      Documents or any of them or otherwise have direct recourse to the security
      and/or guarantees constituted by such Security Documents or any of them
      except through the Security Agent.
  16.15.6
              For
      the purpose of this clause 16, the Security Agent may, rely and act
      in reliance upon any information from time to time furnished to the
      Security Agent by the Agent (whether pursuant to clause 16.15.7 or
      otherwise) unless and until the same is superseded by further such
      information, so that the Security Agent shall have no liability or
      responsibility to any party as a consequence of placing reliance on and
      acting in reliance upon any such information unless the Security Agent has
      actual knowledge that such information is inaccurate or
      incorrect.
  16.15.7
              Without
      prejudice to the foregoing each of the Agent, the Swap Provider and the
      Banks (whether directly or through the Agent) shall provide the Security
      Agent with such written information as it may reasonably require for the
      purpose of carrying out its duties and obligations under the Security
      Documents referred to in
clause 16.14.1.
  16.15.8
              Each
      Bank shall reimburse the Security Agent (rateably in accordance with such
      Bank's Commitment or Contribution), to the extent that the Security Agent
      is not reimbursed by the Borrowers, for the costs, charges and expenses
      incurred by the Agent which are expressed to be payable by the Borrowers
      under clause 5.2 including (in each case) the fees and expenses of legal
      or other professional advisers. Each Bank shall on demand indemnify the
      Security Agent (rateably in accordance with such Bank's Commitment or, if
      after the first drawdown, Contribution) against all liabilities, damages,
      costs and claims whatsoever incurred by the Security Agent in connection
      with any of the Security Documents or the performance of its duties under
      any of the Security Documents or any action taken or omitted by the
      Security Agent under any of the Security Documents, unless such
      liabilities, damages, costs or claims arise from the Security Agent's own
      gross negligence or wilful
misconduct.
  16.16
              Trust
      provisions
  16.16.1
              The
      trusts constituted or evidenced in or by this Agreement and the Trust Deed
      shall remain in full force and effect until whichever is the earlier
      of:
  (a)
              the
      expiration of a period of eighty (80) years from the date of this
      Agreement; and
  (b)
              receipt
      by the Security Agent of confirmation in writing by the Agent that there
      is no longer outstanding any Indebtedness (actual or contingent) which is
      secured or guaranteed or otherwise assured by or under any of the Security
      Documents,
  and the
parties to this Agreement declare that the perpetuity period applicable to this
Agreement and the trusts declared by the Trust Deed shall for the purposes of
the Perpetuities and Accumulations Act 1964 be the period of eighty (80) years
from the date of this Agreement.
  16.16.2
              In
      its capacity as trustee in relation to the Security Documents specified in
      clause 16.14.1, the Security Agent shall, without prejudice to any of
      the powers, discretions and immunities conferred upon trustees by law (and
      to the extent not inconsistent with the provisions of any of those
      Security Documents), have all the same powers and discretions as a natural
      person acting as the beneficial owner of such property and/or as are
      conferred upon the Security Agent by any of those Security
      Documents.
   65
  16.16.3
              It
      is expressly declared that, in its capacity as trustee in relation to the
      Security Documents specified in clause 16.14.1, the Security Agent
      shall be entitled to invest moneys forming part of the security and which,
      in the opinion of the Security Agent, may not be paid out promptly
      following receipt in the name or under the control of the Security Agent
      in any of the investments for the time being authorised by law for the
      investment by trustees of trust moneys or in any other property or
      investments whether similar to the aforesaid or not or by placing the same
      on deposit in the name or under the control of the Security Agent as the
      Security Agent may think fit without being under any duty to diversify its
      investments and the Security Agent may at any time vary or transpose any
      such property or investments for or into any others of a like nature and
      shall not be responsible for any loss due to depreciation in value or
      otherwise of such property or investments. Any investment of any part or
      all of the security may, at the discretion of the Security Agent, be made
      or retained in the names of
nominees.
  16.17
              Independent
      action by Creditors
  None of
the Creditors shall enforce, exercise any rights, remedies or powers or grant
any consents or releases under or pursuant to, or otherwise have a direct
recourse to the security and/or guarantees constituted by any of the Security
Documents without the prior written consent of the Majority Banks but, Provided
such consent has been obtained, it shall not be necessary for any other Creditor
to be joined as an additional party in any proceedings for this
purpose.
  16.18
              Common
      Agent and Security Agent
  The
Agent and the Security Agent have entered into the Security Documents in their
separate capacities (a) as agent for the Banks and the Swap Provider under and
pursuant to this Agreement (in the case of the Agent) and (b) as security agent
and trustee for the Banks, the Swap Provider and the Agent under and pursuant to
this Agreement, to hold the guarantees and/or security created by the Security
Documents specified in clause 16.14.1 on the terms set out in such Security
Documents (in the case of the Security Agent). However, from time to time the
Agent and the Security Agent may be the same entity. When the Agent and the
Security Agent are the same entity and any Security Document provides for the
Agent to communicate with or provide instructions to the Security Agent (and
vice versa), it will not be necessary for there to be any such formal
communications or instructions on those occasions.
  16.19
              Co-operation
      to achieve agreed priorities of
application
  The
Banks, the Swap Provider and the Agent shall co-operate with each other and with
the Security Agent and any receiver under the Security Documents in realising
the property and assets subject to the Security Documents and in ensuring that
the net proceeds realised under the Security Documents after deduction of the
expenses of realisation are applied in accordance with clause 13.1 (unless
otherwise expressly provided for in any such Security Document).
  16.20
              Prompt
      distribution of proceeds
  Moneys
received by any of the Creditors (whether from a receiver or otherwise) pursuant
to the exercise of (or otherwise by virtue of the existence of) any rights and
powers under or pursuant to any of the Security Documents shall (after providing
for all costs, charges, expenses and liabilities and other payments ranking in
priority) be paid to the Agent for distribution (in the case of moneys so
received by any of the Creditors other than the Agent or the Security Agent) and
shall be distributed by the Agent or, as the case may be, the Security Agent (in
the case of moneys so received by the Agent or, as the case may be, the Security
Agent) in each case in accordance with clause 13.1.  The Agent
or, as the case may be, the Security Agent shall make each such application
and/or distribution as soon as is practicable after the relevant moneys are
received by, or otherwise become available to, the Agent or, as the case may be,
the Security Agent save that (without prejudice to any other provision contained
in any of the Security Documents) the Agent or, as the case may be, the Security
Agent (acting on the instructions of the Majority Banks) or any receiver may
credit any moneys received by it to a suspense account for so long and in such
manner as the Agent or such receiver may from time to time determine with a view
to preserving the rights of the Agent and/or the Security Agent and/or the
Account Bank and/or the Arranger and/or the Banks and/or the Swap Provider or
any of them to provide for the whole of their respective claims against the
Borrowers or any other person liable.
   66
  17
              Notices
      and other matters
  17.1
              Notices
  Every
notice, request, demand or other communication under this Agreement or (unless
otherwise provided therein) under any of the other Security Documents
shall:
  17.1.1
              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;
  17.1.2
              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 to the post and, in
      the case of a facsimile transmission or other means of telecommunication
      in permanent written form, at the time of despatch (provided that if the
      date of despatch is not a business day in the country of the addressee or
      if the time of despatch is after the close of business in the country of
      the addressee it shall be deemed to have been received at the opening of
      business on the next such business day);
and
  17.1.3
              be
      sent:
  (a)
              if
      to the Borrowers or any of them at:
  c/o
Aegean Bunkering Services Inc.
 42
Hadjikyriakou Street
 185 38
Piraeus
 Greece
  Fax
no:        +30 210 458 6242
 Attn:            Mr
Apostolos Manitsas
  (b)
              if
      to the Arranger and/or Agent and/or the Account Bank and/or the Security
      Agent at:
  Aegean
Baltic Bank S.A.
 28
Diligianni Street
 145 62
Kifissia
 Greece
  Fax
No:        +30 210 62 34
192
 Attn:             Business
Development
  (c)
              if
      to a Bank, to its address or fax number specified in schedule 1 or in any
      relevant Transfer Certificate; and
  (d)
              if
      to the Swap Provider, to its address or fax number specified in paragraph
      (a) of Part 4 of the Schedule to the Master Swap
  Agreement,
  or to
such other address and/or numbers as is notified by one party to the other
parties under this Agreement.
  17.2
              Notices
      through the Agent
  Every
notice, request, demand or other communication under this Agreement or (unless
otherwise provided therein) any other Security Document to be given by the
Borrowers or any of them to any other party (other than the Swap Provider),
shall be given to the Agent for onward transmission as appropriate and if it is
to be given to the Borrowers it shall (except otherwise provided in the Security
Documents) be given to the Agent.
   67
  17.3
              No
      implied waivers, remedies
cumulative
  No
failure or delay on the part of a Creditor 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 such Creditor 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.
  17.4
              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 Creditors or any of them shall be entitled to rely.
  17.5
              Borrowers'
      obligations
  17.5.1
              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 the other Borrowers which are
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, whether or not the deficiency is
known to any of the Creditors.
  17.5.2
              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 any of the other Security Documents and
agrees that the Creditors may also continue to treat it as such, whether or not
any Creditor is or becomes aware that such Borrower is or has become a surety
for the other Borrowers.
  17.5.3
              Indemnity
  The
Borrowers hereby agree jointly and severally to keep the Creditors fully
indemnified on demand against all damages, losses, costs and expenses arising
from any failure of any Borrower to perform or discharge any purported
obligation or liability of the other Borrowers which would have been the subject
of this Agreement or any other Security Document had it been valid and
enforceable and which is not or ceases to be valid and enforceable against the
other Borrowers on any ground whatsoever, whether or not known to a Creditor
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 the other Borrowers (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).
  17.5.4
              Liability
      unconditional
  None of
the obligations or liabilities of the Borrowers under this 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 any
      Borrower or any other person
liable;
   68
  (b)
              the
      Agent (acting on the instructions of the Majority Banks) granting any
      time, indulgence or concession to, or compounding with, discharging,
      releasing or varying the liability of, any Borrower 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 any
      Borrower 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.
  17.5.5
              Recourse
      to other security
  The
Creditors 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 any of the Security Documents
against any Borrower or any other person liable and no action taken or omitted
by any Creditor 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 and the Security Documents to which any of them
is, or is to be, a party.
  17.5.6
              Waiver
      of Borrowers' rights
  Each
Borrower agrees with each Creditor 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 Total Commitment remains outstanding, it will not, without
the prior written consent of the Agent (acting on the instructions of the
Majority Banks):
  (a)
              exercise
      any right of subrogation, reimbursement and indemnity against the other
      Borrowers 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 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 other
      person liable in respect of any such moneys;
or
  (d)
              claim
      any set-off or counterclaim against the other Borrowers or any other
      person liable or claiming or proving in competition with any Creditor in
      the liquidation of the other Borrowers or any other person liable or have
      the benefit of, or share in, any payment from or composition with, the
      other Borrowers or any other person liable or any other Security Document
      now or hereafter held by any Creditor for any moneys owing under this
      Agreement or for the obligations or liabilities of any other person liable
      but so that, if so directed by the Agent, it will prove for the whole or
      any part of its claim in the liquidation of the other Borrowers 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 Banks and
      applied in or towards discharge of any moneys owing under this Agreement
      in such manner as the Agent (acting on the instructions of the Majority
      Banks) shall deem appropriate.
   69
  18
              Governing
      law and jurisdiction
  18.1
              Law
  This
Agreement is governed by, and shall be construed in accordance with, English
law.
  18.2
              Submission
      to jurisdiction
  The
Borrowers jointly and severally agree, for the benefit of each Creditor, 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 of the Borrowers 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
a Creditor 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 any Creditor arising out of or in connection with this
Agreement.
  18.3
              Contracts
      (Rights of Third Parties) Act 1999
  No term
of this Agreement is enforceable under the Contracts (Rights of Third Parties)
Act 1999 by a person who is not a party to this Agreement.
  IN WITNESS whereof the
parties to this Agreement have caused this Agreement to be duly executed on the
date first above written.
   70
  
  
  SIGNED by Y.
      KOUMBIADOU
              )for
      and on behalf of
              )
              /s/
      Y. KOUMBIADOUKASSOS
      NAVIGATION S.A.
              )
              Attorney-in-factas
      Borrower
              )SIGNED by Y.
      KOUMBIADOU
              )for
      and on behalf of
              )
              /s/
      Y. KOUMBIADOUTILOS
      NAVIGATION S.A.
              )
              Attorney-in-factas
      Borrower
              )SIGNED by Y.
      KOUMBIADOU
              )for
      and on behalf of
              )
              /s/
      Y. KOUMBIADOUSYMI
      NAVIGATION S.A.
              )
              Attorney-in-factas
      Borrower
              )SIGNED by Y.
      KOUMBIADOU
              )for
      and on behalf of
              )
              /s/
      Y. KOUMBIADOUHALKI
      NAVIGATION S.A.
              )
              Attorney-in-factas
      Borrower
              )SIGNED by P.
      TSAMANIS
              )
              /s/
      P. TSAMANISand
      by D. DIMITRIOU
              )
              Authorised
      Signatoryfor
      and on behalf of
              )AEGEAN
      BALTIC BANK S.A.
              )as
      Arranger, Agent, Security Agent, Account Bank and Bank
              )
              /s/
      D. DIMITRIOU)
              Authorised
      SignatorySIGNED by K.
      SPOULLOS
              )for
      and on behalf of
              )
              /s/
      K. SPOULLOSHSH
      NORDBANK AG
              )
              Attorney-in-factas
      Bank and Swap Provider
              )
 
  72